Page 5

by Freddie Mae to place Hanson and/or Act Appraisals on its exclusionary list, and any damages
or consequences thereof whether foreseen or unforeseen, contemplated or uncontemplated,

it is the intention of the parties that this Agreement be construed in accord with the
principles set forth in Pierringer v. Hoger, 21 Wis.2d 182, 124 N.W.2d 106 (1963) and Frey y.
Snelgrove, 269 N.W.2d 918 (Minn. 1978).

4, Express Reservation from Releases by. FDIC. Notwithstanding any other
provision, by this Agreement, FDIC does not release, and expressly preserves fully and to the
same extent as if the Agreement had not been executed, (a) any claims or causes of action that do
not arise from or relate to the Appraisal, the Litigation, or the defense of the same, or (b) any
action taken by any other federal agency. In addition, this Agreement does not purport to waive,
or intend to waive, any claims which could be brought by the United States through either the
Department of Justice or the United States Attomey’s Office in any federal judicial district. In.
addition, FDIC specifically reserves the right to seek court-ordered restitution pursuant to the
relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et seq., if
appropriate.

5. Attorney’s Fees and Costs. Each party shall bear its awn attorney’s fees and
costs with respect to the Litigation.

6. Amendment. This Agreement may not be amended or modified at any time
except by any instrument in writing executed by all of the parties hereto.

7. Execution, This Agreement may be executed in two or more counterparts, each
of which shalt be deemed an original, but all of which together shall constitute one in the same

instrument. The parties also agree that, without receiving further consideration, they will sign



Page 8

Thomas Hanson

Thbraas _/far sod

Witnesses, fon

: eal i [f-2.-05

Printed Name: Crale A. citer

(b)(6),

, Act Appraisals
__Wimesses ns hg CR
“By: L
Printed Namal UL YD ers ‘ : YS) Name: Lor? LEP coed
Title: FFE *
. Date: LLLEL G3

Printed Name: Cont A. Layee


Page 4

the FDIC's claim for damages and all of the FDIC's claims for damages are satisfied to the
extent of that percentage of the FD/C’s total claim for damages against Hanson and/or Act
Appraisals and their insurer, General Star Management Company, as a result of, arising from, or
in anyway relating to the Litigation and/or the Appraisal, which shall hereafter, by further trial or
other disposition of this ar any other cause of action, be determined to be the percentage of
causal fault or causal responsibility, if any, whether for negligence or any other liability, for
which Hanson and/or Act Appraisals are found to be liable,

By signing this Agreement it is the intention of the FDIC, through the language contained
in this Agreement, to extinguish any potential liability on the part of Hanson and/or Act
Appraisals and theit insurer, General Star Management Company, for contribution or indemnity
which might be claimed by others as a result of, arising from, or in anyway relating to the
Litigation and/or the Appraisal.

The term “claims or causes of action” includes, but is not limited to, all liability, actions,
causes of actions, claims and demands for all known and unknown, foreseen and unforescen,
contemplated or uncontemplated damages, and consequences thereof, including unforeseen
consequences of known or unknown conditions, and includes claims for actual, compensatory,
consequential, punitive, exemplary, contractual or extra-contractual damages or injuries of any
kind, and all derivative claims, and includes claims for attorney’s fees, expenses, interest and
costs and disbursements,

Notwithstanding the assignment by Freddie Mac identified in the Recitals_of this
Agreement, the term “claims or causes of action” specifically includes any action by Freddie
Mac for damages as a result of, atising from or in anyway relating to the Litigation, Property

and/or the Appraisal, except that the term “claims or causes of action” excludes any action taken



Page 6

and deliver such documents and do anything else that is reasonably necessary in the future to
make the provisions of this Agreement effective.

8. Integrated Agreement. This Agreement sets forth the entire understanding
between the parties concerning the subject matter of this Agreement and incorporates alt prior
negotiations and understandings. There are no covenants, promises, agreements, conditions, or
understandings, either oral or written, between them relating to the subject matter of this
Agreement other than those set forth herein.

9 Governing Law. This Agreement shall be governed by and construed in
accordance with Minnesota law (excluding any conflict of laws rule or principle that might refer
the governance or construction of this Agreement to the law of another jurisdiction). Nothing in
this Agreement shall require any unlawful action or inaction by any party hereto.

10. Severability. [f any portion of this Agreement is found to be unenforceable, the
parties desire that all other portions that can be separated from the unenforceable portion or
appropriately limited in scope shall remain fully valid and enforceable.

tl. Representation. No representation or warranty has been made by or on behalf of
any party to this Agreement (or any officer, director, employee or agent therecf} to induce any
other party to enter into this Agreement or to abide by or consummate any transactions
contemplated by any terms of this Agreement, except representations and warranties, if any,
expressly set forth herein. In entering into this 4greement, the hereto represent that they have
proceeded with the advice of an attorney of their own choice, that they have read the terms of
this Agreement, that the terms of this Agreement have been completely read and explained to the
parties by their attorneys, and that those terms are fully understood and voluntarily accepted by

the parties.



