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SETILEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as ofthis _day of June, 

2012, by. between, and among the Federal Deposit Insurance Corporation as Receiver for 

AmTrust Bank, Cleveland. Ohio ("'FDIC-R")~ and Equity Title Agency,lnc. ("Equity Title,) 

(individually, the FDJC..R and Equity Title may be referred to herein as a ..Partyn and 

collectively as the ••Parties'} 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank, Cleveland, Ohio, previously known as Ohio 

Savings Bank ( ..Bank"), was a depository institution organized and existing under the laws ofthe 

United States. 

On December 4, 2009, the Office ofThrift Supervision closed the Bank and appointed 

the Federal Deposit Insurance Corporation as its receiver. Jn accordance with 12 U.S.C. § 

1821(d), the FDIC·R succeeded to all rights, titles, powers, and privileges ofthe Bank, including 

those with respect to the claims which are subject to this Agreement. 

On or about October 25, 2006, AmTrust funded two loans to borrower I.... ___ ·········-·········..... ·······~n-m(b)(6) 

a total amount of$647,500 (collectively~ the .. Loans") in connection withj ·m·lpurchas~.~[~ HH(b)(6) 

(b)(6).. ~ide.n.tial.propertyJocated at4...._·······-··········-·········-·······_______.l Scottsdale, Arizona 85254 (hereinafter 

(b)(6) .. - thd rransaction"). Equity Tide served as the closing agent in connection with thel -l·H·{b)(6) 

Transaction. 

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

Equity Title's actions in performing closing services regarding theGransadion(bereinafter .(b).(6) 

any and all present and future claims by the FDIC-R against Equity Tide in connection with the 

(b)(6). Oransaction are referred to as the "Claims"} On or about February 10,2012. the FDIC filed 
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a lawsuit based upon the Claims in the United States District Court for the District of Arizona, 

entitled Federal Depositlnsu.rcmce Ccrporation as Receiverfor AmTrust Ba11k ofCleveland. 

Ollio. vs. Equity Title Agency, Inc., Case No. 2:12--cv-00284-GMS (hereinafter the "Actionu). 

The Parties engaged in settlement negotiations as a result ofthe Claims and the Action. 

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

uncertainty, trouble) and expense of litigation. 

NOW, THEREFORE. in consideration ofthe promises, undertakings, payments~ and 

releases stated herein, the sufficiency ofwhich consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R. 

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

days foJtowing the date the FDIC-R returns a fully executed copy of this agreement to Equity 

TitJe, Equity Title shall pay the FDIC-R the total sum of Seventy Five Thousand Dollars 

($75,000) (the "First Payment"). In addition, also as an essential covenant and condition to this 

Agreement, on or before sixty (60) days following the date the FDIC-R returns a fully executed 

copy of this agreement to Equity Title, Equity Title shall pay the FDIC-R the total sum of 

Seventy Five Thousand Dollars ($75,000) (the ''Second Payment"). (The First Payment and the 

Second Payment are referred to collectively herein as the "Settlement Payment'}. The 

Settlement Payment shall be made by wire transfer made payable to ''Mortgage Recovery Law 

Group Client Trust Account," Account Number: I lRoutingNumber:l --H·L...........(b).{4) 

Reference: AmTrust/Equity Title Settlement. 

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B. Ifthe FDIC-R. does not receive the Settlement Payment in full on or before the date 

detennined by subparagraph A above (..Settlement Payment Due Date"), then the FDIC-R.. in its 

sole discretion, shall have the right to: 

1. extend the period ofrime 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. § 6621(b)(3); or 

2. enforce this Agreement and. in such event. Equity agrees tojurisdiction in 

Federal District Court in California and to pay all ofthe FDIC·R's reasonable attorney's 

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

3. declare this Ag~ment null and void, move to vacate any dismissal order, 

to which Equity Title agrees to consent, and institute an action on the FDIC-R' s claims, 

as to which Equity Title waives any and all objections and defenses and covenant and 

agree not to assert any objections and defenses; and/or 

4. seek any other reliefavailable to it in law or equity. 

Any extension oftime for delivery of the Settlement Payment shall not prejudice the FDrc..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. Upon the FDIC's counsel's receipt of the entire Settlement Payment, the FDIC 

shall file a stipulation for dismissal ofthe Action with prejudice, and each Party shalt bear their 

own costs and fees. 

SECTION II: Releases. 

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

or losses ofany type or nature (whether those injuries, damages, or losses are known or 

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

Party arising from the Claims. 

A. The FDJC-&'3 R~~~s~. 

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

provided in PARAGRAPH II.C., the FDIC·R. for itself and its successors and assigns, hereby 

releases and discharges Eqwty Title and its respective employees~ officers, directors, 

shareholders, representatives. heirs, executors, administrators. successors and assigns, from any 

and all claims, demands, contracts, obligations, damages, actions, and causes ofaction, direct or 

indirect, in law or in equity belonging to the FDIC-R, arising out ofor relating to the Claims. 

