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SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as of th s~ day of July, 

2012. by~ betweenl and among the Federal Deposit Insurance Corporation as Receiver for 

BankUnited, FSB ("FDIC-R"). and Michael Orlando («Orlando") (individually, the FDIC-R and 

Orlando may be referred to herein as a "Party" and collectively as the 'iParties''). 

WHEREAS: 

Prior to May 21 1 2009, BankUnited. FSB ("Bank"), was a federal savings bank organized 

and existing under the laws of the United States. 

On May 21. 2009, the Office ofThrift Supervision closed the Bank and appointed the 

Federal Deposit Insurance Corporation as its receiver. In accordance v.ith 12 U.S.C. § 1 821(d), 

the FDIC-R succeeded to all rights, titles, powers, and privileges of the Bank, including those 

with respect to the claims which are subject to this Agreement 

On or about May 2, 2007, Bank funded a loan to borrowers lL--~====;;:;;;;J ----( b-).( 6) 

(b)(6\ --·--·'··"'"""- ... , .. ~ .. Un a total amount of$1,270,000 in oonnection withl 

residential property located in Santa Clara, California (hereinafter the ' L..I __ ······-········...JJr.rnnsaction''.), . . ......... (b.)(.6) 

On or about May 23; 2007~ Bank funded a loan to borrower I ·HHHHHH .. HH.}in . . .......... (b.)(6) 

(b) ( 6_) __ =- ~l?.m.ountof$ 3.1.2,500inoonnectioowith·· ············ .. ··· b refinance of a mortgage loan obtained 

in connection with a residential property located in Santa Clara. California (hereinafter the 

(b )(6..) ........................ 1. frransactionu). 

On or about May 18, 201 2, FDIC-R filed an action against Orlando and others in the 

United States District Court for the Northern District of California, Case No. C 12-02572 PSG 

(the "District Court Action"), alleging that Orlando committe-d fraud and other harmful actions in 
(b )(6.) ..................... ......... connectionwith:thd ........................... . 

to the FDIC~R 

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lrransaction and the I l:rransaction, ... which .. caused.damage.s . ............... (.b .. )(6) 

A dispute has arisen between the Parties with respect to the claims by the FDIC-R relaied 

to Orland.o s actions as alleged in the District Court Action (hereinafter any and all present and 

future claims by the FDIC~R against Orlando in connection ¥.ith theL.I __ ..... _ ...... _ ....... .... _, JLransaction.~!\4 ... .............. (.b..) .. (.6) 

(b )(6.) ... ................. .t.hel ~'ransaction are referred to as the "Claims''). The Parties engaged in settlement 

negotiations as a result of the Claims. The Parties now deem it in their best interests to enter into 

this Agreement to avoid the tmcertainty, trouble, and expense of litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, ihe 

undersigned Parties agree, each with th.e other, as follows: 

SECTION I: Payment to FDIC-R. 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

days following the date the FDIC-R executes this agreement, Orlando shall pay the FDIC-R the 

total sum of Four Hundred Fifty Thousand Dollars ($450.000) (the "First Payment"). In 

addition, also as an essential covenant and condition to this Agreement, on or before ninety (90) 

days following the date the First Payment is made, Orlando shall pay the DIC R the total sum 

of Five Hundred Fifty Thousand Dollars ($550,000) (the "Second Payment"). In additi~ also 

as an essential covenant and condition to this Agreement, on or before thiny (30) days following 

the date the Second Payment is made, Orlando shall pay the FDIC~R lhe total sum of One 

Hundred Thousand Dollars ($100,000} (the "Third Payment"). (The First Payment, Second 

Payment, and Third Payment are referred to collectively herein as the "Settlement Payment"). 

The Settlement Payment shall be made by wire transfer made payable to "Mortgage Recovery 

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Law Group Client Trust AccoW14n Account Number: I JRoutingNumber: (b)(4) 

(b)( 4) ..... H I m I Reference: BankUnited/Michacl Orlando Settlement. 

B. If the FDIC-Rdoes not receive the Settlement Payment in full on or before the 

dates determined by subparagraph A above e~settlement Payment Due Date•'), then the FDIC-R, 

in its sole discretion, shall have the right to: 

1. extend the period of time for payment, including interest accruing from the 

Settlement Payment Due Date through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 662l(b)(3); or 

2. enforce this Agreement and, in such event, Orlando agrees to jurisdiction 

in Federal District Court in California and to pay all of the FDlC-R's reasonable 

attorney's fees and costs expended in enforcing the terms of this Agreement; or 

3. declare this Agreement null and void, move to vacate any dismissal order. 

to which Orlando agrees to consent. and institute an action on the FDIC·R's claims> as to 

which Orlando waives any and all objections to the filing of such and covenants and 

agrees not to assert any objections; and/or 

4. seek any other relief available to it in law or equity. 

Any extension of time for delivery of the Settlement Payment shall not prejudice the FDIC-R~s 

right to take other action or seek any relief during or after such period of extension, including the 

right to bring an action to enforce the Agreement, or decLare the Agreement null and void. 

