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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 AmTrust 

Bank ("FDIC-R"); and ·1·aylor Morrison Home Funding, IJ,C, a Florida limited liability 

company, f/k/a Morrison l lome Funding, LLC, frk/a Morrison Financial Services of 

Florida, LLC (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, formerly known as Ohio Savings 

Bank ("AmTrust" or "Bank"), was a depository institution organized and existing under 

the laws of the United States. 

On or about April 2, 2002, the Bank and Settling Defendant entered into a Master 

Correspondent Loan Purchase Agreement setting forth the terms and conditions pursuant 

to which the Bank would purchase certain residential mortgage loans originated and/or 

submitted by Settling Defendant ("2002 MCLPA"). On or about March 2, 2007, the 

Hank and Settling Defendant entered into a second Master Correspondent Loan Purchase 

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

thereafter purchase certain residential mortgage loans originated and/or submitted by 

Settling Defendant ("2007 MCLPA"). On or about \,fay 7, 2007, the Bank and Settling 

Defendant entered into a Master llrokcr Agreement setting forth the terms and conditions 

pursuant to which the Settling Defendant ,vould submit potential loans for possible 

fonding by the Bank ("2007 MBA"). (The 2002 MCLPA, 2007 MCLPA, and 2007 

MHA arc collectively referred to herein as the "MCLPA"). 

Pursuant to the terms of the MCLPA, the Settling Defendant originated and/or 

submitted to the Bank various residential mortgage loans, including specifically, the 

[492923/IJ 
(b)(4) (b)(6) 

(b)(4) (b)(6) 

(b)(4) (b)(6) 

. ' 

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followinv: I l 

(collectively, the "Subject 

I .oans"). 

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. § 1821 (d), the FDIC-R succeeded to 

all rights, titles, pm.vers 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 arc the subject of this Agreement. 

The FDIC-R filed a Complaint on December 3, 2015, and filed an Amended 

Complaint on March 1, 2017, for money damages against the Settling Defendant 

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

Court for the Middle District of Florida in Federal Deposit Insurance Corporation as 

Receiver.for AmTrust Hankv. Taylor Morrison Home Funding, LLC, a Florida limited 

liability company, f!k/a Morrison Home Funding, LLCflkla Morrison Financial Services 

of1'1orida, LLC, Case No. 6:15-cv-02038-.TA-KRS (the "Action"). 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. 

)J'OW, Tl IEREFORE, 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: 

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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 Three Hundred Ninety-Nine Thousand 

dollars ($399,000) ("the Settlement Payment"), to be paid within thirty (30) business days 

after execution of this Agreement by the Parties; 

H. The Settling Defendant shall deliver the Settlement Payment to the fDICR 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. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before 

the date determined by Section 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 A above, through the date of 

payment at a rate calculated in accordance with 26 L .S.C. § 6621 (a)(2); or 

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

agrees to jurisdiction in United States District Court for the Southern District of Florida 

and to pay all of 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 FDICR's claims. The Settling Defendant further agrees to waive any defense based on any 

[492923/lj 3 
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statute oflimitations that would bar any of the FDIC-R's claims and waives all 

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

Any extension of time under Section J.C. I 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 LC. I 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, 

and (2) receipt of the Settlement Payment, the J•"DJC-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 Parties hereto. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section 

II I .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 causes of action alleged in the Action or with respect to 

the Subject Loans. 

ll. The Settling Defendant's Releases. 

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

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

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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 of 

action, direct or indirect, in Jaw or in equity, that arise from the causes of action alleged 

in the Action or with respect to the Subject Loans. 

C. Exceptions from Releases by FDIC-R. 

1. >lotwithstanding any other provision of this Agreement, the fDICR 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 promissory note 

or indebtedness payable or owed by them to FDIC-R, the Hank, 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 Corporation 

in the exercise of its supervisory or regulatory authority or to diminish its ability to 

institute administrative cnfiJrcement 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 docs 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 

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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. seq., if 

appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and 

\.\'arrant that they arc 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 of FDIC-R Investigation. FDIC-R represents that it is no longer 

investigating Settling Defendant or any of its officers, directors, and employees in regards 

to any additional claims arising from the :MCLPA, nor is it presently aware of any 

additional claims arising from the MCLPA. Settling Defendant acknowledges that this 

provision does not limit, waive, release, or compromise: (1) the exceptions to FDIC-R's 

release set forth in Section III.C above, and (2) FDIC-R's right to assert any additional 

claims discovered after the execution of this Agreement arising from the MCLPA against 

Settling Defendant or any of its oflicers, directors, and employees. FDIC-R 

acknowledges that this provision does not limit, waive, release, or compromise any 

defenses that Settling Defendant or any of its officers, directors, and employees may have 

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

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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. 

SECTIO:'I 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 Counterpaiis. 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: 

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(b)(6) 

(b)(6) 

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lfto the FDIC-R: Paul Levin, Esq.; Mortgage Recovery Law Group, 700 N. 

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

I 

Ifto the Settling Defendant: Philip R. Stein, Esq.; Bilzin Sumberg Baena Price & 

Axelrod LLP, 1450 Brickell A venue, 23rd Floor, Miami, Florida 33131; Tel : (305) 350-

7220; Email:j0 ------~ 

E. Entire Agreement and Amendments. 'I.his 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 rcprcscntative(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 \,vill be disclosed pursuant to the Federal Deposit 

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

L Continued on Page 9] 

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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: S/1sl-z..c>t1 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR AMTRUST 

BANK 

BY: 

(b)(6) 

TITLE: t., ~ ivr"u·~ 

Date: _____ _ 

[49292311] 

PRINT NAME: 5-... t-\ 13. C.,f:,._ 

TAYLOR MORRISON HOME FUNDING, LLC, 

A FLORJDA LIMITED LIABILITY COMP ANY, 

F/KJA MORRISON HOME FUNDING, LLC, 

FIKJA MORRISON FINANCIAL SERVICES OF 

FLORJDA, LLC 

BY: 

TITLE: 

PRINT NAME: ----------

9 
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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:~-----

'a Date: ~~---~ /'IN/ 

[492923/1] 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR AMTRUSl 

BANK 

BY: 

TITLE: 

PRINT NAME: ________ _ 

TAYLOR MORRISON HOME FUNDING, LLC, 

A FLORIIJA LIMITED LIABILITY COMPANY, 

F/K/A MORRISON I JOME FUNDING, LLC, 

F/K/A MORRISON FINANCIAL SERVICES OF 

FLORID,,Y'Ll'..C.... _________ ~ 

BY: 

Tl'l'LE·. _ _...,, 1\C,,\1/ . .- ~ 

PRINT NA~IE: //1,J,J ( f.c LLcY 

9 

(b)(6) 

(b)(6)