SETTLEM.ENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreemenf') is made by, between, 

and among the following undersigned parties: 

Fed0:ral Deposit Insurance Corporation as Receiver fo.r vVashington Mutual 

Bank ("FDlC-R") and Trustworthy Mortgage Corporation (''TMC") (individually, 

.FDIC-Rand TMC may bt: referred to herein as "Party" and collectively as tlH~ 

"Parties''), This Agreement shaU be effective as of the date last executed by any 

Pa.rty ("Effective Date"), 

WHERP.;A.S: 

Prior to September 25, 2008, \.Vashington .:Mutual Bank ("WalVlu") was a 

depository institution organized and existing under the laws of the United States; 

On September 25, 2008, the Office of Thrift Supervision dosed the Bank and 

pursuant to 12 lLS,C, § 182J(c), Federal Deposit Insurance Corporation was 

appointed Receiver, 111 accordance with 12 U.S,C, § 1821(d), FD1C•R succeeded to 

all rights, titles, powers and privileges of VVaMu, including those with respect to its 

assets: 

Among the asi:K~ts to which FDIC-R succeeded \vere aH of WaMu's claims, 

dcrnands, and causes of action against mortgage brokers; 

On I\1ay 31, 2022, FDIC·R filed a complaint fox money damages against TlVIC, 

Those c.laims for damage& are now p(mding in the United States District Court fox 

the Central District of California in FDJC.R v, TJUC, Ne 8:22•cv-1076 CA,ction'l 

TTvlC has denied liability in the Action; and 

The undexsigned Parties deem it in their best interests to enter into this 

Agreement tu avoid the uncertainty and expense of further litigation: 

NOW, THEREFORE, in consideration of the promise::< undertakings, 

payments, and releases stated herein, the sufficiency of which considerntfon is 
hereby acknowledged, the undersigned Parties agree, each with the other, as 

fi}llmvs: 

SECTION J; Payment to FDIC-R 

A, As an Dssential covenant and condition to this Agremnent, TMC 

shall pay FDIC-R the sum of Four Hundred Thousand Dollars ($400,000,00) ("the 

Settlement Payment") in the following installments: 

l, Ninety.Six Thzmsand Dolhu:s ($9G,00(}00) payab1€ in 12 monthly 

instailments of Eight Thousand Dollars ($8,00(LOO) per month, due 

on the first of each month (or, where the first of the month falls on a 

weekend o.r federal holiday, on the next business day), commencing 

on July 1., 2023; 

2, One Hundred Twenty Thousand DoJlars ($120,000J)O) payable in 

12 m.onth]y installments of Ten Thousand Dollars ($10,000.00) per 

month, due on the first of each month (or, where the first of the 

m.onth falls on a weekend or foderaJ holiday, on the next business 

day), conunencing on tfoly 1, 2024; 

3. One Hund.red Forty•Fonr Thousand Dollars ($144,000.00} payable 

in 12 monthly installments of Twelve Thousand Dollars 

($12,000,00) per month, due on the first of each month (or, where 

the first of the month falls on a vreekend or federal holiday, on the 

next business day}, conunencing on July l, 2025; and 

4. Fo:rty Thousand Dollars (S40,00CI) payable on J u1y 1, 2026, 

The Settlement Payment sha11 constitute a debt due and owing to FDIC·R, an 

instrumenta1ity, agency nnd/or other entity of the United States, on the Effective 

Date The debt shall be discharged by paymm1t in full to FDIC-R 

R TivfC shall deliver oach installment to FDIC,R: hy electronic funds 

trnnsfor pursuant to s,vrhten instruction.s including a tax identification number to 
be provided by FDI(>R, contemporaneous with signing the AgreemenL 

C, If FDIC-R does not receive the installment in full on or before its 

due date, then TMC shall b0 in default of its payment obligations CDefarnJt'} Upon 

