Page 5

entry of the consent judgment as set forth above without notice of presentment, objections to
form waived, provided solely that FD/C accurately records in the consent judgment the amount
of the unpaid installments and fees, costs, or expenses (including reasonable attomey’s fees) as
set forth above. This Agreement is binding upon Texas Supremes successors and assigns, and
inures to the benefit of FDIC ’s successors and assigns.

3. 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 facts and circumstances alleged in the Ligation, or the defense of
the same, or (b) any action taken by any other federal agency.

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

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

6. 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.

7. Integrated Agreement. This Agreement sets forth the entire anderstanding
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


Page 8

the parties by their attomey, and that those terms are fully understood and voluntarily accepted
by the parties. ,

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 Agreement on |
behalf of that entity.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as
of the date indicated by cach party’s signature.

Federal Deposit Insurance Corporation, a8
Receiver for IndyMac Federal Bank, FSB

By:

Name:

Title:

Texas Supreme Moikgage, Tac.
By:

(b\(

Name: WESLEY P, CORDEAU

Title: _PRESIDEXT

Date: SEPTEMBER 15, 2010



Page 4

Payments shall be made in a manner to ensure delivery to RJ Landau Partners, PLLC at 5340
Plymouth Road, Suite 200, Ann Arbor, Michigan, 48105 on or before the due date for each
payment.

if Texas Supreme fails to make any payments on or before the due date set forth above,
Texas Supreme’s failure to pay shall be considered an event of default. Upon receiving notice of
an event of default, Texas Supreme shall have no more than 10 (ten) days from the date of such
notice to cure by making the required payment. Notice of default shall be deemed adequate if
served by U.S. Mail certified, return receipt requested to Texas Supreme's current counsel of
record, David A. Fetiner, Fettner Thompson, 4635 Southwest Freeway, Suite 640, Houston,
Texas 77027 and electronic mail to the address. Texas. Supreme
hereby agrees that if the default is not cured within this period, FD/C may file with the Court a
consent judgment in favor of FDIC and against Texas Supreme for an amount equal to the
balance of the monies owed to FDIC pursuant to this Agreement plus all fees, costs, or expenses
(including reasonable attorney's fees} incurred by FDIC in connection with enforcing this
Agreement. Texas Supreme expressly consents to entry of the consent judgment as set forth
above without notice of presentment, objections to form waived, provided solely that FDIC
accurately records in the consent judgment the amount of the unpaid installments and fees, costs,
of expenses (including reasonable attorney’s fees) as set forth above.

If for any reason a separate action is required to enforce the terms of this Agreement,
FDIC may file with the Court in the separate action a consent judgment in favor of FDIC and
against Texas Supreme for an amount equal to the balance of the monies owed to FDIC pursuant
to this Agreement plus all fees, costs, or expenses (including reasonable attorney's fees) incurred

by FDIC in connection with enforcing this Agreement. Texas Supreme expressly consents to

(b)(6)


Page 6

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

&. Warranty of Capacity to Execute Agreement, FDIC represents and warrants
that no other person or entity has an ownership interest in the claims, demands. obligations or
causes of action referred to in this Agreement, except as otherwise set forth herein; and
that FDIC has the sole right and exclusive authority to execute this Agreement and receive the
sums specified in it; and that FDIC has not sold, assigned, transferred, conveyed or otherwise
disposed of any of the claims, demands, obligations, or causes of action referred to in this
Agreement.

a Governing Law. This Agreement shall be governed by and construed in
accordance with Texas 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. 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.

li. 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 aftorney of their awn choice, that they have read the terms

of this Agreement, that the terms of this Agreement have been completely read and explained to


Page 1

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (the “Agreement’) is effective on the date that all
parties have executed the Agreement (the “Effective Dare”), and is entered into by and between
the Federal Deposit Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB
(FDIC) and Texas Supreme Mortgage, Inc. (“Texas Supreme”) with respect to the claims made
in the case captioned Federal Deposit Insurance Corporation, as Receiver for IndyMac Federat
Bank, PSB v. Lawyers Tite Insurance Corporation, et al., in the 157th Judicial District Court of
Harris County, Texas, Cause No. 2008-22781 (the “Litigation”).

RECITALS

WHEREAS, IndyMac Bank, F.S.B (‘dedyMaec") and Texas Supreme entered into a
Customer Contract and e-MITS User Agreement, as amended (the “Contracr’), which
incorporated the IndyMac Lending Guide, as amended. supplemented, or otherwise modified

from time to time (the “Guide”),

WHEREAS, (“Borrower”) applied for mortgage loan financing to

purchase~th: al-preperty-located~at Houston, Texas (the

“Property’):

WHEREAS, Texas Supreme processed Borrower's loan applications and originated a
primary and secondary mortgage loan secured by the Property which IndyMac fimded (the
“Subject Loans’),

WHEREAS, JndyMac asserted claims in the Litigation against Texas Supreme based on
the Subject Loans and alleged that Texas Supreme failed to comply with the terms and conditions

of the Contract and Guide;


Page 7

the parties by their attorney, and that those terms are fully understood and voluntarily accepted
by the parties.

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 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 Federal Bank, FSB

(b)(6)

By:

Name: Joek $. Deace~

Title: _Cevnsel

Date: Sept. 2S, 2010

Texas Supreme Mortgage, Inc.



Page 2

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

WHEREAS, Texas Supreme expressly denies any liability relating to the asserted claims
in the Litigation; and

WHEREAS, to avoid any further expense of litigation, the parties 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, the parties agree as follows:

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

2. Dismissal and Release. FDIC and Texas Supreme, through counsel, shall
execute a dismissal with prejudice and without any costs or attorney’s fees to any party regarding
all claims in the Litigation between Texas Supreme and FDIC,

For and in consideration of the total payment of $20,000 (Twenty Thousand Dollars) by
Texas Supreme, and in consideration of the terms and conditions of this Agreement, FDIC does
absolutely and unconditionally release Texas Supreme, its officers, directors, shareholders,
members, insurers, employees, owners, agents, affiliates, successors, fiduciaries, and assigns,
jointly and severally, from any and all claims, demands, actions or causes of action, known or
unknown, now existing or hereafter acquired, and whether or not asserted in the Litigation,
which FDIC had, has, claims to have, or may hereafier acquire against Texas Supreme, arising
out of the Subject Loans, and/or the facts and circumstances alleged in the Litigation. Provided,

however, that, in the event the payment set forth herein must be set aside, refunded, or otherwise


Page 3

reduced in amount by operation of law, including, but not limited to, as a result of any
bankruptcy filing or adjudication that such payment constitutes a fraudulent transfer, 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.

Texas Supreme shall make payment of $20,000 (Twenty Thousand Dollars) to “RJ
Landau Partners PLLC, as Attomeys for Federal Deposit Insurance Corporation.” in one initial
installment of $2,000 (Two Thousand Dollars) and twelve monthly installments of $1,500 (One
Thousand Five Hundred Doilars) pursuant to the following schedule:

* $2,000 to be payable immediately upon the Effective Date;
« $1,500 to be payable on September 30, 2010;

* $1,500 to be payable on October 31, 2010;

« $1,500 to be payable on November 30, 2010;

* $1,500 to be payable on December 31, 2010;

« $1,500 to be payable on January 31, 2011;

« $1,500 to be payable on February 28, 2011;

* $1.500 to be payable on March 31, 2011;

* $1,500 to be payable on April 30, 2011;

* $1,500 to be payable on May 31, 2011;

« 3

.500 to be payable on June 30, 2011;

« §$

.500 to be pavable on July 31, 2011;

.
6

500 to be payable on August 31, 2011;