C. If the FDIC·R does not receive the Second Payment or the Third Payment in full 

on or before the dates detennined by subparagraph A above, then the FDIC-R~ in its sole 

discretion, shall also have the right to enforce a stipulated judgment against Orlando for the 

remaining balance of the unpaid Settlement Payment due from Orlando. In the instance that the 

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FDIC-R pursues a stipulated judgment against Orlando for Orlando's failure to fully and timely 

pay in full the Second Payment and/or the Third Payment, Orlando agrees not to oppose the 

entry or enforcement of the stipulated judgment and further agrees to compensate the FDIC-R for 

all costs, fees~ and other expenses incurred in entering and enforcing this stipulated judgment. 

Orlando agrees the judgment is not dischargeable in bankruptcy pursuant to I 1 U.S.C.A. §§ 

523(a)( 4) and 523 (a)(7). It is understood that so long as Orlando meets and complies with the 

payments referred to herein, the stipulated judgment will not be filed. 

SECfiON II: Releases. 

Each Party acknowledges that this 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 another 

Party arising from the Claims. 

A. The FDIC-R~s Release. 

Upon receipt of tile Settlement Payment, plus any accrued interest, and except as 

provided in PARAGRAPH II.C.~ the FDIC·R, solely in its limited capacity as the appointed 

Receiver of Bank and no other receivership~ hereby releases and discharges Orlando and his 

(b )(6) .... JQrrnerspo.use,IL..----·-·······-·······-·····-···· ___ _.1 from any and all claims, demands, contractS, obligations, 

damages, actions. and cau.<;es of action, direct or indirect, in law or in equity belonging to the 

FDIC-R., arising out of or relating to the Claims. 

B. Michael Orlando's Release. 

Effective simultaneously with the release in PARAGRAPH II.A. above, Orlando, 011 

(b )(6} .. ..~hAIIPfhhnself,andhisfom1erspousel·· I hereby releases and discharges the 

FDIC-R, and its employees} officers, directors} representatives, successors and assigns, from any 

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(b )(6).. Ci.I.l.4.~l.ldaimsbelongingtoOdandlloriL.._ .... ____ __,!arising out of or relating to the Claims. 

C. Exceptions to Release by FDIC-R. 

l. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. against Orlando 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, the Bank, other financial institutions, or any other person or entity, 

including without limitation any claims acquired by FDIC-R as successor in interest to the .Bank 

or any person or entity other than Bank; 

b. against any person or entity not expressly released by the FDIC-R 

in this Agreement; or 

c. which are not expressly released in PARAGRAPH II.A. above. 

2. Notwithstanding any other provision of this Agreement, nothlng herein 

limits, waives, releases, diminishes or compromises the jurisdiction and authority of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition. civil 

penalties, restitution or other relief it is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation of law, rule, or 

regulation. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement 

does not waive any claims brought on behalf of another failed institution or any claims which 

could he brought by any other governmental entity. 

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SECTION III: Insolvency. 

A. Insolvency. 

Orlando warrants as to payments made by or on his behalf that at the time of such 

payment, he is not insolvent nor will the payment made by or on his behalf render him insolvent 

Vvithin the meaning and/or for the purposes of the United States Bankruptcy Code. This warranty 

is made by Orlando and not by his counsel. 

B. Preferences. 

In the event that the FDIC~ R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-R may, without waiver of any other rights it may have in Law or 

equity, pursue any of the rights and remedies set forth in paragraphs LB. and I.C. above, and/or 

otherwise permitted by law. 

SECTION IV: Termination, 

In the event the FDIC-R exercises its right to declare this Agreement null and void as 

provided hereinf then, for the purposes of any statute of limitations or other time-based defense 

to any of the claims of the FDIC-R, the parties to this Agreement shall be deemed to have 

reverted to their respective status as of 12:01 a.m. Eastern Time. May 18, 2012. 

SECTION V: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also be sent by em.ail, to the following: 

If to the FDIC-R: 

6 
Paul Levin 

Mortgage Recovery Law Group 

700 North Brand Boulevard, Suite 830 

Glendale, California 91203 

(818) 630-7901 

(b )(6 )••••••••••• m mm J m •••-'''''''''''''''''"''"''''''''''''''"''''''''''''''''''''''''' 

If to Michael Orlando: 

Frank Ubhaus 

Berliner Cohen 

10 Almaden Blvd., Eleventh Floor 

San Jose, California 95113 

(408) 286-5800 

(b) ( 6) ml """""""""" 00000000000000000000000000000000000"""' 

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SECTION VI: Other Matters. 

A. No Admission of Liability. 

The Wldersigned Parties each acknowledge and agree that the matters set forth in this 

Agreement constitute the settlement and compromise of disputed claims and defenses, that this 

Agreement is not an admission or evidence of liability or infmnity by any of them regarding any 

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

against any Party hereto. except to enforce its terms. 

B. Execution in Counterparts. 

This Agreement may be executed in counterpatis by one or more of the Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as if one document had been signed by aU Parties hereto; and each such counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the Party or Parties 

subscribed thereto upon th.e execution by all Parties to this Agreement. 

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G. Adviee of CounseL 

Each Party hereby acknowledges that he or it has consulted with and obtained the advice 

of counsel prior to executing this Agreement, and that this Agreement has been explained to that 

Party by his or its counsel. 

H. Tide and Captions. 

AU section titles and captions contained in this Agreement are for convenience only and 

shall not affect the interpretation of this Agreement. 

I. Authorship/Constrnction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Miebael Orlando 

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