person, firm, corporation, governmental entity or other entity from which plaintiff has agreed
herein to indemnify the Parties Hereby Released.

(g) Paragraph Four of this Agreement is intended to be interpreted in accordance with the
decision in Pierringer v. Hoger, 21 Wis.2d 182, 124 N.W.2d 106 (1963), as that decision was
adopted by the Minnesota Supreme Court in Frey v. Sne/grove, 269 N.W.2d 918 (Minn. 1978),

5. Attorney’s Fees and Casts. Each party shall bear its own attorney's fees and
costs with respect te the Litigation.

6. No Assignment. The parties hereto warrant that they have made no other
assignment, transfer, conveyance, or other disposition of any claims, demands, causes of action,
obligations, damages and/or liabilities described above and that they are fully entitled to give
their fall and complete release of all such claims and demands.

7. Assumptien of Risk of Material Fact. The parties expressly assume the risk
of any mistake of fact, known or unknown, relating to any of the claims compromised by this
Agreement.

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.

9. 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 agree that FDIC will execute this Agreement within fifteen (15) business

days of receiving a copy of this Agreement executed by Priority Tiile. 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.

FEIC v. Priority Title, Inc., et al., Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 5


governmental entity, or other entity may have or claim to have a right of subrogation, indemnity
and/or contribution from the Parties Hereby Released.

(d) Except as provided in subparagraph (c), FDIC expressly reserves its rights against any
non-setiling persons, firms, corporations, governmental entities, or other entities for whatever
portion or percentage of the plaintiff's injuries and/or damages is found to be attributable to the
wrongful conduct of said non-settling parties. Nothing in this Agreement waives any claim, cause
of action, or any rights to contribution or other claims held by FDIC existing currently or arising
in the future, against any other individual or entity not expressly released by this Agreement.

(e) FDIC specifically represents and warrants that no liens or rights of subrogation exist
or are claimed to exist, and represents that no person, firm, corporation, governmental entity, or
other entity, other than the FDIC or its attorneys, hag any right or claims to have a right to share
in the consideration paid by or on behalf of the Parties Hereby Released or to proceed by way of
subrogation or otherwise against the Parties Hereby Released.

(f) FDIC agrees to indemnify the Parties Hereby Released from any lability, loss or
damage whatsoever to any other person, firm, corporation, governmental entity, or other entity,
arising out of, or in any way related to, the Closing Services, including, but without limiting in
any way the breadth or generality of the foregoing, any and all claims which were, or might have
been, asserted in the Litigation, including, again without limitation, Hability for claims for
negligence, compensatory or punitive damages, attorney’s fees, costs and expenses, contribution,
indemnity, or other relief by any other person, firm, corporation, governmental entity, or other
entity. In addition, FDIC agrees to indemnify the Parties Hereby Released for any costs,

attorney’s fees or other damages suffered by any of them because of any claim made by any

FDIC »v. Priority Title, Inc., et al., Case No. 10-CV-02387-SRN/AIB
Release and Settlement Agreement, Page 4


10. Integrated Agreement. This Agreement sets 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 or
understandings, either oral or written, between them relating to the subject matter of this
Agreement other than those set forth herein.

ll Governing Law. This Agreement shall be governed by and constrmed 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.

12. 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.

13. 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
have proceeded with the advice of an attomey 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 attorney, and that those terms are fully understood and voluntarily accepted

by the parties.

FDIC v. Priority Title, Inc., et al,, Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 6


()(6)

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (“Agreement”) is effective as af October 11,
2011, regardless of the date that the parties have executed the Agreement, and is entered into by
and between the Federal Deposit Insurance Corporation, as Receiver for IndyMac Bank, F.S.B.
(“FDIC”) and Priority Title, Inc. (“Priority Title’), with respect to the claims made in the case
captioned Federal Deposit Insurance Corporation, as Receiver jor IndyMac Bank, FSB. v.
Priority Title, Inc., ef al,, United States District Court for the District of Minnesota, Case No. 10-
CV-02387-SRN/AJB (the “Litigation”).

RECITALS

WHEREAS, IndyMac Bank, F.$.B (“IndyMac”) financed the purchase of

‘oodbury, Minnesota with a primary and secondary mortgage lean (the

“Subject Transaction’ y,
WHEREAS, Priority Tide performed title, escrow, and closing services in connection

with the Subject Transaction (the “Closing Services");

WHEREAS, FDIC has asserted claims against Priority Title in the Litigation based on

the Closing Services;

WHEREAS, Priority Title expressly denies any liability relating to the asserted claims in
the Litigation; and

WHEREAS, to avoid any further expense of litigation, FDIC and Priority Title
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 and Priority Title agree as follows:

FDIC vy. Priority Title, Inc., et al., Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 1

(b}(6)


14. Titles and Captions. ‘The section titles and captions contained in this Agreement
ate inserted only for convenience and referenee and shall not be construed to define, limit, or
extend the scope of this Agreement or the intent of any of its provisions.

