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SETTLEMENT A...J\1D 1-Ui:LEASE AGREEJ\Ui:NT 

This Settlement and Release A.f,ri·ecment ("Agreement") is made by, between, and among 

the following undcrsit~ncd pmiie.'l: 

The PlainliffFederal Deposit Insurance Corporation as Receiver for AmTrust Uank 

("FDIC-R"); and FBC Mortgage, LLC (the "Settling Defendant") (individually, the FDIC-Rand 

the Settling Dcfondant may be referred to J1erein as "Paity" and collectively a.'l the "Pmties"). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, Am Trust Bank ("Rflnk") was a dc1msitory institution 

organb:cd and existing umlcr 1hc laws of the United States; 

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

12 lJ.S.C. § 1821(c), the Federal Deposit Insurance Crnvorntion wa~ appointed Receiver. In 

accordance with 12 lJ.S.C. § 182 ! (d), the FDIC~R succeeded to all 1ights, titles, powers and 

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

Among tbe assets to which the FDJC-R succeeded were the Bank's claims, demat1ds, and 

causes of action that arc the subject of this Agreement. 

On or abuul Novemhcr 16, 2005 and March 2, 2007, the Bank and ~cttling Defendant 

entered inlo two Master Correspondent I .oan Purchase Agreements setting forth the terms nnd 

conditions pursuant to ,,vhich the Bartle would purchase certain residential mortgage loam; 

originated and/or submitted for pmchasc by Settling Defendant ("MCLPAs"). 

On December 3, 2015, the l•'DIC-R f-i!ed a complaint for money damages against the 

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

District Court for the Middle District of Florida in Federal lJeposit l11s11rm1ce Corporation as 

Receiver/Or A11t'frust Bank v. Ff?C Mortgage, U,C, Case No. 6:15-cv-0?,040-CEM-DAB (the 

"Action"). Jn 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. 
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The undersigned Jlarties deem it in their best interests to enter into this Agreement lo 

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in eon.~idcration oflhc promises, undertakings, payments, and 

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

undersigned Parties agree, each wilb the other, as Eollmvs: 

SECTION I: Payment to FDIC-R 

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

agrees to pay the FDTC-R the sum of two hundred sixty-five thousand dollars ($265,000) ("the 

Settlement Payment"), to he paid wi1hin sixty (60) clays after the FDTC-R executes this 

Agreement; 

B. The Settling Defendant shall deliver the Settlement Paymcntto the FD lC-R by 

wire lrnnster into an accounl dcsigoatcd by FDIC-R by notice to the attorneys for the Settling 

Dcfondant or by ccdificd or cashicr's check drawn upon a depository institution acceptable to 

FDIC:-IC 

Jn the event that the Settlement Payment is not delivered to the FD!C-R {or its counsel) 

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

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

payment. 

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

date determined by Section LA above, then the FDIC-R, in its sole discretion, shall have the right 

at any iimo prior to receipt of the Settlement Payment in full (including all accrued interest) to: 

l. Extend the period of time for the SeUlemcnt Payment, including interest 

accruing from the dates ddcrminccl by Section I.A above, through the date of payrneut at a rnic 

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

2. Enforce 1his Agreement, in which event the Settling Defendant agrees to 

jurisdiction in Uni1cd States Distric[ Court for the Middle District of Florida and to pay all of the 

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FD1C-R 's reasonable attorney's foes and costs expended tn enforcing the terms of this 

Agreement; or 

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

which [he Sealing Dcfcndan[ agrees to consent and rc-ins1il.otc an action on the FDIC-R's 

claims. The Settling Dcfendaut further agrees to waive any clef'ense based on any statute of 

!imitations that ,vould bar any of the FDIC-R's claims and waives all objections, dc.fo11ses, 

claims or counterclaims, and covenants and agrees not to assert ,my objections, defenses, claims 

or counterclaims tlrnt did not exist or were othcn.vise unavailablr;:; as oJ'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. 1 for delivery of the Settlement Payment or 

acceptance of a pmtion of the Settlernenl Payment shall nol _prejudice the FDIC-R 'c; tights to take 

any of the actions set forth in Section T.C.2 thrm1gh T.C.4 nt nny time prior to Jcceipt of 

SeHlement Payment (including all accrued interest) in full. 