Default, FDIC-R may declare the entire unpaid portion of the Settlement Pay1nent 

immediately due and payable, and interest shall accrue thereon at the rate of five 

percent (5%) per annum or the rate calculated in accordance with 26 U,S,C. § 

G621(a)(2), 1,vhichever rate is higher ("Default. Interest Rate"), on the unpaid total 

until paid in full, and FDIC-R, in its sole discretion, shall have the right to: 

L Waive the Default and extend the period of time for the pay1mmt 

of any installment in writing, including interest at the Default 

Interest Rate accruing from the date determined by subsection A 

above: 

2, lGnforce this Agreernent, in ,:vhich case TMC agrees to exclusive 

jurisdiction and venue in United States District Court in the 

Central District of California; 

3, Enforce the Stipulation for Entry of ~Judgment pursuant to 

Section LD,_ below; and/or 

4, Seek any other relief available to it in law or equity, 

An;y decision by FDIC-R to extend the time, and any extension oftime, under 

Section LC, 1 frn, delivt~ry of any installment or any decision by FDIC-.R to accept a 

port.ion cf the Settlement Payn1ent, and any acceptance of a portion of the 

Settlement Payment, shall not prejudice FDIC-R's rights to take any of the actions 

set forth in Section LC 1 through L CA at any time prior to receipt: of Settlement 

Payment (including all accrued interest) in full, 

D, Simultaneously with the full execution of this Agreernent by aU 

Parties, the Parties agree to execute the Stipulation for Entry of ,Judgment for the 

full amount of the Settlmmmt Payment, If 'TMC defi:rnits on any instaUmenL FDIC 

3 
R may seek to enforce the Stipulation for En.try ofJudgment in the United States 

District Court for the Central District of California on an ex parte basis, subject to 

the Federal Rules of Civil Procedure and the Local Rules o.fthe United States 

District Court for the Central District of California; provided, however, that prior to 

seeking to enforce the Stipulation for Entry ofJudgment, FDIC-R shall provide 

TMC with notice of a default of a paynwnt due under the Settlement Payment and 

allow T.MC a ten (10) day opportunity to cure the default, Notice of default is 

required solely to enfrn:ce the Stipulation for Entry ofJudgment and shall not 

otherwise hn.pact any of FDIC-R's rights and/or n:nrwdies under thi& Agreement. in 

any ,vay, If any portions of the Settlement Payment .are received pr:iox to default, 

FDIC·R shall file a Notice of Partial Satisfr.i.ction of (Judgment concurrently with the 

Stipulation for Entry of Judgment, to set forth the amount of the Settle:ment 

Payment already paid, FDIC-R. shall be entitled to recover reasonable attorneys' 

fees and costs incurred in connection with enforcing the Stipulation for Entry of 

Judgment. 

SECTION 11; Stipulation and Dismissal 

\Vi.thin ten {10) business days after the latter of 1) foll execution of this 

Agreement by aU of the F'arties and 2) receipt of thEi initial instalhnent, FDIC·R 

shaJl file a stipulation of dismissal and joint motion for order of dismissal retaining 

jurisdiction pursuant to Federal Rule of Civil Procedure 41, executed by the 

attorneys for aU Parties hereto, in the form attached as Exhibit A, 

SECTION HI: Releases 

Upon receipt of the Settlement Payrnent in full and except as provided in 

Section HLC« FDIC-R for itself and its successors and assigns, hereby releases and 

4 
claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, belonging to FDIC\R, that arise from or relate t.o 'T'MC's 

mortgage broker activities frH' \VaMu, including without limitation the claims 

alleged in the Action, 

R TJVI.C's R.eciprocal__R.dease. 

