(b)(2) 

L/

received 

I L/MiiD 1 JJ 

SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS 

This Sett1emenreeent and Release of all Claims ("Agreement") is made and entered 

into this /7 day of F’f’U72010 (the "Effective Date"), by and between the Federal Deposit 

Insurance Corporation, as Receiver for First National Bank of Nevada ("FDIC-R") and Heath 

Appraisal Service, Inc. ("Heath Appraisal"), and James Heath ("Heath") ("the Released Parties") 

(FDIC-R and the Released Parties collectively, the "Parties"). 

RECITALS 

WHEREAS, on or about February 24, 2006 an appraisal report was prepared by Heath 

Appraisal for First National Bank of Arizona ("FNBA") on a residential property more 

specifically known as 1049 Lawton Street, S.W., Atlanta, Fulton County, Georgia 30310 (the 

"Appraisal"); 

WHEREAS, FNBA contended that the Appraisal was negligently performed and 

instituted against Heath Appraisal a lawsuit currently styled as FDIC-R v. Rosemarie Campbell, 

Heath Appraisal Service, Inc., and Priority Appraisal Services, Inc, in the United States District 

Court for the Northern District of Georgia, Atlanta Division, Civil Action No. 08-cv-0 1777-

TWT (the "Lawsuit"); 

WHEREAS, subsequent to the filing of the Lawsuit, FNBA merged into First National 

Bank of Nevada. The Federal Deposit Insurance Corporation was appointed as receiver for First 

National Bank of Nevada ("FNBN"), and substituted itself as a party plaintiff in the Lawsuit as 

successor-in-interest to FNBA; 

WHEREAS, FDIC-R and the Released Parties desire to settle fully and finally all issues 

related to all claims that were brought or could have been brought by and between the Parties in 

the Lawsuit, arising out of the Appraisal or related to any acts or omissions of James Heath or 

Heath Appraisal. 

AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein 

contained and other good and valuable consideration, receipt of which is hereby acknowledged, 

and to avoid additional and/or unnecessary litigation before any other state, or federal court or 

tribunal, it is hereby agreed by and between the Parties as follows: 

1. Recitals. The preamble and recitals are hereby incorporated into this Agreement. 

2. Payments. Upon execution of this Agreement, the Released Parties will pay to 

FDIC-R the following: 

(a) A check in the amount of $15,000.00 (fifteen thousand dollars and zero 

cents), representing settlement proceeds from the Lawsuit, made payable to First National 

Bank of Nevada, çlo FDIC as Receiver; 
(b) The payment under Paragraph 2(a) of this Agreement will be sent to 

FDIC-R’s counsel, Tamera M. Woodard, Schiff Hardin LLP, 1201 W. Peachtree Street, 

N.E., Suite 2300, Atlanta, Georgia 30309; 

(c) The Released Parties will make the payment under Paragraph 2(a) within 

ten (10) business days of the date upon which the Released Parties receive a signed copy 

of this Agreement. 

3. Dismissal Of All Actions. Within ten (10) days of receipt of the payment 

identified in 2(a), FDIC-R.will immediately take all action to obtain dismissal of all legal actions 

and proceedings against Heath Appraisal with prejudice. The Parties represent and warrant that 

they have filed no claims and know of no claims filed in court or in any other forum between 

these parties pertaining to the subject matter of this Agreement, and, if any such claims do exist, 

the parties agree to immediately withdraw and dismiss them with prejudice. 

4. Resolution Of All Claims. 

4.1. Resolution. The Parties knowingly and voluntarily release and forever 

discharge each other, to the full extent permitted by law, of and from any and all claims, known 

and unknown, asserted and unasserted, that either Party may have against the other as of the date 

of execution of this Settle Agreement and Release of All Claims and from any and all claims, 

actions, causes of action, demands, rights, damages, costs, loss of services, expenses and 

compensation whatsoever which either Party may have had, may now have, may claim to have, 

or may hereafter have or claim to have in any way arising out of or related to any act or omission 

of the Parties, their agents, or any act or omission of Heath or Heath Appraisal, or any other 

allegations raised or which could have been raised in the Lawsuit. 

4.2. Exceptions. Notwithstanding any other provision, by this Agreement, the 

FDIC-R does not release, and expressly preserves fully and to the same extent as if the 

Agreement had not been executed, any claims or causes of action: 

(a) against Heath or Heath Appraisal or any other person or entity for liability, 

if any, incurred as the maker, endorser or guarantor of any promissory note or indebtedness 

payable or owed by them to FDIC-R, other financial institutions, or any other person or entity, 

and 

(b) against any person or entity not expressly released in this Agreement. 

5. Releases. As of the date of this Agreement: 

5.1. Release by FDIC-R. The FDIC-R releases the Released Parties, their 

respective agents, employees, attorneys, successors and assigns from all possible claims, rights, 

interests, actions, causes of action, damages, demands, costs, expenses, and liabilities 

whatsoever, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, 

contingent, or conditional, at law or in equity, which FDIC-R may now or hereafter have against 

any or each of the Released Parties relating to, asserted in, arising Out of, or otherwise associated 

with the Lawsuit, including but not limited to any and all claims the FDIC-R has or may have 
against any of the Released Parties in any capacity arising out of or in any manner related to the 

performance of the Appraisal; or any other claim asserted in the Lawsuit or which could have 

been asserted in the Lawsuit. 