SECTION II: Sti.pulation and Dismissal 

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

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

dismissal with prejudice in the Action, whereby the Court shall retain jurisdiction to licnr and 

determine 111! matters related to the Action and to enforce tlus Agr:::r;:;mcnl, executed by the 

atlomcys for all Pa1iies hereto, 

Sh:CTION III: Releases 

A. '.l'hc FD1C-J_Z's Releases. 

Upon receipt of the Settlement Payment in full anrl except as provided in Section Ill.C, 

the FDIC-R, for itsclfanrl its .c:ucccsso:·s and assigns, hereby releases and discharges the Settling 

Defendant and its heirs, executors, trustees, administraton, representatives, successors, and 

as~igns, from any and nil daims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, belonging to the PDIC-f{, that nrisc from tlie Claims. 

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B. 'l'hc Settling l)~fonQ_ant's Keleuses_, 

Effective simultaneously with the rclc,isc granted in Section TH.A above, the Seltling 

Defendant, on hclrn!f of itself and its heirs, executors, tnrntees, administraton., representatives, 

attorneys, successors, and assigns, hereby releases and discharges the FD.IC-!?,, and its 

employees, officers, directors, representative~, attorneys, sc1cce.'lsor.'l and assigns, from any and 

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

or in equity, Hrnt arise from the Claims. 

C _Ex_c:_cptions from Rcle_ascs by PDI_C-IL 

1. Notwith::.tanding uny other provision or LhLs Agreement, the .FDIC-R docs 

not release, and expressly preserves folly and to the snme extent as if this Agreement had not 

been executed, nny claims or causes of action: 

a. Against the Setlling Dcfc1:dant or any other person or entity for 

liability, if' any, incun-cd as the rnaker, cndorncr or guarantor of any promissory note or 

indcbtcd11css payable or owed by them to l'DIC-R, the Bank, other financial institutions, or any 

other person or entity, including without limitation any such claims acquired by PDIC-R as 

succc~sor in interest to the Bank or any person or entity other than Bank; and 

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

in this Agreement, 

2. Notwithstanrling any other provision of this Agrnemcnt, 11othing in this 

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

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

supervisory or rq,'11hitory authority or to diminish its ability to institute administrative 

enforcement or olhcr proceedings seeking removal, prohibition, or any other relief it is 

authorized lo .c;cck pursuant to its supervisory or rcguhitory authority against any pcr~on. 

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

docs not purporl to wnivc, or intend to waive, any claims that could be brought by the United 

St<1tcs througl1 the De1Jartmen( or Justice, the United Stales Attorney's Office for any rederal 

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judicial district, or any other dqrnrtment or agency of the United Slates a:=; defined by 18 U .S.C. 

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

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

and 3663, et seq., if appropriate. 

SECTIO,~ IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent nnd wmnmt that 

tlwy are Patiies hereto or arc authorized to sign Hlis Agreement on bc!rnlfofthe respective Party, 

and that they have the full powc1· and authority to bind such Pmty to each and every provision of 

this Agreement. This Agreement shall be bindinp; t1pon and inure to 01C benefit of the 

undersigned Parties and their respective heirs, cxecutor.s, trustees, administrntms, representatives, 

successors and assl1:,rns. 