Effoetive simultaneously with the rek,asc granted in Section HLA., above, 

TMC and its :respective parents, subsidiaries, and affiliates, and their respective 

successors and assigns hereby :releases and discharges FDIC·R, and its employees, 

officers, directors, :representatives, attorneys, successm's and assigns, from any and 

aH claims, demands, obligations, damages, actions, and causes of action, direct Ol' 

indirect, in lrnv or in equity, that arise from or relate to TMC's mortgage broker 

activitjes for \Va.Mu, induding without limitation the claims alleged in the Action, 

C, Exceptions from Releases by FDIC-R 

L Notv;ithstanding any otheT provision of this Agreement, FDIC, 

in any capacity, does not :release, and expressly pres(irves fully and 

to the same extent as if this Agreement had not bc(:m executed, any 

claims or causes of action: 

a, Against '.f:vIC 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, WaMu, other financial institutions, or any 

other person or entity, including without limitation any 

such claims acquired by FDTC·R as successor in interest 

to \Va?vfo or any person. or entity other drnn WaMu; 

b by FDIC in any capacity other than as Receiver for 

Wal\iu: and 

,.;, Against any pe.rson or entity not expn}ssly released by 

5 
FDIC>R in this AgromncnL 

2, Notwithstanding any otlwr provision of this Agreement, nothing 

m this Agreement sha.11 be construed or interpreted as limiting, 

waiving, releasing, 01' comprornising the jurisdiction and authority 

of Federal Deposit Insurance Co.rpornLion in tbe exercise of its 

supervisory or regulatory authority or to dirninish its ability to 

institute administrative enforcement or other proceedings seeking 

removal, prohibition, or any other relief it is authorized to seek 

pursuant to its supervisory or regulatory authority against any 

person or entity_ 

3, Notwithstanding any other provision of tbis A.grccment, this 

Agreement shall not be construed or interpreted as waiving, or 

intending to waive, any claims that could be brought by the United 

States or any department, agency or instrumentality thereof (other 

than FDIC-R), including, hut not limited to, through the United 

States Department of Justice or any United States Attm'ney'i:; 

Office, 

SECTION 'V: Representations and Acknowiedgermmts 

A., A uthorizi1,L.$Iz!.tiltorieg, All of the undersigned persons represent and 

warrant that they are Parties hereto or are authorized to sign this Agreement on 

behalf of the respective Party, and that they have the fuB power and authority to 

bind such Party to each and every provision of this AgreernenL This Agreement 

shall be binding upon and inure to the benefit of tho 1.mdersigned Parties and their 

respectiv{~ heirs, executors, trustees, adrninistxators, representatives, succtssorn 

and assigns, 

R /:kds:ice of CounseL Each Party hereby acknowledges that it has 

consulted. with and obtained the advice of counsel prior to t-:xu:uting this 
Agreement, and that this Agreement has been explained to that Party by its 

counseL 

SECTION Vl: Reasonable Cooperation 

Tho Parties agree to cooperate in good faith to effi:ictuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys 

to do, whatever is reason.ably necessary to effectuate the signing, <lelivmy, 

execution, filing, recording, and entry, of any documents necessary to conclude the 

Action and to other,vise perform the terms of this Agreement, 

SECTION VH: Other Matters 

A, No 1\dmission of Liahili.ty, The Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and 

comp.romise of disputed claims and defenses, that this Agreement is not an 

adm.ission or evidence of liability or infirmity by any of them regarding any daim or 

defense, and that the Agreement shall not be offered or received in evidence by or 

against any Party except to enforce its terms, 

R Counterpartfi___ gxv.l.P..igi.t.@J Signatures, This Agreement may be executed 

digitally by DocuSign or similar services which use public key cr)7)tography 01· by 

hand, 1n any number of counterparts, and delivered electronically or physically, 

each original or electronic copy thereof win be deemed an original, and aU of which 

vvhen taken together constitute one and the same Agreement, 

C. Choifg___ of Law/Jqrisdict.io11, Thie Agreement shall be interpreted, 

const:nted and enforced according to applicable federal Jaw, o:r in its absence, the 

faws of tfo: State of California, For purposes of construing this Agreement, this 

i\grnement shaH be deemed to have been drafted by all I'arties to this Agreement 

and shall not, therefore, be construed against any Party for that re<1sun in any 

subsequent dispute. All Pr.i.rties hereto submit to the personal ,iurisdiction of the 

7 
United States District Court for the Central District of California for purposes of 

implementing and enfbrci.ng the settim:nent embodied in this Agreement, 

Notices, Any notices required hereunder shall be sent by nationaUy 

recognized overnight delivf~ry service (e,g, FedEx o:r UPS), and by email, to the 

following: 

