SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

("Settlement Agreement") is entered into and made effective as ofthe date ofthe final 

signature appearing below ("Effective Date"), by and between the Federal Deposit 

Insurance Corporation as Receiver for IndyMac Bank, FSB ("FDIC") and Trust One 

Mortgage Corporation ("Trust One"). The FDIC and Trust One may hereinafter be 

referred to individually as a "Party" or collectively as the "Parties." 

RECITALS 

1.1 Plaintiff alleges that on or about June 17, 2005, Indy Mac Bank, F.S.B. 

("lndyMac") and Trust One entered into a business relationship governed by a Seller 

Contract and e-MITSTM User Agreement (hereinafter "Contract"). 

1.2 Plaintiff alleges that Trust One sold and/or delivered mortgage loans to 

lndyMac pursu<)Dt to the Contract. A dispute has arisen between the Parties with respect 

to outstanding demands for repurchase and/or indemnity relating to those loans. 

1.3 On or about April16, 2010, the FDIC filed a lawsuit entitled FEDERAL 

DEPOSIT INSURANCE CORPORATION as Receiver for JNDYMAC BANK, FSB v. 

TRUST ONE MORTGAGE CORPORATION, a California Corporation in the United 

States District Court, Central DistriCt of California, Case No. CVI0-00474 (hereinafter 

"Action") seeking damages arising from the following seven mortgage loans identified in 

Exhibit "A" to the Settlement Agreement and Exhibit "B" to the Complaint (collectively, 

the "Loans"). 

1.4 Without admitting liability, the Parties desire to and have agreed to settle 

the Action upon the terms and conditions hereinafter set forth. 

AGREEMENT 

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

forth herein, and for other good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged by the Parties, the Parties, intending to be legally bound, 

agree as follows: 

1.5 Recitals. The Recitals set forth above are incorporated into the body of 

this Settlement Agreement as though fully set forth herein. 

1.6 Payment of the Settlement Funds. Trust One shall pay the total sum of 

$300,000 (Three Hundred Thousand Dollars) (the "Settlement Funds") to the FDIC. The 

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Settlement Funds shall be payable as follows: 

a. The sum of$10,000 (Ten Thousand Dollars) a month for eighteen 

months. The monthly payments shall be paid on the first day of the month 

beginning June 1, 2011 and continue thereafter. 

b. The remaining balance of $120,000 shall be paid on December l, 

2012. 

c. Payments shall be made by wire transfer made payable to 

"Mortgage Recovery Law Group Trust Account," Account Number: 

(b)(4) (b)(4) n I··· . . . . !Routing Number:! n- • IReference:TrustOne 

Settlement. 

d. In the event that the first of any month during the payment term 

falls on a Saturday, Sunday or holiday, the payment will be due the next 

business day. 

1.7 Concurrently with the signing and delivery of this Settlement Agreement, 

Trust One shall execute a Stipulation for Entry of Judgment in the amount of $300,000 

(Three Hundred Thousand Dollars) in the form attached hereto as Exhibit 1. The 

Stipulation for Entry of Judgment is incorporated by reference herein and their terms are 

made a part of this Settlement Agreement. 

1.8 In the event Trust One defaults by failing to make a timely payment as set 

forth in this Settlement Agreement, the FDIC shall give notice of the default and notice of 

its intent to enter Judgment (Pursuant to Stipulation) via mail and email to Benjamin 

Morton, E & Rees LLP 101 W. Broadwa , Suite 2000, San Diego, CA (b)(4),(b)(6) 

92-101, F: and to TRUST ONE via mail, c/o 

Brady Bunte at 108 Pact tea, utte 618, or any other address that 

TRUST ONE shall so advise the FOCI's counsel in writing. 

1.9 Trust One shall have ten (10) calendar days from date ofthe notice to cure 

the default. In the event Trust One fails to cure the default within ten (10) days, the FDIC 

shall retain all consideration it received, and it may, in its sole discretion, seek to enter 

the Judgment (Pursuant to Stipulation) against Trust One, and enforce said Judgment 

against Trust One. Judgment may be entered by ex parte application (without testimony 

or trial and Trust One waives the right to a court and/or jury trial) with notice given to 

Trust One as set forth above. The FDIC shall be entitled to collect all expenses incurred 

in pursuing the remedies provided in this paragraph, including, but not limited to, 

attorneys' fees and costs incurred in collecting all sums owing. 

1.10 Within five (5) business days of the FDIC's counsel's receipt ofthe fully 

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executed Settlement Agreement, the FDIC's counsel shall file a Stipulation for Dismissal 

of the Action With Prejudice. 

