SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 30th day of 

December, 2011, by, between, and among the following undersigned parties: 

(1) Federal Deposit Insurance Corporation, acting as receiver of Washington Mutual 

Bank, N.A. ("FDIC-Receiver") and (2) Coast Capital Group, Inc. ("CCG") (individually, the 

FDIC-Receiver, and CCG may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank, NA ("Bank") was a depository 

institution organized and existing under the laws of the State of Utah. 

On September 25, 2008, the Bank was closed by the Office of Thrift Supervision and the 

FDIC was appointed receiver, in accordance with 12 U.S.C. § 1821(d), the FDIC-Receiver 

succeeded to all rights, titles, powers and privileges of the Bank, including those with respect to 

its assets. Among the assets to which the FDIC-Receiver succeeded were any and all of the 

Bank’s claims, demands, and causes of action related to Bank contracts. 

On or about July 5, 2011, the FDIC-Receiver sent a demand letter to CCG alleging 

breach of the Mortgage Broker Agreement entered into by the Bank, Long Beach Mortgage 

Company (the Bank’s subsidiary), and CCG on or about July 21, 2005 (the "Broker Agreement"). 

The demand letter sought repayment of certain yield spread premium payments made by the 

Bank to CCCI under the Broker Agreement. 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, 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, the Parties 

agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-Receiver 

A. As an essential covenant and condition to this Agreement, and without 

admission of liability, CCG agrees to pay directly to the FDIC-Receiver, the total sum of onehundred ninety-five thousand dollars and no/cents ($195,000.00) (the "Settlement Funds"). 

Upon the execution of the Agreement by all Parties, CCG shall direct wire transfer the full 

amount of the Settlement Funds into the following designated account: 

(b)(2),(b)(4) 

BANK: Federal Home Loan Bank of]________ 

b)(2),(b)(4) 

ROUTING #( 

FOR CREDIT TO: FDIC National Liquidation Account 

(b)(2)(b)(4) 

(b)(2) - OBI: -FIN - Washington Mutual Bank, Henderson, NV 

CONTACT: Len DePasquale; 703-562-2063; Professional Liability (37100); 

DIF Fund 

B. In the event that the Settlement Funds are not tendered to the FDIC-Receiver by 

January 13, 2012, interest shall accrue on all unpaid amounts of the Settlement Funds at the 

rate of 5% per annum from January 13, 2012 until the date of payment. 

C. In addition, and without waiving any other rights that the FDIC-Receiver may 

have, in the event that the Settlement Funds (including all accrued interest) are not received by 

the FDIC-Receiver on or before January 13, 2012, then, the FDIC-Receiver, in its sole 

discretion, shall have the right at any time prior to receipt of all Settlement Funds (including all 

accrued interest) to declare this Agreement null and void, shall have the right to extend this 
Agreement for any period of time until it receives all Settlement Funds (including all accrued 

interest), and/or shall have the right to enforce this Agreement against CCG, in which event the 

CCG agrees to jurisdiction in Federal District Court in the Central District of California and 

agrees to pay all of the FDIC-Receiver’s reasonable attorney’s fees expended in enforcing the 

terms of this Agreement. Any decision by the FDIC-Receiver to extend the terms of this 

Agreement or to accept a portion of the Settlement Funds shall not prejudice its rights to 

declare this Agreement null and void at any time prior to receipt of all Settlement Funds 

(including all accrued interest) or to enforce the terms of this Settlement Agreement; provided 

however, that in the event the FDIC-Receiver declares this Agreement null and void, the 

FDIC-Receiver will return all amounts paid to it under this Agreement by CCC). 

SECTION El: Releases 

A. Release of CCG by FDIC-Receiver. 

Effective upon receipt in full of the Settlement Funds plus any accrued interest, and 

except as provided in Paragraph II.D. below, the FDIC-Receiver, for itself and its successors and 

assigns, hereby releases and discharges CCG and its respective employees, officers, directors, 

heirs, executors, administrators, representatives, successors and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, known or 

unknown, in law or in equity, belonging to the FDIC-Receiver, that arise from or relate to the 

performance, nonperformance, or manner of performance of CCG’s functions, duties and actions 

related to repayment of yield spread premiums under the Broker Agreement. 

B. Release of FDIC-Receiver by CCG 

Effective simultaneously with the release granted in Paragraph hA, above, CCG, on 

behalf of itself individually, and its respective heirs, executors, administrators, agents, 

representatives, successors and assigns, hereby releases and discharges the FDIC-Receiver, and 
its employees, officers, directors, representatives, successors and assigns, from any and all 

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

unknown, in law or in equity, that arise from or relate to the performance, nonperformance, or 

manner of performance of the Bank’s or CCG’s respective functions, duties and actions related to 

repayment of yield spread premiums under the Broker Agreement. 

