SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Am Trust Bank 

("FDIC-R"); and Ark-La-Tex Financial Services, LLC d/b/a Benchmark Mortgage (the "Settling 

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

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

RECITALS 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank ("Bank") was a depository institution 

organized and existing under the laws of the United States; 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 

12 U.S.C. § 182 l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 182I(d), the FDJC-R 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-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement. 

On or about January 6, 2006, the Bank and Settling Defendant entered into a Master 

Broker Agreement setting forth the terms and conditions pursuant to which the Bank would 

thereafter have the option of approving and funding certain residential mortgage loans originated 

and/or submitted by Settling Defendant ("2006 MBA"). On or about May 23, 2007, the Bank 

and Settling Defendant entered into a second Master Broker Agreement setting forth the terms 

and conditions pursuant to which the Bank would thereafter have the option of approving and 

funding certain residential mortgage loans originated and/or submitted by Settling Defendant 

("2007 MBA"). (The 2006 MBA and 2007 MBA, as well as the Seller's Guide, Mortgage Loan 

Programs, and other documents provided by the Bank to supplement the 2006 MBA and 2007 

MBA, are collectively referred to herein as the "MBA"). 
On December 2, 2015, the FDIC-R filed a complaint for money damages against the 

Settling Defendant ("Complaint"). This claim for damages is now pending in the United States 

District Court for the Northern District of Ohio in Federal De posh Insurance Corporation as 

Receiver/or AmTrust Bank v. Ark-La-Tex Financial Services, LLC d/bla Benchmark Mortgage, 

Case No. 1 :l 5-CV-024 70-PAG (the "Action"). In the Action, the FDIC-R has asserted claims 

against Settling Defendant arising out of the loans identified in the Complaint (the "Claims"). 

The Settling Defendant has denied liability in the Action. 

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

avoid the uncertainty and expense of further litigation. 

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

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

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

SECTION I: Payment to FDIC-R 

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

agrees to pay the FD!C-R the sum of four hundred ten thousand dollars ($410,000) ("the 

Settlement Payment"), to be paid within thirty (30) days after the FDlC-R executes this 

Agreement; 

B. The Settling Defendant shall deliver the Settlement Payment to the FD!C-R by 

wire transfer into an account designated by FDIC-R by notice to the attorneys for the Settling 

Defendant or by certified or cashier's check drawn upon a depository institution acceptable to 

FDIC-R. 

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

by the due date set forth in Section I.A, above, interest shall accrue on all unpaid amounts at the 

rate of 5% per annum from the date that payment was required by Section I.A until the date of 

payment. 

[50t391/tJ 
C. If the FD!C-R does not receive the Settlement Payment in full on or before the 

date determined by Section I.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 dates detennined by Section I.A above, through the date of payment at a rate 

calculated in accordance with Section LB; or 

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

jurisdiction in United States District Court for the Northern District of Ohio and to pay all of the 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the tenns of this 

Agreement; or 

3. Terminate the Agreement and move to vacate any dismissal order, to 

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

claims. The Settling Defendant further agrees to waive any defense based on any statute of 

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

claims or counterclaims, and covenants and agrees 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; or 

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

Any extension of time under Section I.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 forth in Section I.C.2 through l.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulations and Dismissal 

Within ten business days after the latter of: (1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, the FDIC-R shall file a stipulation of 

dismissal with prejudice in the Action, executed by the attorneys for both Parties hereto, whereby 

[50139111] 3 
the Court shall retain jurisdiction to hear and determine all matters related to the Action and to 

enforce this Agreement. 

SECTION Ill: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in 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 heirs, executors, trustees, 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, that arise from the Claims. 

B. The Settling Defendant's Releases. 

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

Defendant, on behalf of itself and its heirs, executors, trustees, administrators, representatives, 

successors, and assigns, hereby releases and discharges the FDIC-R, 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, in law or in equity, that arise from the 

Claims. 

C. Exceptions from Releases by FDIC-R. 

1. 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 the Settling Defendant 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 such claims acquired by FDIC-Ras 

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

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

in this Agreement. 

[50139111] 4 
2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

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

supervisory or regulatory authority or to diminish 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. 

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

does 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 States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by I 8 U.S.C. 

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

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663, et. seq .. if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. 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 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, trustees, administrators, representatives, 

successors and assigns. 

B. Advice 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 explained to that Party by his or her counsel, 

C. Status ofFDlC-R Investigation, FDIC-R represents that it is no longer 

investigating Settling Defendant in regards to any additional claims arising from the MBA, nor is 

it presently aware of any additional claims arising from the MBA against Settling Defendant. 

Settling Defendant acknowledges that this provision does not limit, waive, release, or 

[50139111] 5 
compromise: (1) the exceptions to FDIC-R's release set forth in Section 111.C above, and (2) 

FDIC's right to assert any additional claims discovered after the execution of this Agreement 

arising from the MBA against Settling Defendant. FDIC-R acknowledges that this provision 

does not limit, waive, release, or compromise any defenses that Settling Defendant may have to 

any additional claims FDIC-R may assert after execution of this Agreement. 

SECTION V: Reasonable Cooperation 

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

this Agreement, including doingt or causing their agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing1 delivery, execution, filing, recording, and entry, 

of any documents necessary to conclude the Action and to otherwise perform the terms of this 

Agreement. 

SECTION VI: Other Matters 

A. No Admission of Liability. 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 liability 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. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

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 Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State of Ohio. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

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

[501391/1) 6 
Ifto the FDIC-R: Paul Levin, Esq., Mortgage Recovery Law Group, 700 N. Brand Blvd., 

Suite 830, Glendale, CA 91203; Tel.: (818) 630-7900; Email:._ _____ _, (b)(6) 

If to the Settling Defendant: Joseph D. Mirabella, General Counsel, Ark-La-Tex 

Financial Services, LLC, 5160 Tennyson Parkway #1000, Plano, TX 75024; Tel.: (972) 398-

(b )(6) 7623; Email 

~------~ 

E, Entire Agreement and Amendments. 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. 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 their respective authorized attorney(s), or other 

representative(s), 

F. Titles and Captions. All section titles and captions contained in this Agreement 

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

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G. No Confidentiality. The undersigned Parties acknowledge that this Agreement shall not 

be confidential and will be disclosed pul'suant to the Federal Deposit Insurance Corporntion's 

applicable policies, procedures, and other legal requirements. 

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

each of them or theiL' duly authorized representatives on the dates hereinafte1· subscribed. 

Date: '6 / i/ Z.01 I 

Date: 0/ '2 / I 1-

FEDERAL DEPOSIT INSURANCE CORPORA TJON AS 

RECENER Ff R AMTR\JST BANK 

BY: • 

TITLE: LoWl.9!.-\ , U-__1'-\ J>iv,Si <JV'. 

PRINT NAME: ~,wl(. \ ~. Lu!z.. 

ARK-LA-TEX FINANCIAL SERVICES, LLC D/B/A 

BENCHMARKrM~O~R~T~G~A~G~E'-------~ 

BY: 

TITLE: 

[501391/1] 8 

(b)(6) 

(b)(6)