5.2 Release by Released Parties. Released Parties release FDIC-R, First 

National Bank of Arizona, First National Bank of Nevada, and the Federal Deposit Insurance 

Corporation, and their respective agents, employees, attorneys, successors and assigns 

(collectively, the "FDIC Parties") from all possible claims, rights, interests, actions, causes of 

action, damages, demands, costs, expenses, and liabilities whatsoever, known or unknown, 

anticipated or unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at law 

or in equity, which the Released Parties may now or hereafter have against any or each of the 

FDIC Parties relating to, asserted in, arising out of or otherwise associated with the Lawsuit; or 

any other claim asserted in the Lawsuit or which could have been asserted in the Lawsuit. 

6. Exclusions. Excluded from this Agreement are any claims that cannot be waived 

under law. 

7. No Admission Of Liability. It is understood and agreed that this Release is not 

and will not be construed to be an admission of liability on the part of any of the Parties. 

Specifically, it is understood that the Released Parties have contested certain allegations made in 

the Lawsuit and deny liability; and that by and through the settlement of the Lawsuit, the Parties 

are not admitting liability, but rather that settlement has been made to avoid the uncertainties and 

costs of litigation. 

8. Covenant Not To Sue. The Parties promise never to sue each other in any forum 

for any reason covered by this Agreement, including but not limited to claims, laws or theories 

covered by the complete release contained in paragraph 5 of this Agreement. 

Acknowledgments. The Parties acknowledge and agree as follows: 

(a) Neither has assigned or otherwise transferred to any party any claim that is 

being released pursuant to this Agreement; 

(b) Neither has filed any complaint, charge or demand against the other 

involving any events up to and including the date of this Agreement, with 

the exception of those actions stated above; 

(c) Each Party will be responsible for its own legal fees, costs and expenses; 

and 

(d) The Parties further agree to cooperate fully and execute any and all 

supplementary documents and to take all additional actions which may be 

necessary or appropriate to give full force and effect to the terms and 

intent of this Release. 
10. Entire Agreement. This Agreement embodies the final and complete 

understanding of the parties hereto relating to the subject matter hereof. The Parties hereto 

acknowledge and agree that language proposed for, deleted from, or otherwise changed in the 

various drafts of this Agreement but not included herein, will not be considered in any way in the 

interpretation and application of this Agreement and will not in any way affect the rights and 

obligations of the parties hereto. This Agreement supersedes and replaces all prior and all 

contemporaneous negotiations, representations, promises and agreements between the Parties, 

whether written or oral. 

11. Amendments. Except as otherwise expressly provided in this Agreement, no 

amendment, modification, or discharge of this Agreement will be valid or binding unless set 

forth in a writing duly executed by all of the parties hereto, which writing must reference this 

Agreement. Any waiver by any party or consent by any party to any variation from any 

provision of this Agreement will be valid only if in writing and only in the specific instance in 

which it is given, and such waiver or consent will not be construed as a waiver of any other 

provision or as a consent with respect to any similar instance or circumstance. 

12. Construction of Agreement. The Parties agree that this Agreement has been 

negotiated by the parties through their respective counsel, and thus the normal rule of 

construction to the effect that any ambiguities are to be resolved against the drafting party will 

not be employed in the interpretation of this Agreement 

13. Governing Law. This Agreement, the rights and obligations of the Parties, and 

any claims or disputes relating thereto will be governed by and construed in accordance with the 

laws of the State of Georgia, not withstanding the choice of law rules thereof. 

14. Severability. If any provision of this Agreement be declared illegal or 

unenforceable by any Court of competent jurisdiction, and cannot be modified to be enforceable, 

excluding the General Release language, such provision will immediately become null and void, 

leaving the remainder of this Agreement in full force and effect. 

15. Counterparts. This Agreement may be executed in two or more counterparts, 

none of which need contain the signatures of all parties hereto and each of which will be deemed 

an original. The headings provided herein are solely for the convenience of the parties. 

4 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 

Effective Date set forth on the cover page of this Agreement. 

HEATH APPRAISAL SERVICE, INC.: 

By: Heath Appraisal Services, Inc. 

By: 

Name: 

Title: 

JAMES HEATH: 

FDIC-R: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION as Receiver for First National 

Bank of Nevada 

By: r 

Name: ’ ’ ’’4 

Title: j,,ti. a

4.fr 

CH2\340244.1 

CH2\*34 I 150.1 
4 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 

Effective Date set forth on the cover page of this Agreement. 

HEATH APPRAISAL SERVICE, INC.: 

By: Heath Appraisal Services, Inc. 

By: 

Name: (b)(6) 

Title: ign 2’ 

JAMES HEATH: (b)(6) 

IJIC-K: 1-

FEDERAL DEPOSIT INSURANCE 

CORPORATION as Receiver for First National 

Bank of Nevada 

By: 

Name: 

Title: 

CH2’8340244.I 

CH2\34 1150.1