C. Waiver of Unknown Claims 

The Parties acknowledge that, subsequent to the execution of this Agreement, they may 

discover facts or claims that are presently unexpected, unknown or unforeseen that arise from or 

relate to the Bank or to the performance, nonperformance, or manner of performance of CCG’s 

respective functions, duties and actions related to repayment of yield spread premiums under the 

Broker Agreement. The parties acknowledge the existence of Section 1542 of the California 

Civil Code, which provides 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. 

The Parties hereby knowingly and voluntarily waive the provisions of Section 1542 and any and 

all rights and benefits conferred by any statute, regulation, or principle of common law or civil 

law of the United States, of any state, commonwealth, territory, or other jurisdiction thereof, or 

of any foreign country or other foreign jurisdiction, which is similar, comparable, or equivalent 

to Section 1542. 

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D. Epress Reservations From Releases By FDIC-Receiver. 

1. Notwithstanding any other provision, by this Agreement, the FDICReceiver does not release, and expressly preserves fully and to the same extent as if the 

Agreement had not been executed, any claims or causes of action: 

a. against CCG 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 the FDIC-Receiver, the Bank, other financial institutions, or any other person or 

entity, including without limitation, any claims acquired by the FDIC-Receiver as successor in 

interest to the Bank or any person or entity other than Bank; 

b. against any person or entity not expressly released in this 

Agreement; and 

C. which are not expressly released in Paragraph 11.A above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

authority of the FDIC in the exercise of its supervisory or regulatory authority or to diminish its 

ability to institute administrative enforcement proceedings seeking removal, prohibition or any 

other administrative enforcement action which may arise by operation of law, rule or regulation. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend 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 in any federal judicial district. 

In addition, the FDIC-Receiver specifically reserves the right to seek court ordered restitution 

pursuant to the relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, 

. q., if appropriate. 
SECTION III: Representations and Acknowledgements 

A. No Admission of Liability. The Parties each acknowledge and agree that the 

matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims, and that this Agreement is not an admission or evidence of liability by any of them 

regarding any claim. 

B. Execution in Counterparts. This Agreement may be executed in counterparts 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 all Parties 

hereto; and each such counterpart, upon execution and delivery, shall be deemed a complete 

original, binding the Party or Parties subscribed thereto upon the execution by all Parties to this 

Agreement. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they are a Party hereto or are authorized to sign this Agreement on behalf of the respective 

Party, and that they have the full power and authority to bind such Party to each and every 

provision of this Agreement. This Agreement shall be binding upon and inure to the benefit of 

the Parties and their respective heirs, executors, administrators, representatives, successors and 

assigns. 

D. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, California state law. 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the Parties concerning the matters set forth 

herein. This Agreement may not be amended or modified except by another written instrument 

signed by the Party or Parties to be bound thereby, or by their respective authorized attorney(s) 

or other representative(s). 

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F. Reasonable Cooperation. 

The Parties agree to cooperate in good faith to effectuate all the terms and 

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

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to perform the terms of this Agreement. 

2. Further, CCG agrees to cooperate fully with the FDIC-Receiver in 

connection with any action required under this Agreement. Any such cooperation that involves 

any reasonable out of pocket Costs will be reimbursed by the FDIC-Receiver pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. producing additional copies of CCG’s records relating to the 

subject matter of the Broker Agreement. CCG represents and warrants that it has already 

produced to the FDIC-Receiver all of its records relating to the subject matter of the Broker 

Agreement; 

b. making themselves available upon request by the FDIC-Receiver 

at reasonable times and places for interviews regarding facts, as determined by the FDICReceiver in its sole discretion, to be relevant to the Bank so long as it relates to the subject matter 

of the Broker Agreement; 

C. appearing to testify, upon request by the FDIC-Receiver, in any 

matter determined by the FDIC-Receiver in its sole discretion, to be related to the Bank, without 

the necessity of subpoena so long as it relates to the subject matter of the Broker Agreement; 

d. signing truthful affidavits upon request by the FDIC-Receiver, 

regarding any matter, as determined by the FDIC-Receiver in its sole discretion, to be relevant to 

the Bank so long as it relates to the subject matter of the Broker Agreement. 

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G. Advice of Counsel. Each Party hereby acknowledges that 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 her counsel. 

THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 
fls4 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. 

(b)(6) 

Date: December 

/ 

2011 FEDERAL DEPOSIT INSURANCE CORPORATION 

as Receiver to Washington Mutual Bank 

BYf1111-_-i L_. 

Name: 

Title: 

012y asos,Z 

(b)(6) 

Date:December 

COAST CAPITAL GROUP. INC. 

Name: 

Title: 72Ce $1 i 

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