Page 5

4, Express Reservation from Releases. Nothing in this Agreement waives any
claim, cause of action, or any rights to contribution or other claims held by either FDIC or
Borrower existing currently or arising in the future, against any other individual or entity not
expressly released by this Agreement, including but not limited to any other party in the
Litigation.

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 facts and circumstances
alleged in 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 Attorney's Office in any federal judicial district. In addition, FDIC specifically
reserves the right to seck court-ordered restitution pursuant to the relevant provisions of the
Victim and Wimess Protection Act, 18 U.S.C. § 3663, et seq., if appropriate.

3. Assignment. Borrower, for good and valuable consideration, the receipt and

oe oom oe fficfeney of which is hereby acknowledged; hereby assigns without recourse to FDIC allot

(b)(4)

Borrower's right, title, and interest in and to any and all claims, demands, actions, and causes of
action of whatever nature or description, known or unknown, at law or in equity, whether arising
by contract, tort, or otherwise, whether or not asserted and whether or not well founded in fact or
in law, which Borrower ever had, now had or may hereafter acquire, arising out of or related in
any mannet pending in the Litigation and any related transactions described or referred to therein

including without Hmitation: (1) the Purchase Transaction, (2) the Merigage Transaction, G)

the-title-insurance- policy -issued-by to



Page 8

12. 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 thereof) 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 Agreement, the parties hereto represent that they
had the opportunity to proceed with the advice of an attorney of their own choice, that they
completely read the terms of this Agreement, and that those terms are fully understood and
voluntarily accepted by the parties,

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

14. 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 Agreement on

ee behaleof thatentitys oon oe ee catsammrcene canes ett Stim a


Page 4

the Preliminary Injunction dated June 5, 2006 as to Borrower; and the parties shall release one
another as follows.

For and in consideration of the terms and conditions of this Agreement, Borrower and
Borrower's estates, heirs, fiduciaries, and assigns, jointly and severally, do absolutely and
unconditionally release FDIC, its officers, directors, shareholders, employees, agents, affiliates,
successors and assigns, jointly and severally, from any and all claims, demands, actions or causes
of action, of whatever nature or description, known or unknowa, now existing or hereafter
acquired, and whether or not asserted in the Litigation, which Borrower had, has, claims to have,
or may hereafter acquire against FDIC arising out of the facts and circumstances alleged in the
Litigation.

For and in consideration of the terms and conditions of this Agreement, FDIC, its
officers, directors, shareholders, employees, agents, affiliates, successors and assigns, jointly and
severally do absolutely and unconditionally release Borrower and Borrower's estates, heirs,
fiduciaries, and assigns, jointly and severally, from any and all claims, demands, actions ot

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

~aequired, and whether or not asserted in the Litigation, which FDIC had, has; claims to have, Ge

may hereafter acquire against Borrewer, arising ovt of the facts and circumstances alleged by
FDIC in the Litigation. Provided, however, that in the event Borrower fails to completely
transfer and convey any and all interest in the Property obtained by Borrower as a result of the
Purchase Transaction, the Mortgage Transaction, or any other wansaction to FDIC or its
designated party, the release provided by FDIC herein shall be deemed null and void and FDIC

shall be allowed to pursue any and all claims it had prior to this release.


(b)(4)

(b)(4)

Page 6

Borrower with respect to the Purchase Transaction and the Mortgage Transaction, (4) the

closing-protection-letter-issued-by with respect to the Purchase Transaction and

the Mortgage Transaction; or (3} otherwise (collectively, the “Assigned Claims}, against any

person or entity, including without limitation:

(b)(4).(b)

(6)

land the affiliates,

successors, assigns, and alter-egos, ifany, of any of the foregoing.

Subject to the exceptions stated in this Agreement, this assignment includes, but is not in
any way limited to, the assignment of any right, ttle, and interest in and to any claims, causes of
action, remedies at law, or remedies in equity that may be available against any person or
business entity involved in any way, directly or indirectly, with the Litigation, and includes, by
way of illustration and not limitation, the right to forgive, request, demand, sue for, recover,
collect, receive, and hold all amounts that are or may become due on account of such claims, and
the right to take all lawful means and equitable and legal remedies and proceedings with respect
to such Assigned Claims in furtherance of the collection and recovery thereof, and to adjust, sell,

~forther assign, cdiiipromise, and agree With respect to such Assigned Claims, and 6 Execute and
deliver, all endorsements, releases, receipts, or other sufficient discharges for the same, as could
Borrower, in the same manner his own name, but for the effect of this assignment. Borrower
shall not assign, release, setile or otherwise compromise any of the Assigned Claims and
represents and warrants that he has not,

6. Cooperation, Borrower, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agrees to submit to an interview conducted by

FDIC's counsel or the representatives of FDIC’s counsel in which Borrower will make a full and

(b)(4)

(6)

Great Lakes Broker Funding LLC,._——].b)(4).(b)


Page 9

The parties to this Agreement have executed this Agreement as of the date indicated by

each party’s signature.

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

(b)(6)
By:
Name: RieWwouk A Se Y
Title: Ve.Qgise {
pate; _ 4 - 13 -2.0 lo
(b)(6)....