B. Equitl Title's Release. 

Effective simultaneously with the release in PARAGRAPH IlA. above, Equity Title, on 

behalfofitself, and its respective employe~ officers, directors, shareholders, representatives, 

heirs, executors, administrators, successors and assigris, hereby releases and discharges the 

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

and all claims belonging to Equity Title, arising out of or relating to the Claims. 

C. Exceptions 12 Rd"se bx EDIC-K 

1. Notwithstanding any other provision ofthis Agreement, the FDIC-R does 

not release. and expressly preserves fuJly and to the same extent as ifthis Agreement had not 

been executed, any claims or causes ofaction: 

a. against Equity Title or any other person or entity for liability, if 

any, incurred as the maker, endorser or guarantor ofany promissory note or indebtedness 

payable or owed by them to FDIC-R the Bank, other financial institutions» or any other person 

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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 ofthis Agreement, nothing herein 

limits, waives. releases, diminishes or compromises thejurisdiction and authority ofthe 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 oflaw, rule, or 

regulation. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement 

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

could be brought by the United States through the Department ofJustice, the United States 

Attorney's Office for any federal judicial district, or any other governmental entity. In addition~ 

the FDIC·R 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. 

D. Exceptions to Re)ease hx EQuitx Title. 

1. Notwithstanding any other provision ofthis Agreement, Equity Title does 

not release, and eKpressly preserves fully and to the same extent as ifthis Agreement had not 

been executed, any claims or causes of action: 

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a. against FDIC-R or any other person or entity for liability, ifany, 

incurred as the maker, endorser or guarantor ofany promissory note or indebtedness payable or 

owed by them to Equity Title, or any other person or entity. including without limitation any 

claims acquired by Equity Title~ 

b. against any person or entity not expressly released by Equity Title 

in this Agreement; or 

c. which are not expressly released in PARAGRAPH ll.B. above. 

SECTION Ill: Insolvency. 

A. Insolyen<;y, 

Equity Tide warrants as to payments made by or on its or its behalf that at the time of 

such payment, it is not insolvent nor will the payment made by or on its behalfrender it insolvent 

within the meaning and/or for the purposes ofthe United States Bankruptcy Code. This warranty 

is made by Equity Title and not by its counsel. 

B. Preferences. 

In the event that the FDIC-R is required to return any portion ofthe Settlement Payment 

due to a final order by a ~urt that the transfer ofthe Settlement Payment or any portion thereof 

constituted a preference. voidable preference., fraudulent transfer or similar transactiont then. in 

its sole discretion, the FDIC·R may, without waiver ofany other rights it may have in law or 

equity, pursue any ofthe rights and remedies set forth in paragraph 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 herein, then, for the purposes ofany statute of limitations or other time-based defense 

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

reverted to their respective status as of 5:00p.m. Eastern Time, June 1, 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 email, to the following: 

Ifto the FDIC-R: 

Michael Delbick 


Mortgage Recovery Law Group 


700 North Brand Boulevard. Suite 830 


Glendale, California 91203 


(818) 63()..7905 

(b)(6) ................
 1=~----------' 

Ifto Equity Title: 

Ari Ramras 


Ramras Legal. PLC 


5090 N. 40th St, Suite 165 


Phoenix. Arizona 85018 


(602) 734-0179 

(b)(6) ..J...................... 


SECTION VI: other Matters. 

A. No Admission ofLiabilinr. 

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

Agreement constitute the settlen1ent and compromise of disputed claims and defenses, that this 

Agreement is not an admission or evidence ofliability or infirmity by any ofthem regarding any 

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

against any Party hereto, except to enforce its terms. 

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B. Execution in coummam. 

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 ifone document had been signed by all Panies 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. Bindjng Effect. 

All ofthe undersigned persons represent and warrant that they are a Party hereto or are 

authorized to sign this Agreement on behalfofthe respective Party1 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 Parties and their 

respective heirs, executors, administrators, representatives. attorneys, successors and assigns. 

D. Entire Agreement. 

This Agreement constitutes the entire agreement and understanding between and among 

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

agreements or understandings. No representations, warranties or inducements have been made to 

or relied on by any Party concerning this Agreement and its exhibits other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, nor may any of its provisions be 

waived, except in writing by the Party or Parties bound thereby. or by their respective authorized 

attomey(s) or other representative(s). 

F. Choice ofi..aw. 

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This Agreement shall be interpreted. construed and enforced according to applicable 

federal law, or in its absence, the internal laws ofthe State of Arizona, without regard to its 

conflicts oflaws. 

G. Advice of Counsel. 

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

ofcounsel prior to executing this Agreement, and that this Agreement has been explained to that 

Party by his or its counsel. 

H. J.itle and Captions. 

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

shall not affect the interpretation ofthis Agreement. 

I. Authorship/Construction. 

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 ofthem or their duty authorized representatives on the dates hereinafter subscribed. 

FDIC as Receiver for AmTM.Ist Equity Title Agen.:y, Inc.. 

By: 

Name: f& fr r'..: k. &!.. , /11c. 6- v/ r k Name: ___;-..::..;...,..&-I&Jic:....Jooi:......:_~..=....;..;::;;..L.:lt.tp 

Title: ~c? (.,/1'1 rei i Title: 

Date: 7/--;; , /irOI J . Date: 

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