18. 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
behalf of that entity.

IN WITNESS WHEREOF, 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 Bank, F.S.B.

By:

Name: Richavd S. Gill

Tile Co auw cal

Date: 2 - 1S 7 \S.

Priority Title, Ine.

By:
Name: fade Vilendive

Title: _"eesiden

Date, _ N37 Mt

FDIC v. Priority Title, Ine., et al., Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 7

()(6)

()(6)


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

2. Dismissal. FD/C, through counsel, shall execute a Dismissal with Prejudice and
without costs or attorney’s fees to any party regarding all claims asserted by D/C against
Priority Title in the Litigation. Priority Title, through counsel, shall execute a Dismissal with
Prejudice and without costs or attorney's fees to any party regarding all cross-claims asserted by
Prierity Title in the Litigation.

3. Release of FDIC. For and in consideration of the terms and conditions of this
Agreement, Priority Title and its officers, directors, shareholders, insurers, employees, owners,
agents, affiliates, successors, insurance carriers, fiduciaries, and assigns, jointly and severally, do
absolutely and unconditionally release FDIC and IndyMac Bank, F.S.B. (“IndyMac”) from any
and all claims, demands, actions or causes of action, of whatever nature or description, known or
unknown, now existing or hereafter acquired, and whether or not asserted in the Litigation,
which Priority Title had, has, claims to have, or may hereafter acquire against FDIC and/or
IndyMac arising out of the facts and circumstances alleged in the Lifigation.

4, Pierringer Release of Priority Title. (a) For and in consideration of the payment
of $87,500 (Eighty Seven Thousand Five Hundred Dollars) to be payable to “RJ Landan Partners
PLLC, Attomeys for FDIC” within fifteen (15) business days of the execution of this Agreement
by FDIC and Priority Title and FDIC's counsel’s provision of a completed and fully-executed
W-9 form to Priority Title‘s counsel, and in consideration of the terms and conditions of this
Agreement, FDIC and IndyMac, by and through FDIC as its receiver, do absolutely and
unconditionally release and forever discharge Priority Title and its officers, directors,

shareholders, attorneys, insurers, past and present employees, owners, agents, affiliates,

FDIC v. Priority Title, inc., et al., Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 2


successors, insurance carriers, fiduciaries, and assigns (the “Parties Hereby Released’) from any
and all past, present, and future claims, demands, obligations, actions, and causes of action, at
law or in equity, fixed or contingent, whether arising by statute, common law, or otherwise, of
whatsoever kind or nature Gncluding, without limitation, claims for negligence, compensatory or
punitive damages, atiorney’s fees, indemnity and/or contribution, lien, subrogation or other
derivative claims, costs and expenses) arising out of, or in any way related to, the Clasing
Services, including, but without limiting in any way the breadth or generality of the foregoing,
any and all claims which were, or might have been, asserted in the Litigation. Each and all of the
claims described above are hereinafter referred to collectively as “Claim” or “Ciaims.”

(b) FDIC and IndyMac, by and through FDIC as its receiver, specifically and expressly
contemplates that this release covers known and unknown claims for unknown as well as known
injuries and/or damages, claims for anticipated and unanticipated injuries and/or damages, and
claims for expected and unexpected consequences of injuries and/or damages, arising out of the
Claims described above in subparagraph (a), including, but not limited to, claims for negligence,
compensatory or punitive damages, attorney’s fees, indemnity and/or contribution, Hen,
subrogation or other derivative claims, costs and expenses.

(c) FIC and IndyMac, by and through FDIC as its receiver, hereby release, discharge
and satisfy that portion, fraction, and percentage of their total Claim for injuries and/or damages
against all persons, firms, corporations, governmental entities and other entities that may
hereafter be allocated by lawsuit or otherwise to any matter or thing done, omitted, or suffered to
be done or omitted by any of the Parties Hereby Released up to the date of this Agreement, and

hereby release and discharge any Claim for which any other person, firm, corporation,

FDIC v. Priority Title, Inc., et al., Case No. 10-CV-02387-SRN/AJB
Release and Settlement Agreement, Page 3