~Adam

Date: 3/3] yi a
co o¢


(b)(4).(b)
(6)

(b)(4).(b)
(6)
(b)(4).(b)
(6)

(b)(4).()
(6)

Page 1

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (hereinafter referred to as the “Agreement”) is
effective on the date that all parties have executed the Agreement (the “Effective Date”), and is
entered into by and between Federal Deposit Insurance Corporation as Receiver for IndyMac
Federal Bank, FSB (hereinafter referred to as “F'D/C”) and Adam Willibey (hereinafter referred
to as “Borrower”)}, with respect to the claims made in the case captioned Federal Deposit
Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB v. Great Lakes Broker
Funding, LLC, et al., Genesee County Cireuit Court Case No. 66-83931-CZ (hereinafter referred
to as the “Litigation”).

RECITALS

WHEREAS, Borrower entered into a New Mortgage/Cash Purchase Agreement with

Great Lakes Broker Funding LLC, attached hereto as Exhibit A, whereby Borrower agreed to

purchase certain real property located in Genesee County, Michigan, referred to in the New

Mortgage/Cash Purchase Agreement ag] for $190,000 (hereinafter

referred to as the “Purchase Transaction’),
» vo WHEREAS Borrower-enteredinto-amortgage loan’ transaction whereby~Borrewer
received a warranty deed from Great Lakes Broker Funding LLC (hereinafter referred to as the

“Warranty Deed’) for certain real property located in Genesee County, Michigan, referred to in

the Warranty Deed as Proposed] which is recorded as Instrument No.

ith the Register of Deeds of Genesee County, Michigan, and attached hereto

as Exhibit B, and granted a mortgage to IndyMac Bank, F.S.B. (hereinafter referred to as the

“Mortgage”) on certain real property located in Genesee County, Michigan, referred to in the

Morigage-xs which is recorded as Instrument No]

(b)(4).(b)
(6)


Page 7

complete disclosure regarding the scope of Borrower's involvement in the Purchase
Transaction, the Mortgage Transaction, and any other related transactions relevant to the
Litigation as well as Borrower's knowledge regarding the involvement of other parties and non-
parties in such transactions. Upon completion of this interview process, Borrower agrees to
provide swom testimony in a form satisfactory to FDIC to preserve the information provided by
Borrewer through the interview process.

7. Aitorney’s Fees and Costs. Each party shall bear its own attomey’s fees and
costs with respect to the Litigation,

8 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.

% Execution. This Agreement may be executed in two or more counterparts, each
of which shall 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
and deliver such documents and do anything else that is reasonably necessary in the future to
make the provisions of this Agreement effective.

tO -Gaverning” Law This Agreement ‘shall “be “yovertied” by and construe
accordance with Michigan law {exchiding 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.

1). Severability. If 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.



(0)(4).(b)
(6)
(8)(4).(8)
(6)

(6)

(b)(4).(b)

Page 2

with the Register of Deeds of Genesee County, Michigan, and attached hereto as Exhibit C,
{hereinafter referred to as the “Mortgage Transaction’),

WHEREAS, FDIC has asserted claims in the Litigation against Borrower and others; and

WHEREAS, to avoid any further expense of Mitigation, Borrower and FDIC 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, Borrower and FDIC agree as follows:

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

2. Interest in Real Property. Borrower shall transfer and convey to FDIC any and

all interest obtained by Borrower, as a result of the Purchase Transaction, the Morigage

Transaction, or any other transaction, in any and all real property described as .

in the New Mortgage/Cash Purchase Agreement, Proposed

-~ ~~ focatudl within the parcel of land described as: ~ a
(b)(4).(b)

— br-the Warranty Deed, andl Jin the Moregage and

(6)

ax Parcel Identification Number:

(b\(A).b) -

(6) :
(b)(4),(b)
(6)


Page 3

(hereinafter referred to as the “Property"). Borrower agrees to execute and deliver such
documents necessary to transfer any and all interest held by Borrower in the Property to FDIC or
its designated party and to do anything else that is necessary in the future to ensure that any and
ali interest held by Borrower in the Property is transferred 10 FDIC or its designated party.
Borrower expressly agrees that the execution and delivery of the documents necessary to transfer
any and all interest held by Borrawer in the Property to FDIC shall not in any manner be
deemed a merger with or extinguishment of the Mortgage, or a release of the debt secured by the
Mortgage. The Mortgage shall be and remain in full force and effect according to its terms for
purposes of foreclosing the Mortgage should FDIC in its sole discretion, determine to do so.
Borrower shall execute a deed in lieu of foreclosure to FDIC or any entity designated by
FDIC. The deed in lieu shall be in a form acceptable to FDIC and will not merge the Mortgage
with ownership. A true and accurate copy of the deed in-lieu is attached hereto and incorporated
herein by reference as Exhibit D. 8errower agrees that it may be necessary for FDIC to
foreclose the Mortgage even though the Borrower has executed a deed in lieu. Borrower also

expressly agrees that Borrower may need to execute and deliver documents in addition to the

oe “o-dseer hy Hew ty order to fully comply wit this paragraph, and agrees to folly cooperate with and”

to perform any additional acts necessary to ensure that any and all interest in the Property
obtained by Borrower as a result of the Purchase Transaction, the Mortgage Transaction, of any
other transaction is vested in FDIC or its designated party.

3. Dismissal and Release. Borrower and FDIC, through counsel, shall execute a
Dismissat with Prejudice and without costs or attorney's fees to any party regarding all claims

asserted by FDIC against Borrower in the Litigation and a Stipulated Order for Dissolution of