SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit hl~urance Corporation as Receiver for AmTrust Bank 

("FDIC-R"); and Absolute Home Mortgage Corporation (the "Settling Defendant") 

(individualJy, 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, Am Trust 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 1(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 1821 (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 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 St.ates 

District Court for the District of New Jersey in Federal Deposit Insurance Corporation as 

Receiverfor AmTrust Bank v. Absolute Home Mortgage Corp., Case No. 2:15-cv-08399 

("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 ofthe promises, undertakings, payments, and 

releases stated herein, the sufficiency ofwhlch 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 FDIC-R the sum of four hundred seventy-ii.Ye thousand dollars ($475,000) 

("the Settlement Payment"), as follows: 

I. 	 Two hundred thousand dollars ($200,000), to be paid on or before November 

J, 2016; 

2. 	 Two hundred sixty thousand dollars ($260,000) ·payable in thirteen (13) 

monthly installments of twenty thousand dollars ($20,000) per month, due on 

the I st day of each month, commencing on January 1, 2017 though and 

including Januar: 1, 2018; 

3. 	 Fifteen thousand dollars ($15,000) payable in one installment due on February 

1, 2018. 

B. The 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. 

In the event that any installment the Settlement Payment is not delivered to the FDIC-R 

(or its counsel) by 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 subsection LA 

until the date ofpayment. 

C. Ifthe FDIC-R does not receive any installment of the Settlement Payment in full 

on or before the dates determined by subsection A above, then the FDIC-R, in its sole discretion, 

shall have the right at any time prior to receipt ofthe Settlement Payment in full (including all 

accrued interest) to: 

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1. Extend the period oftime for the Settlement Payment, including interest 

accruing from the dates detennined by subsection A above, through the date ofpayment at a rate 

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

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

jurisdiction in United States District Court for the District ofNew Jersey and to pay all ofthe 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms ofthis 

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 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. Enforce the Confession of Judgment pursuant to Section I.D below; and/or 

5. Seek any other relief aYailable to it in law or equity. 

Any extension oftime under Section I.CJ for delivery ofthe Settlement Payment or 

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

any ofthe actions set forth in Section I.C.2 through I.C.5 at any time prior to receipt of 

Settlement Payment (including alt accrued interest) in full. 

D. Within ten business days after the full execution ofthis Agreement by all of the 

Parties, the Parties agree to execute the Confession ofJudgment. IfSettling Defendant defaults 

on any payment due Wtder the Settlement Payment, Plaintiff may seek to enforce the Confession 

of Judgment in the United States District Court for the District ofNew Jersey on an ex parte 

basis, subject to the Federal Rules of Civil Procedure and the Local Rules of the United States 

District Court for the District ofNew Jersey; provided, however, that prior to seeking to enforce 

the Confession ofJudgment, the FDIC-R shall provide Settling Defendant with notice of a 

[469852/1) 3 
default of a pa)ment due under the Settlement Payment and allow Settling Defendant a ten (10) 

day opportunity to cure the default. Notice ofdefault is required solely to enforce the 

Confession ofJudgment and shall not otherntise impact an) ofthe FDIC-R's rights and/or 

remedies under this Agreement in any way. If any portions ofthe Settlement Payment are 

received prior to default, the FDIC-R shall file a Notice of Partial Satisfaction ofJudgment 

concurrently with the Confession ofJudgment, to set forth the amount ofthe Settlement Payment 

already paid. FDIC-R shall be entitled to recover reasonable attorneys' fees and costs incurred in 

connection with enforcing the Confession of Judgment. 

SECTION D: Stipulation and Dismissal 

Within ten business days after the latter of: (1) full execution ofthis Agreement and the 

Confession ofJudgment by all ofthe Parties, and (2) receipt ofthe initial $200,000 installment 

payment towards the Settlement Payment, the FDIC-R shall file a stipulation of dismissal with 

prejudice in the Action, whereby the Court shall retain jurisdiction to hear and determine all 

matters related to the Action and to enforce this Agreement, executed by the attorneys for all 

Patties hereto. 

SECTION Ill: Releases 

A. The FDIC-R's Releases. 

Upon receipt ofthe Settlement Payment in full and except as provided in s~tion UI.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 ofaction, 

direct or indirect, in Jaw 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 ofitself and its heirs, executors, trustees, administrators, representatives, 

attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, and its 

[469852:'l] 4 
employees, officers, directors, representatives, attorneys, successors and assigns, from any and 

all claims, demands, obligations, damages, actions, and causes ofaction, direct or indirect, in law 

or in equit}, 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 ifthis Agreement had not 

been executed, any claims or causes ofaction: 

a. Against the Settling Defendant 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 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. 

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

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

jurisdiction and authority ofthe Federal Deposit Insurance Corporation in the exercise ofits 

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 ofthis Agreement, this Agreement 

does not pwport to waive, or intend to waive, any claims that 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 department or agency ofthe 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 ofthe Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. ifappropriate. 

1469852/l] 5 
SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All ofthe 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 ofthe 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice ofCounsel. Each Party hereby acknowledges that he, she, 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 her counsel. 


SECTION V: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the tenns 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, 


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


Agreement. 


SECTION VI: Other Matters 

A. No Admission ofLiability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise ofdisputed 

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 tenns. 

B. Execution in Counterparts. This Agreement may be executed in counterpai1s by 

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

the fina] Agreement, as ifone document had been signed by all Parties; and each such 

COWlterpart, upon execution and deli\'ery, shall be deemed a complete original, binding the 

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

[469852/1) 6 
C. Choice ofLaw. This Agreement sl1aU be interpreted, construed and enforced 

according to applicabJe federal law, or in its absence, the laws ofthe State ofOhio. 

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

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

Ifto the FDIC-R: Michael Delbick; Mortgage Recovery Law Group, 700 N. Brand 

Blvd., Suite 830, Glendale, CA 91203; Telephone: (818) 630-7900; Email: 

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

Ifto the Settling Defendant: Andrew Liput; Liput Law Group, LLC, P.O. Box 432, 

Mountain Lakes, NJ 07046; Telephone: (973) 542-2221; Email: I I··························............ (b)(6) 


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 attomey(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 ofthis 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. 

[Continued on Page 8] 

[469852.'JJ 7 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

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

Date: 1 1-r: I 

J I lJi Z..O I (, ' BY: ~ 

TITLE: (' CH~S~ \ J ~c.\ Dhli5i(/'V\ 

PRINT NAME: ---""s'"'"'Vi.:..,;V\l\..lt..llVu..t..:......\........ i3~-:.......;u .........i..::"Z--;;;...___ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

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

) C 

(b)(6.) 

BY: 

TITLE: 

PRINT NAME: ~G=---i..--=--i.--!e\.-liiio........,1--1,...1,.~,I.....Llt.l~/fj t ~ 

[469852:'IJ 8