1.11 Each Party agrees that Section 664.6 ofthe Code of Civil Procedure ofthe 

State of California shall apply to this Settlement Agreement and requests the court retain 

jurisdiction over the Parties to enforce this Settlement Agreement and, if necessary, the 

Judgment (Pursuant to Stipulation). 

1.12 The Parties shall bear their own costs and attorneys' fees incurred in the 

Action. 

RELEASE 

1.13 Unknown Claims. Each Party acknowledges that this Settlement 

Agreement applies to all claims for injuries, damages, or losses of any type or nature 

(whether those injuries, damages, or losses are known or unknown, foreseen or 

unforeseen, patent or latent) which that Party may have against the other Party arising 

from the Action, and the obligation to repurchase and/or indemnify for losses associated 

with the Loans. Each Party hereby expressly waives application of California Civil Code 

§1542 and any other similar statute or rule with respect to the Loans as provided for 

herein. 

1.14 Each Party certifies that they have read and understood the following 

provisions of California Civil Code§1542, which states in pertinent part as follows: 

"A GENERAL RELEASE DOES NOT EXTEND TO 

CLAIMS WHICH THE CREDITOR DOES NOT KNOW 

OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT 

THE TIME OF EXECUTING THE RELEASE, WHICH IF 

KNOWN BY HIM OR HER MUST HAVE 

MATERIALLY AFFECTED HIS OR HER 

SETTLEMENT WITH THE DEBTOR." 

1.15 Each Party understands and acknowledges that the significance and 

consequence of its waiver of California Civil Code §1542 is that even if any Party should 

eventually suffer additional damages arising out of the Action, the obligation to 

repurchase and/or indemnify for losses associated with the Loans, the claims and causes 

of action that were or could have been asserted relating to the obligation to the repurchase 

and/or indemnify for losses associated with the Loans, or any facts or circumstances 

related to the obligation to repurchase and/or indemnify for losses associated with the 

Loans, that Party will not be able to make any claim against the other Party for those 

damages. Furthermore, each Party acknowledges that it consciously intends these 

consequences even as to claims for damages that may exist as ofthe date of this release 

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but which that Party does not know exists, and which, if known, would materially affect 

that Party's decision to execute this release, regardless of whether that Party's lack of 

knowledge is the result of ignorance, oversight, error, negligence, or any other cause. 

1.16 Each Party hereby fully, finally, and forever releases and discharges the 

other Party, and any and all of its respective past, present, and future affiliates, 

employees, members, partners, joint venturers, independent contractors, attorneys, 

insurers, investors, successors, assigns, representatives, officers, directors, brokers, 

shareholders, predecessors, successors and assigns, and any corporation, partnership or 

limited liability company which was or is at any time the parent or wholly owned 

subsidiary of such entity, and any such corporation's, partnership's or limited liability 

company's.officers, directors, employees, or any corporation, partnership or limited 

liability company which was or is an affiliate of such entity by virtue of common 

ownership or control, and any such corporation's, partnership's or limited liability 

company's, officers, directors, and/or employees of and from any and all actions,' causes 

of action, claims, demands, damages, debts, losses, costs, expenses, attorney fees or other 

liabilities of every kind and nature whatsoever, whether legal or equitable and whether 

known or unknown, arising out of, resulting from, or relating to, in any manner, the 

Action, the obligation to repurchase and/or indemnify for losses associated with the 

Loans, the claims and causes of action that were or could have been asserted relating to 

the obligation to repurchase and/or indenmify for losses associated with the Loans, or any 

facts or circumstances related to the obligation to repurchase and/or indemnify for losses 

associated with the Loans. It is expressly understood that Trust One is not releasing other 

parties (i.e. beyond the FDIC and its released persons and entities) related to the Loans, 

including but not limited to the borrowers, loan brokers, appraisers, escrow companies, 

insurance and title companies involved with the Loans. 

1.17 Notwithstanding any other provision in this Settlement Agreement, the 

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

Settlement Agreement had not been executed any action taken by any other federal 

agency. In addition, this Settlement Agreement does not purport to waive, or intent 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 for any federal judicial 

district. In addition, the FDIC specifically reserves the right to seek court ordered 

restitution pursuant to the relevant provisions ofthe Victim and Witness Protection Act, 

18 U.S.C. § 3663, et seq., if appropriate. 

1.18 Notwithstanding any other provision in this Settlement Agreement, the 

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

Settlement Agreement had not been executed any claims against Trust One arising out of 

existing or failed financial institutions other than IndyMac. 

1.19 Conditions of Execution. Each Party acknowledges and warrants that its 

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execution of this Settlement Agreement is free and voluntary. 

1.20 No Admission. It is agreed that no Party hereto admits liability or 

wrongdoing of any nature, and that this Settlement Agreement is made as a compromise 

of disputed claims. 

