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 Emery Federal Credit Union and Emery Financial Services, Inc. (collectively 

the "Settling Defendant") (individually, the FDJC-R and the Settling Defendant may be referred 

to herein as "Party" and collectively as the "Pm1ies"). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, Am Trust Bank ("AmTrust" or the "Bank") was a depository 

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

On December 4, 2009, AmTrust was closed by the Office of Thrift Supervision ("OTS") 

and pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 1821 (d), the FDlC-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 February 20, 2014, the FDIC-R tiled a complaint for money damages against the 

Settling Defendant. Those claims for damages arc now pending in the United States District 

Court for the Central District of California in Federal Deposit Insurance Corporation as 

Receiverfor AmTrust Bank v. Emery Federal Credit Union and Emery Financial Services, Inc., 

Case No. 14-cv-00251-JVS-JPR ("Action"). The Settling Defendant has denied liability in the 

Action. 

FDIC-R has asse1ted claims for damages against Investor Quality Title, LLC arising out 

of one of the loan transactions at issue in the Action in a separate case currently pending in the 

United States District Court for the District of Utah, Federal Deposit Insurance Corporation as 

Receiver for AmTrust Bank v. investor Quality Title, LLC Case No.2: 10-cv-01 056. The Patties 
agree that nothing in this Agreement shall be construed to release any right or claim either Party 

may have against Investor Quality Title, LLC. 

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

avoid the uncertainty and expense of fmther 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 1: Payment to FDIC-R 

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

agrees to pay the FDIC-R the sum of $715,625 ("the Settlement Payment") within thirty (30) 

days of the FDIC-R's execution of this Agreement, in settlement of the Action. 

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

check made payable to Mortgage Recovery Law Group Client Trust and delivered to Plaintifl"s 

attorney, Paul Levin, Esq., Mortgage Recovery Law Group, LLP, 700 North Brand Boulevard, 

Suite 83 0, Glendale, California 91203. In the event that the Settlement Payment is not delivered 

to the FDIC-R (via its counsel) within the timeframe required in subsection A above, interest 

shall accrue on all unpaid amounts at the rate of 5% per annum from thi1ty (30) calendar days 

following the date the FDIC-R executes this Agreement until the date of payment. 

C. If the FDIC-R does not receive the Settlement 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 Court for the Central District of California and to pay all of 

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the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms 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 waive all objections, defenses, claims 

or counterclaims, and covenant and agree not to assett 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 I. C. 1 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 I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation 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, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Patties 

hereto. 

SECTION III: 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 or relate to the 

causes of action alleged in the Action. 

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B. The Settling Defendant's Releases. 

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

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

representatives, attomeys, successors, and assigns, hereby release and discharge 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 Action. 

C. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R docs 

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 promissoty note or 

indebtedness payable or owed by them to FDlC-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 

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

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

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

jw-isdiction and authority ofthe 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 

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

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

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

and 3663 ct. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Section 1542 Waiver. Each Patty 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 Pa1ty arising from or related to the facts alleged in the Action ("Claims"). 

Each Party hereby expressly waives application of Cal{(ornia Civil Code §1 542 and any other 

similar statute or rule. Each Party certifies that they have read and understood the following 

provisions of Califi>rnia Civil Code §1542, which states in pertinent part as follows: 

A GENERAL RELEASE OOES 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 AFFECTE]) HIS OR 

HER SETTLEMENT WITH THE DEBTOR. 

Each Party understands and acknowledges that the significance and consequence of its 

waiver of Cal[fi:Jrnia 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 facts or circumstances related to the Claims, 

that Par1y will not be able to make any claim against the other Party for those damages. 

Fmthermore, each Party acknowledges that it consciously intends these consequences even as to 

claims for damages relating to the Claims that may exist as of the date of this release but which 

that Patty does not know exists, and which, if known, would materially affect that Patty's 

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decision to execute this release, regardless of whether that Party's lack of knowledge is the result 

of ignorance, oversight, error, negligence, or any other cause. 

B. Authorized Signatories. Al1 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. 

C. 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. 

D. Financial Disclosure Representation. The Settling Defendant has submitted 

financial information to the FDIC-R and herein affirms that its financial information is true and 

accurate as of the date of this agreement. The Settling Defendant expressly acknowledges that, 

in determining to settle the claims released herein, the FDIC-R has reasonably and justifiably 

relied upon the accuracy of the financial information submitted by the Settling Defendant. The 

FDIC-R has no obligation to independently verify the completeness or accuracy of that financial 

information. If the FDIC-R establishes via a final adjudication in an appropriate judicial forum 

that the Settling Defendant failed to disclose any material interest, legal, equitable, or beneficial, 

in any asset, the Settling Defendant agrees to cooperate fully with the FDIC-R to provide 

updated financial information and to pay to the FDIC-R the lesser of (1) the value of the Settling 

Defendant's undisclosed material interest in such asset(s); or (2) the amount of unpaid damages 

alleged against the Settling Defendant. 

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SECrJON V: Reasonable Cooperation 

A. 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 conclude the Action, and to otherwise perform the 

terms of this Agreement. 

B. The Settling Defendant agrees to cooperate fully with the FDTC-R in connection 

with any action required under this Agreement. Such cooperation shall consist of: 

1. Producing all documents requested by the FDIC-R, without the necessity 

of subpoena, as determined by the FDIC-R, in its sole discretion, to be relevant to the Bank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FDIC-R in its sole discretion, to be relevant to 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matter relevant to the Bank, as determined by the FDIC-R; 

4. Signing truthful affidavits, regarding any matter, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank. 

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 

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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 California. 

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

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

lfto the FDIC-R: 

Paul Levin, Esq. 

Mortgage Recovery Law Group, LLP 

700 North Brand Boulevard, Suite 830 

Glendale, California 91203 

Telephone: 818.630.7901 

Facsimile: 818.630.7920 

If to the Settling Defendant: 

Greta Hutton, Esq. 

Greta T. Hutton 

Knapp, Petersen & Clarke 

550 North Brand Boulevard, Suite 1500 

Glendale, California 91203 

Telephone: 818.547.5108 

Facsimile: 818.54 7.5329 

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 

rcprcsentative(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. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

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

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

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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. 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

BY: 

TITLE: 

PRINT NAME: _________ _ 

EMERY FEDERAL CREDIT UNION 

BY: j 

TITLE: 

PRJ NT NAME: _ _..>!:..>.//:_"?____:, #.-=::.;;J....(_"'-_. ____:~:::!~_.!:_>.:;,;:.6sL:/'1..!::.·uL;;e;L/~t 

::ERY F!NA~C!AL SERVICES, INC. .::1 

I 

TITLE: 

PRINT NAME: 

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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. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

Date: ~Jt '1}1 LJ 

::CEIVER rR AMTRUST Bt-).IK . l (~)(i3) 

TITLE: L~t/\1\SJ I k~J j)lvi<5~M 

PRINT NAME: .So.vv\\K \, J3:J,.,uJL 

E\1ERY FEDERAL CREDIT UNION 

Date: BY: 

TITLE: 

PRINT KAME: ________ _ 

EMERY FINANCIAL SERVICES, INC. 

Date: BY: 

TITLE: 

PRINT NAME: ______ _ 

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