If to FDTC"R: Stuart T'onkinson 

Federal Deposit Insurance Corp, 

3501 Fairfax Drive 

Arlington, Virginia 22226 

Email: jtonkinson@fdic,gov 

(21.4) 673-7549 

1f to 'LMC: Aaron Sun 

l\:Janager 

Trustworthy l\fortgnge Corp, 

1964 Ga1lows Road 

Suite 350 

Vienna, Virginia 22182 

Email: aaron@trustworthyloanJ:om 

(703) 827 •0899 

K Entire Agreement and Amendments, This Agreement, including 

exhibits, constitutes the entire agreement and understanding between and among 

the Parties concerning the matters set forth herein and supersedes any prior 

agreements or understandings, This Agreement may not be amended or modified, 

nor may any of its provisions be waived, except in writing signed by the Parties 

bound thereby, or by thefr respective authorized attorney(s), or other 

representative(s), 

F, Titles and Captions, AU section titles and captions contained in this 

Agrnement are for convenience only and shall not affect the interpretation of this 

Agreement, 
CL No Confidentiality, The Parties acknowledge that this Agreement 

shall not be confidential and wil1 be disclosed pursuant to Fedexal Deposit 

Insurance Corporation's applicable policies, procedures, and other legal 

requirernents, 

JN WITNESS 'NHEREOF, the Parties hereto have caused this Agreement to 

be executed by t'.&ch of them or their duly t.rntho.rized representatives on the dates 

hereinafter subscribed, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER F'OR 

vVASHING'l'ON MlJTUAL BANK . ·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·---. ' i ' i ; i b6 ;i 

BY! ! ~ i j...._.... 

TIT~.;-·-·-·-·-·-·-·~,'l"..Y"~l:-.c...:::~,~----·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·! 

PHJNT Ni\1v1F:: J,S, Tonkinson 

i i

Date: TRUSTvVORTHY MORTGAGE CORPORATION 

BY: 

TITLE: Manager 

PRINT NA1vIE: Aaron Sun 

9 
____

(t No {Lonfideq1Jahtv, The Parties admowledge that this Agrooment 

drnH not b~1 ton.fidential and wiH be disclosed purstwrtt to Pedei<nl Deposit 

Insmance Corpma tion's 1:1pp1iq~ble policies, procedures, and other legal 

rnqui:rcment;s. 

IN \VITNESS WHEREOF, th~ Pin:ti11s lwi·eto huve caused this Af,'T(oomentto 

he oxecut0d by each of them or tJwir duly authorized repreaentativeF.< on t.be drm~s 

heri3inafter imbscribed. 

FEDERAL DEPOSIT INSURANCE 

COll.PORATION AS RECEIVER :FOR 

WAS:EUNO'l'ON _MUTUAL BANK _, i i 

i i ; i b6 ;i i i l i i

1JY1 l 

1~1'],l.~;:•-·-·-·-·-·-·-.w"'v"t.JC"ll-~O~;:,;-·-·-·-·-·-·-·-·-·-·-·-•-·-•-·-•-·j 

PRINT NAME: tUiL 'I'onkinson 

{, ! l 

Date: O/zi/23 Tm.Ji b tOHPORATION i ! 

! i 6 !

BY: ' ~--·-"-"'- TJTL~-;--·-·-·-·-·-·-·11,rrnrrn;gm·-·-·-·-·-·-·-·-·-·-·1 

PRJNT NA1\'1E: Aaron Sun 

9 
11 

l

i. 

EX1UBI'f A l ii 

! 