1.21 Fair Meaning. The Parties hereto further agree that the language of all 

parts of this Settlement Agreement shall in all cases be construed as a whole, according to 

its fair meaning, and not strictly for or against any ofthe Parties. 

1.22 Governing Law. The Parties agree to submit to the Courts of the County 

of Orange, California, for any dispute arising out ofthis Settlement Agreement, or related 

thereto, and consent to the jurisdiction of said Courts and further agree that any and all 

matters of dispute shall be adjudicated, governed and controlled under California law. 

1.23 Attorneys' Fees. Should any action be commenced to enforce, interpret, 

or seek damages, injunctive relief, or specific performance for violation ofthis Settlement 

Agreement, the prevailing party shall, in addition to any other available relief, be entitled 

to an award ofreasonable attorney's fees and litigation expenses incurred in the 

prosecution or defense of the action, including any appeal. 

1.24 Severability. The Parties hereto agree that if any provision of this 

Settlement Agreement is declared by any court to be illegal or invalid, the validity ofthe 

remaining parts, terms or provisions shall not be affected thereby, and such illegal or 

invalid part, term or provision shall be deemed not to be part of this Settlement 

Agreement. 

1.25 Binding Effect. This Settlement Agreement shall be binding upon and 

inure to the benefit ofthe Parties and their respective heirs, personal representatives, 

successors, and assigns. 

1.26 Review and Understanding. The Parties have entered into this 

Settlement Agreement voluntarily, having fully read and fully understanding the meaning 

and effect of all of its terms and provisions, and fully understanding its and their costs 

and risks. Each of the Parties has consulted with legal counsel concerning this Settlement 

Agreement and has conducted such inquiry as they deem necessary and advisable prior to 

entering into this Settlement Agreement. The Parties enter into this Settlement 

Agreement understanding that facts or other circumstances may exist which are presently 

unknown or undisclosed, or which are different from or other than those which they 

believe to be the case, and the Parties voluntarily assume all risks attendant to such 

unknown, undisclosed, different, or additional facts or other circumstances. 

1.27 Number. Whenever applicable, the singular shall include the plural, and 

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the plural shall include the singular. 

1.28 Counterparts/Execution. This Settlement Agreement may be executed 

in one or more counterparts, all of which shall form a single agreement. A Party's 

signature on this Settlement Agreement by facsimile shall be valid and effective for all 

purposes as an original signature, provided, however, that the original signature shall be 

produced upon request. 

1.29 Waiver. No term or condition of this Settlement Agreement shall be 

deemed to have been waived, nor shall there be an estoppel against the enforcement of 

any provision of this Settlement Agreement, except by written instruments signed by the 

Party charged with the waiver or estoppel. No written waiver shall be deemed a 

continuing waiver unless specifically stated therein, and the written waiver shall operate 

only as to the specific term or condition waived, and not for the future or as to any other 

act than that specifically waived. 

1.30 Headings. The headings of paragraphs herein are intended solely for the 

convenience of reference and shall not control the meaning or interpretation of any ofthe 

provisions of this Settlement Agreement. 

1.31 Subsequent Agreements. The Parties agree that, upon the reasonable 

request of the other Party, they shall execute, acknowledge, and deliver any additional 

instruments or documents that may reasonably be required to carry out the intentions of 

this Settlement Agreement, including such instruments as may be required by the laws of 

any jurisdiction, now in effect or hereinafter enacted, that may affect the rights ofthe 

Parties as between themselves or others with respect to their rights and obligations 

created by this Settlement Agreement. 

1.32 Entire Agreement. The Parties hereto further agree and promise that this 

Settlement Agreement sets forth the entire agreement between and among the Parties and 

fully supersedes any and all prior negotiations, agreements or understandings made 

between or among the Parties. This Settlement Agreement shall not be modified except 

in a writing signed by the Parties or their authorized representatives. 

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------------------------

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties 

have executed this Settlement Agreement as of the date set forth in the opening paragraph 

ofthis Settlement Agreement. 

For: 	 The Federal Deposit Insurance For: Trust One Mortgage Corporation 

Corporation as Receiver for 

lndyMac Bank, FSB 

(b)(6) 

By: 	 By: I 	 ~ Name: Jot:.-}:.. S- UJrl.t..-4,.1..'\,. Name: 

Title: ~t.lnS.£-.1 Title: 

Date: 	 s-/pll Date:

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties 

have executed this Settlement Agreement as ofthe date set forth in the opening paragraph 

of this Settlement Agreement. 

For: 	 The Federal Deposit Insurance For: Trust One Mortgage Corporation 

Corporation as Receiver for 

IndyMac Bank, FSB 

By: 	 ::e:l Brady Bunte 

(b)(6) 

Nrune: ________________________ 

Title: 	 Title: President 

Date: 	 Date: O!Ul2L2011 

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