Page 1

RELEASE AND SETTLEMENT AGREEME
This Release and Settlement Agreement (“Agreement”) is entered into this 3 3ydday of
Ocko Wey. 2» 2009, by and between the Federal Deposit Insurance Corporation, as

Receiver for IndyMac Federal Bank, FSB (‘FDIC’), Thomas Hanson {(*Hanson”), and Act

Appraisals (“Act Appraisals”), with respect to the claims made in the case captioned Federal
Deposit Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB y. American
Wholesale Lending, LLC, et al., United States District Court for the District of Minnesota, Case
No. 07-CV-04514-INE/NIG (the “Litigation”).

RECITALS

WHEREAS, IndyMac Bank, F.S.B (‘fadyMac”) funded mortgage loans secured by the

property located.at Otsego, Minnesota (the “Property”);

WHEREAS, IndyMac transferred certain mortgage loans at issue in the Litigation to
Federal Home Loan Mortgage Corporation (“Freddie Mac");

WHEREAS, Hanson performed an appraisal of the Property in the name of Act
Appraisals (the “Appraisat’);

WHEREAS, IndyMac asserted claims in the Litigation against Hanson and Act
Appraisals based on the Appraisal,

WHEREAS, FDIC is entitled to pursue the claims asserted in the Litigation by IndyMac;

WHEREAS, Freddie Mae assigned any and all claims relating to the Litigation and the
Appraisal to FDIC,

WHEREAS, FDIC is entitled to pursue the claims asserted in the Litigation by IndyMac
and any and all claims that could have been asseried by Freddie Mac relating to the Litigation

and/or the Appraisal,



Page 7

12. Authority. Each person signing this Agreement on behalf of any entity warrants
or represents that he/she has the full and complete authority to enter into this dgreemeni on
behalf of the entity,

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as

of the date indicated by each party’s authorized signature below.

Federal Deposit Insurance Corporation, as
Witnesses Receiver for IndyMac Federal Bank, FSB

By:

Printed Name: Ko bevk De lew2< | Name: R colaud 3S x Ces \
Title: Coe sree

Daie: lo-~ 23-2004

Printed Name: t ND ALwW) G a,

(b)(6)



Page 2

WHEREAS, Hanson and Act Appraisals expressly deny any liability relating to the
asserted claims in the Litigation; and
WHEREAS, to avoid any further expense of litigation, FDIC, Hanson, and Act Appraisals
voluntarily enter into this Agreement.

In consideration of the above and for such other good and valuable consideration, the
sum and sufficiency of which is hereby acknowledged and based on the mutual promises and
conditions contained herein, FDIC, Hanson, and Act Appraisals agree as follows:

1, Recitals. The above Recitals are incorporated herein by reference and made a
part of this Agreement.

2, Dismissal. FDIC, through counsel, shall execute a Dismissal with Prejudice and
without costs or attorney’s fees to any party regarding all claims asserted by IndyMfac and
continued by FDIC against Hanson and Act Appraisals in the Litigation, Hanson and Act
Appraisals, through counsel, shall execute a Disntissal with Prejudice and without costs. or
attorney's fees to any party regarding all crogs-claims asserted in the Litigation.

3. Pierringer Release. For and in consideration of the payment of $15,000 (Fifteen
Thousand Dollars) to be payable to “RJ Landau Partners PLLC, Attomeys for Federal Deposit
Insurance Corporation” immediately upon execution of this Agreemtent, and in consideration of
the terms and conditions of this Agreement, FDIC does absolutely and unconditionally release
Hanson and Act Appraisals, theit officers, directors, shareholders, employees, owners, agents,
affiliates, successors, estates, heirs, insurance carriers, fiduciaries, assigns, and their insurer,
General Star Management Company, jointly and severally, from any and all claims, demands,

actions or causes of action, of whatever nature or description, known or unknown, now existing



Page 3

or hereatter acquired, and whether or not asserted in the Litigation, which FDIC had, has, claims
to have, or may hereafter acquire against Hanson and Act Appraisals, arising out of the facts and
circumstances alleged ‘in the Litigation. The FDIC further covenants and expressly agrees to
refrain forever from instituting any other action or making any other demand or claim of any
kind against Hanson and/or Act Appraisals for damages sustained by the FDIC as a result of,
arising from, or in anyway relating to the Litigation and/or the Appraisal.

The payment by Hanson and/or Act Appraisals and their insurer, General Star
Management Company, is not intended as full compensation for damages claimed by FDIC as a
result of, arising from, or in anyway relating to the Litigation and/or the Appraisal. This Release
is not entered into, nor in any way intended to release any claim or cause of action by the FDIC
against any third-party for damages sustained, arising fiom or related to the Litigation,
Appraisal, or Property, said claims and causes of action being specifically reserved and retained
against all third parties. This Agreement only releases, and is only intended to release, all claims
against Hanson and Act Appraisals and their insurer, General Star Management Company, for
damages sustained as a result of, arising from, or in anyway relating to the Litigation and/or the
Appraisal.

The FDIC specifically agrees to hold Hanson and/or Act Appraisals and their insurer,
General Star Management Company, harmless, and specifically agrees to indemnify them for
any claims or causes of action by any person or entity, for contribution or indemnity, or
otherwise, whether such is alleged to arise by reason of judgment, settlement, reallocation of
fauit in the event of insolvency or uncollectability of any award, or otherwise. By this
Agreement the FDIC discharges Hanson and/or Act Appraisais and their insurer General Star

Management Company from their liability, if any, for contribution er indemnity with respect to