SETTLEMENT AND RELEASE AGREEMENT 

. . 

This Settlement and Release Agreement ("Agreernent") is made _by, between, and among 

the following undersigned_ parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Lydian Private Bank 

("FDIC-R"); and Capital Home Sales & Loans Corp. ("Capital Home") (the "Settling 

Defendant") (individually, the FDIC-R and the Settling Defendant may be referred to herein as 

"Party" and collectively as the "Parties,). 

RECITALS 

WHEREAS: 

Prior to August 19, 20 II, Lydian Private Bank C'Lydian" or the "Hank") was a 

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

On August 19, 201 1, Lydian was closed by the Office of the Comptroller of the Currency 

("OCC") and pursuant to 12 U.S.C. § l82l(c), the Federal Deposit Insurance Corporation was 

appointed Receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all 

rights, titles, powers and privileges of the Bank, including those with re:,J)ect to jts asset<;. 

Among the assets to which the FDIC-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement. 

Capital Home brokered, sold and/or delivered loans to the Hank pursunnt to a written 

agreement. A dispute has arisen between the Parties with respect to an outstanding demand for 

repurchase and/or indemnity. Specifically, the FDIC-R made a demand to Capital Home for 

repurchase and/or indemnification based upon claims that Capital home breach representations 

and warranties as set forth in the written agl'c_cmcnt ("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 unccLtainty, trouble and 

expense of litigation. 

NOW, THEREFORE, in considcmlion of the promises, undertakings, payments} and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 
undersigned Parties ag.ree, each with the other, as follows: 

SECTION I: Payment to FD[C"R 

A. As an essential covenant and condition to this Agreement, the Settling Defendant 

agrees to pay the FDTC-R the sum of fifteen thousand dolla£S ($ LS,OOO) Cthc Settlement 

Amount") within tbit1y (30) days of the FDIC-H.'s execution of this Agreement, in settlement of 

the Claims. 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfer into Mortgage Recovc1y Law Group LLP's Client T111st Account or by 

certified or cashier's check dt·awn upon a depository institution acceptable to FDIC-R. rn the 

event that the Settlement Payment is not delivered to the FDI9-R (or its counsel) within the 

time frame required in subsection A above, interest shall accrue on all unpaid amounts at the rate 

of 5_% per annum from thitty (30) calendar days following the date the FD.lCMR executes this 

Agreement until the date of payment. 

C. If the FDIC-R does not receive the Selllemcnt Payment in full on or before the 

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662l(a)(2); or 

2. Enforce this Agreement, in which event the Settling Defendant agrees to 

jurisdiction in United States District Com1 for the Central District of Calitor.uia and to pay all of 

the FDIC-R's reasonable attorney's ~ees and costs expended in enforcing the terms of this 

Agreement; or 

3. Termitiate the Agreement and move to vacate any disntissal order, to 

which the Settling Defendant agrees to consent and re-institute an action on the FDIC~R's · 

claims. The Settling Defendant further a~rees to waive any defense based on any statute of 

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limitations that would bar any of the PDIC-R's claims and waive all objections, defenses, claims 

or counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Any extension of time under Section l.C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R' s rights to take 

any of the actions set fo1·th jn Section I.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accmed interest) in ~ull._ 

SRCTION If: Releases 

Each Party acknowledges that this Agreement applies to all claims for injuries, damages, 

or losses of any type or nature (wj1ether those injuries, damages, or losses are known or 

unknown, foreseen or unforeseen, patent or latent) which that Party may have against another 

Party arisjng from the Claims. Each Party hereby expressly waives application of California 

Civil Code §1542 and any other similar statute or mte. 

Each Patty 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 docs 

not know o1· 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 heJ settlement with ·the debtor. 

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 Claims, the claims and causes of action that were or could 

have been asserted relating to the Claims, or any facls or circumstances related to the Claims, 

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 

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claims for damages that may exist as ofthe date of this release but which that Party does not 

know exists, and which, if known, would materially aftcct that Patty's decision to execute this 

release, regardless of whether that Party's Jack of knowledge is the result of ignorance, oversight, 

error, negligence, or any other cause. 

A. The FDIC-R's R~killi~.! 

Upon receipt of the Settlement Payment jn full and except as provided in Section III. C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

Defendant and its respective heirs, executors, tmstees, administrators, representatives, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, belonging to the FDIC-R, thal ar1se from 

or relate to the causes of action alleged in the Claims. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section HI. A. above, the 

Settling Defendant, on behalf of itself and jts respective heirs, executors, trustees, administrators, 

agents, representatives, attorneys, successors, and assigns, hereby releases and discharges the 

FDIC~R, and its employees, officers, directors, representatives, attorneys, successors and assigns, 

from any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, that arise from or relate to the causes of action alleged in the Claims. 

C. Exs.Gruions from Releases by FDIC-.R. 

1. Notwithstanding any othcx provision of this Agreement, th.e FDTC-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 the Settling Defendant or any other person or entity for 

liability, if any, incurred as the maker, endorser o.r 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 such claims acquired by .FDIC-R as 

successor in interest to the Bank or any person or entity other than Bank; and 

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

in this Agreement. 

2. Notwithstanding any other provision of this Agl'eement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, r~ easing, or compromisjng the 

jurisdiction and authority of the Federal Deposit lnsuranec Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, pr<;>hibition, or any other relief it i~ 

authorized to seek pursuant to its supetvisoty or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

docs not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United Stutes Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. § 

6. In addition, the FDIC-R specifically rcsctves the right to seek court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, t8 U.S.C. §§ 3322 

and 3663 t. ~. if appropriate. 

SRCTION HI: Representations nnd Acknowledgements 

A Authorized Signatories. All of the undersigned persons represent and watTant that 

they arc Parties hereto or arc 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 

·undersigned P~1tics and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. · A<;Jyjce of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explajned to that Party by his or her couns~l. 

SJ!~CTION TV: Reasonable Cooperation 

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

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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 conclude the Claims and to othetwise perform the tcr~s of this 

Agreement. 

SECTION Y: Other Matters 

A. No Admission ofLiabilit}:. The undersigned 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.liahility or infirmity 

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 except to enforce its terms. 

H. Execution in Counterparts. This Agreement may be executed in countcq)arts by 

one or more of the Parties and all such counterparts when so executed shaH together constih1tc 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of .Law. This Agi·ccment shall be interpreted, construed and enforced 

according to applicable fcdcrat law, or in its absence, the laws of the State ofHorida . 

.D. Notices. Any notices required hereundet shall be sent by registered mall, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: Andrew .P. Baeza, Esq.; Mortgage Recovery Law Group LLP, 700 N. 

Brand Blvd., Suite 830, Glendale, CA 91203; telephone: (818)630-7900; email: 

(b)(6) 1 ............................... . ···························.._······· _______ ___. 

If to Capital Home: Hugo A. Quintanilla; Capital Home Sales & Loans Coql., 18663 

Ventura Blvd.) #227, Tarzana, CA 91356; telephone: (818) 708-2100; Email: 

(b)(6) .............. !_. _____ ___. 

E. Entire Agre~ment and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the w1dersigncd Jlarties concerning the matters 

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set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified. noJ may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by theirrcspcctivc authorized attomcy(s), or other 

representative( s ). 

F. J.J1l~§Jm9 Captions. All section titles and captions contained in this Agreement 

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

G. NQ. ~Qnfidemialily. The undersigned Parties acknowledge that this Agreement 

shaH not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WITNESS WHEREOf, the l)at1ics hereto have caused this Agreement to be executed by 

each ofthem or their duly authorjzcd representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

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