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") on the one hand, and US Mortgage Corporation dba Mortgage Concepts (the 

"Settling Defendant") and Steven A. Milner, individually, on the other hand, (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. § 1821 (c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § l 82l(d), the FDIC-R succeeded to all rights, titles, powers and 

privileges of the Dank, including those with respect to its assets. 

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

causes of action that are the subject ofthis Agreement. 

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 Eastern District of New York in Federal Deposit Insurance Corporation in 

ils capacity as Receiver ofAmTrust Bank v. US Mort{fage Corporation, Case No. 2: 13-CV00517-JFB-AKT (''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 offurther litigation. 
NOW, THEREFORE, in consideration of the 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 I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, Steven A. Milner, on 

behalf of the Settling Defendant, agrees to pay the FDIC-R the sum of two hundred thousand 

dollars ($200,000) ("the Settlement Payment"), payable as follows: 

a. Beginning on March 30, 2019, Steven A. Milner shall pay FDIC-R the sum of 

ten thousand dollars ($10,000) per month, payable on the thirtieth (30th ) day 

of each month, for six (6) consecutive months; 

On or before September 30, 2019, Steven A. Milner shall also pay FDIC-Ran 

additional sum of one hundred forty thousand dollars ($140,000). 

B. Steven A, Milner, on behalf ofthe Settling Defendant, shall deliver the Settlement 

Payment to the FDIC-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. 

C. In the event that any installment of the Settlement Payment is not delivered to the 

FDIC-R (or its counsel) within five calendar days of the due dates 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. 

D. If the FDIC-R does not receive any installment of the Settlement Payment in full 

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

calculated in accordance with 26 U.S.C. § 6621(a)(2); or 

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2, Enforce this Agreement, in which event the Settling Defendant and Steven 

A. Milner agree to jurisdiction in United States District Court for the Eastern District ofNew 

York, further agree to waive all objections, defenses, claims or counterclaims, and covenant and 

agree not to assert any objections, defenses, claims or counterclaims, except for payment of the 

Settlement Payment and to pay all ofthe 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 ofthe 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, except for payment ofthe Settlement Payment; or 

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

Any extension of time under Section I.D.1 for delivery ofthe Settlement Payment or 

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

any of the actions set forth in Section I.D.2 through LD.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 receipt of the full amount of the Settlement Payment, the 

FDIC-R shall file a stipulation of dismissal with prejudice in the Action. The Parties agree the 

Court shall retain jurisdiction to hear and determine all matters related to the Action and to 

enforce this Agreement. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt ofthe Settlement Payment in fu!l and except as provided in Section 11!.C, 

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

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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. Thc_SG.ttling 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, 

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 ofaction, direct or indirect, in !aw 

or in equity, that arise from the Claims. 

C. Exceptions from Releases by FDIC-R. 

I, 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 FDJC-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 

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 Co!-l)oration 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. 

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3. Notwithstanding any other provision ofthis 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 Slates 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 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 ct. .§.£fl., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatoric_!i_, All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf ofthe 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 Coun.~tl 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 Pa11y by his or her counsel. 

SECTION V: 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 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 

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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 shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counter_parj:~. This Agreement may be executed in counterparts by 

one or more ofthe 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 

Pal'ties 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, orin its absence, the laws ofthe State ofNew York. 

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

class, return receipt requested, and by email, to the fol!owing: (b)(6) 

(b)(6) If to the FDIC-R: Michael Delbick; Mortgage Recovery Law Group, LLP, 700 North 

Suite 830, Glendale, CA 9 l 203; Telephone: (818) 630-7900; 

lfto the Settling Defendant: Ryan F. Thomas; Johnston IThomas, Attorneys at Law, P.C. 

North Dutton Avenue, Suite 21, Santa Rosa, CA 95401; Telephone: (707) 545-6542; 

Boulevard, 

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 ofits 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 an<l Captions. All section titles and captions contained in this Agreement 

arc for convenience only and shall not affect the interpretation ofthis Agreement. 

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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. 

IN WITNESS WHEREOF, the Parties hereto and Milner have caused this Agreement to be 

executed by each ofthem or their duly authorized representatives on the dates hereinafter 

subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

Date: .9/2 /V->1 7 BY: r f 

TITLE: 

PRINT NAME: 

~ 

.. {!putt1~t:-'-

;floH(,t I:~ {i i. /fnll; 

(b)(6) 

US MORTGAGE CORPORATION dba MORTGAGE 

CONCEPTS 

BY: 

TITLE: Pbvn ck.,v-CU\d C 8:) 

Date: 4/12./1 '7 

PRINTNAME: ~ A-'" M ~ \v,er (b)(6) 

STEVEN A. MILNER ,--.,.

Date: <..1 / /'l, / I t::J BY: 

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