2 l1 

. MO~TGAG~ R~ECOVERY i:A~ G!~UP, LLP 

3 PALL A, LEv IN (State Bar No, 2290 1 t) 

4 .L<\UREN IvL GIBBS (State Bar No, 251569) 

' 550 North Brand Bou1eva.rd, Suite 1100 

5 Chmda1e, Cahfornia 91203 

, Tdc1~hone: ~81;'3) €30-?HOO Fac~imi~: (818) 630-7920 

6 e-ma1I: plevm(sthcmrlg.com, lg1hbst0themrlg.com 

7 

, Attorneys for Plaintiff Federal Deposit 8 Insurance Corporation as Receiver 

for Washington IVI.utua1 .Bank 

9 

l O FEDERAL DEPOSIT INSURANCE 

CORPORATION 

11 STUART TON KINSON 

l 8501 Fairfax Drive 

I 2 Arlington, VA. 22226 

13 Telephone: (7214) 673•754H 

: f.Hx1ai1: jtonkinson@ftlic,gov 

l4 

Co•Counsel for Plaintiff 

15 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

]7 

J8 ! 

FEDERAL DEPOSIT INSURANCE 

19 CORPORATION AS RECEl\/ER FOR 

20 ! WASHINGTON MUTUAL BANK, 

i 

Piaint.iff, 

vs. 

24 TRUST\VORTHY IV10RTGAGE 

CORPORATION, 

251 

DcfondanL 

26 

28 i 

STIPULATION A1"\D JOINT l'HOTION TO 

DlSMlSS W'lTHOUT PREJUDlCE 

PURSUANT TO FED.R. C!V,P. 41 \VITH 

RETAIN El} ,HJRIS.DICTION 

JOJNT MOTfON TO DfSMJSS 
2 

3 

4 

5 

6 

7 

8 

ii 

II,, 

Pursuant to Federal Hule of Civil Procedure 41 (at Plain tiff Federal 

Deposit Insurance Corporation as Receiver for \Vashington lvlutual Bank 

and Defr:ndant Trustworthy l\:Iortgage Corporation agree to and jointly 

move for entry of an order (1) dismissing this case without prejudice 

pursuant to the Settlement Agree111ent attached to this stipulation, (2) 

incorporating this stipulation and the attached Settlement Agreement 

into the dismissal orde1\ and (3) retaining the Court/s jurisdiction to 

enforce the terms of the Settlen1ent Agreement. This disn:iissal without 

9' prejudice by the parties is conditioned upon the court agreeing to retain 

l O jurisdiction over the Settlement AgreemenL 

11 For the aforementioned reasons, this case i.s DISMISSED in 

12 accordance with the parties; stipulated settlement agreementj with the 

13 Court retaining jurisdiction over this case for the purpose of enforcing 

14 the terms of the attached Settlement Agreement, which is incorporated 

l 5 into this Order and each party to bear its/their own costs and attorneys1 

16 I fees, lfreopening of the action to enforce settlement becomes necessary, 

17 

18 

19 

20 1 

21 

23 

25 

it shall be reopened as though it had never been closed. 

It is SO ORDERED. 

lJ.S. District rJ udge 

\V.E SO 1\rlOVE \VE SO 1\:IOVE 

CounseI for Plaintiff Counsel for Defendant 

2 

JOJNT i\/OTION TO DlSM!SS 
EXHIBITB ! 

2 

,,, Tu-10RTGAGE RECOVERY LA\V GROUPt LLP 

;:;. Pi\UL t'L LEVIN (State Ba:r No, 229077) 1 

4, LATJRKN M, GIBBS (State Ba:r No, 2fil5G9) 

1550 North Brand Boulevard, Suite 1100 

5 Glendale, California 91203 

' Telephone: (818) 630v7900 Facsimile: (818) GH0-7920 

6 e-mail: plevin@themrlg.com, lgibbs@tbemrlg,corn 

7 

1 Attorneys for Plaintiff Federal Deposit 

8 Insurance Corporation as Receiver 

ib:r Washington Mutunl Bank 

9 

! 

l (J FEDERAL DEPOSIT INSURANCE 

CORPORATION 

11 !, STUART TONKINSON 

' 3601 Fairfax Drive 

12 Arlington, VA 22226 

13 Telephone: (7214) 673-7549 

,, e-mail: jtonkinson(&Jfdic.gov 

14: 