B. Advice of Co111Jscl. Each Party hereby ack.r1owledges lhal he, she, or it has 

consulted with and ob tamed the advice of counsel pnor to executing this Agreement, and that 

this Agrecnrnnt has heen explained to tlmt Party by his or her cmmscL 

C. Status ofPDIC-RJ;westigatiop_, FDlCX represents that it is no longer 

investigatinE Settling Dcfondanl in regards to any additional claims arising from the MCLPAs, 

nor is .it presently aware of any additional claims arising from the MC LP As that it intends to 

mrnert against Sctt1ingDcfomlm1t. Settling Defendant acknowledges that this provision docs not 

limit, waive, release, or compromise:(!) the exceptions to FDIC-R's release s<.:t forth in Section 

JI.LC abovG, and (2) FDIC-R's right to assert any additional claims discovered aflcr the execution 

of this Agreerncn1 arising from the MC.LP As agai11st Seti ling Defendant. 

St•:CTJ.ON V: Reasonable Cooperation 

The Parties agrec to cooperate in good faith to effeduatt: all the terms and conditions of 

this Agreement, including doing, or causing their agents und attorneys to do, whatever is 

reasonably necessary to effectuate the si&rning, delivery, execution, tiling, recording, and entry, 

of any documents necessary to condude 1hc Action and to otherwise perform the tcnns of this 

Agreement. 

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SECTION VI: Other Matters 

A. No Admi.§;;i9.r1 _ _of Liability. The undersigned Parties each acknowledge ,md agree 

tbat the matters set forth in this Agreement c01rnti1ute the settlement and compromise of' dir,;putcd 

c!aimR ;ind defenses, tlrnf 1llis Agreement is not an admission or evidence of liability or infirmity 

by any o±'thcm rcgnrding any claim or defense, and that tho Agreement shall not be offered or 

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

B. Execution iu_Counterparts. Tbis Agreement muy be executed in counterparts by 

one or more of the I'art1cs and al! such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed hy nil Pmties; and each such 

counterpart, upon execution and de!ivct'y, shall be deemed H complete original, binding the 

Parties subscribed thereto upon the execution by all l1arties to this Agreement. 

C. ~hojce of! ,aw. This A,grecmcnt shall be intcq)reted, constrned and enforced 

according to applicable fcdernl law, or in its nbsenl'.c, the law 1, 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: 

lfto the FlJIC-R: Mich:icl Delbick, .Esq.; Morlgagc Recovery (,aw Group, 700 N. Urnnd 

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

Ifto the Set1 ling Defendant: .fames W. Brody; AmcriGan iviortgage Law Group, P.C., 75 

Rowland Way, Suite 350, Novato, CA 94945; Tel.: ( 415) 878-0030; Email: 

I 

E. Pntirc Agreement and_At_l.ll;l\.dments_. This Agreement constitutes the entire 

agreement and understan<liug between and among the undersigned Patiies concerning the matters 

set forth herein and supcrnedcs 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 Pmiies bound thereby, or by their n:spective authorized attomey(s), or other 

representative( s ). 

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F. Titles andCap!inns. All section titles and cnp!10ns contained in !his Ar,rccmcn! 

arc for convenience only and shall not affect the intcq_)rctation of this Agreement. 

c;, No Cnnfidentifllity. The undersigned Parties acknowledge that this Agreement 

sl1all not be confide11tia1 and will be disclosed pun,uant to the Jicdcral Deposit Irnmrancc 

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

IN WITNESS V{HEREOF, the Parties hereto have caused this Agreement to be executed by 

e1:1ch of them or their duly authorized representatives on the dates hereinafter subscribed. 

Dale: ~vfi t S; JJ_i 7 

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FEDERAL DEPOSIT INSURANCE COJU'ORAT!ON AS 

::CETVER l()R M1'CRI1S !' B 6'IK 

TffLE: (o"'"'-sLL_ 

PRINT NAME: }. ,., o,,i:c,1 G i I l,~ r ~ 

FBC MORTCli\rC~lE~;,~l~J~--C~----<. ______ _,_-, 

llY: 

TITLE: _ ('4tr'q b,//oe( 

PRINT NAME: J{ c,/,_~e_[ __ Dvi,! 

'/ 

(b)(6) 

(b)(6) 

(b)(6)