Co-Counsel for Plaintiff 

15 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

17 

l8, 

: FEDERAL DEPOSIT INSURANCE 

19 CORPORATION AS RECEIVER FOR 

20 \VASHINGTON l\fUTUAI, BANK, 

21 Plaintiff,

22 

24 TRUST\VORTHY IvIORTGAGE 

CORPORATION, 

25! 

d 

i1 Defendant, 

Case No. 8:22•cv-1075-JWH•JDE 

STIPULATION FOR ENTRY OF 

.JUDGMENT 

STIPULJ\T!ON FOR ENTRY OF JUDGMENT 

26 
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1 i 

2 

3 

4 

5 

6 

7 

1. PARTIES 

This Stipulation for Entry of tludgment CStipulation'') is entered 

into by and between plaintiff Federal Deposit Insurance Corporation as 

Receiver for \Vashington 1\1utua1 Bank C'FDICWR") and defendant 

Trustworthy 1\Iortgage Corporation. ("TivIG} The persons and entities 

entering :into this Stipulation are at times referred to individually as a 

"Party1' and coHective]y as the "Parties!' 

RECITALS: 

The Parties enter into this Stipulation w:ith reference to and in 

10 : acknowledgment: o:f the following facts: 

11 

• l ?' Mt< i

l3 

14: 

15 

16: 

]7 

18 

19 

21 

24 

25 

26 

27 

28 

' 

! 

2.1 On Ivlay 31, 2022, .FDIC-R filed a complaint in the 

United States District Court, Central District of California, 

Case No, 8:22•cv-1075 (the ;

1

Actionii), alleging certain claims 

against TlvlC, 

2.2 Subsequent to the filing of the Action, the parties 

entered into a Settlement Agreement contemplating entry of 

judgment on the terms stated herein, upon the satisfaction of 

certain conditions, 

The conditions for entry ofjudgment set forth in the 

Settlement Agreement have been satisfied, 

STIPULATED ~JUDGMENT. 

3.1 TMC stipulates to the entry ofjudgment in the sum of 

Four Hundred Thousand Dollars ($,100)000.00) in fmror of 

FDIC-R. 

3.2 Any amounts paid by TIV1C to FDIC-R under the 

Settlement Agreement shall be set forth .in a Notice of Partial 

1 
II·, 

1 Satisfaction of ~Judgment, to be filed concurrently herewith by 

2 FDIC-R. 

3 :3.3 Interest sha11 accrue at the legal rate of 10 percent per 

4 annum from the date of ent.ry of judgmenL 

5 3.4 F'DICWR shall be entitled to recover its reasonable 

6 attorneys1 foes incurred in connection with the Action. 

7 i• 

I 

81 

ENFORC:Kl\1IINT 

The United States District Court for the Central District of 

9, California, shall retain jurisdiction after entry of the Stipulated 

10 Judgment to hear and determine all 111atters related to this action and to 

11 , enforce this Stipulation. 

7. UNDERSTANDING OF TER1\1S 

13 The parties represent that they have read this StipulationJ that its

.l 4 terms have been fully explained to them by their attorneys, and that 

15 they understand and agree with its terms. 

l 6 i, 8. AUTHORITY TO ENTER INTO STIPULATION, 

Each signatory to this Stipulation represents that he or she is fully 

18 ii authorized by the party he or she represents to enter into this 

19 Stipulation, to execute it on behalf of the party representc{t and to 

20 legally bind that party, 

21 ii 9. FXECUTION IN COUNTERPARTS, 

22 

17 

This Stipulation may be executed in counterparts, each of which 

23 shaH be deemed an originaL Said counterparts shall constitute but one 

I 

24' and the san:'.le document, and when a copy is signed by an authorized 

25 representative of each party, the Stipulation shall be effective as if a 

26 single document \Vere signed by aH parties, 
II 

II 

~ l 

2 

3 

4 

5 

Counsel for Plaintiff Counsel for Defendant 

Date: ----

6 

7 

8 

9 

10 

11 h,. 

12 

J3 ll 

:; 

l 5 , 

l 

1(): 

17 

pf 

19 

"!Q ,. k i 

I 

21 

24 

26 

4