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SETTLEMENT AND REI¥ASE AGREEMENT 

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

the following undersigned parties: 

The plaintiff Federal Deposit Ins urance Corporation as Receiver for Am Trust Bank (the 

"FDIC-R"); and defendant Chicago Title Insurance Company (the "Settling Defendant") 

(individually, the FDIC-R and the Settling Defendant may be referred to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank (the "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 

l 2 U .S.C. § 182 I ( c ), the Federal Deposit Insurance Corporation was appointed Receiver. ln 

accordance with 12 U.S.C. § 182l(d), the FDIC-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 and demands. 

Further, as more fully described below, the FDIC-R alleges it acqujred the causes of action 

and claims that are the subject of this Agreement from the Bank and/or the Federal National 

Mortgage Association ("FNMA") including: (l) claims and causes of action relating to the 

os.in service letter issued to the Bank by Suburban Title & Abstract, Inc. ("Suburban") on behalf 

of the Settling Defendant for the loan tof 5$2 I identified in the Complaint ( 

I==== 

Loan"); (2) claims and causes of action relating to the closing se~ y 

Suburban on behalf of the Settling Defendant for the II =i4j loan identified in the Compla int 

(b)(4);(b)( 

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(b)(4);(b)( 

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(b)(4);(b)( 

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!!Loan"); and (3) claims and causes of action relating to the closing service letter issued 

6) 

'--"-- - --'---------tcLthe Bank by Suburban on behalf of the Settling Defendant for the 1L--____ ,_,.--__ ___. 

loan identified in the Complaint 'F: ~oan")(collectively the "Claims"). By letters dated 

May 14, 2015, and October 19, 2015, the FDIC-R tendered notice of the Claims to the Settling 

Defendant. 

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 District of New Jersey in Federal Deposit Insurance Corporation as 

Receiver for Am Trust Bank v. Chicago Title Insurance Company, Case No. 2: t 5-cv-8400- W JMMF ("Action"). 

The FDIC-R represents and warrants that pursuant to 12 U.S.C. § 1821(d), and under a 

"Consent and Release Agreement" effective September 7, 20 l 0, and a "Statement of Ownership 

of Third Party Claims" made as of November 25, 2015, entered into between FNMA and the 

FDIC-R, it is the sole owner of the Claims and warrants to be the only entity with standing to file 

suit and recover damages on 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 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 I: Payment to FDIC-R 

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

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agrees to pay the FD[C-R the sum of Two Hundred Ninety-Five Thousand Dollars ($295,000.00) 

("the Settlement Payment") within thirty (30) days of the FDIC-R's execution and delivery of 

this Agreement to the Settling Defendant, and the Settling Defendant's receipt from Ellenoff 

Grossman & Schole, LLP of a properly completed and executed IRS form W-9. 

B. The Settlement Payment shall be paid by check payable to EllenofI Grossman & 

Schole, LLP's trust account. 

C. If the FDlC-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: 

I. Extend the period of time for the Settlement Payment, including interest 

accruing from the dates determined by subsection A above, through the date of payment at a rate 

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

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

jurisdiction in the United States District Court for the District of New Jersey 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 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 aJI 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; and/or 

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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 LC.2 through LC.4 at any time prior to receipt of Settlement 

Payment (including all accrued interest) in full. 

SECTION 11: 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, 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 a11 Parties hereto. 

SECTION Ill: Releases 

A. The FDlC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section lll.C, 

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

Defendant and its employees, officers, directors, 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 or causes of action alleged in the 

Action. 

8. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section Ill.A above, and except as 

provided in Section TILC, the Settling Defendant, for itself and its successors, and assigns, hereby 

releases and discharges the FDIC- R, and its employees, officers, directors, successors and 

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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 the Claims or causes of action alleged in the 

Action. 

C. Exceptions from Releases. 

l. Notwithstanding any other provision of this Agreement, the FD IC-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, the Settling 

Defendant does not release, and expressly preserves fully and to the same extent as if this 

Agreement had not been ex_ecuted, any claims or causes of action against any person or entity not 

expressly released by the Settling Defendant in this Agreement. 

3. 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 

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

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to seek pursuant to its supervisory or regulatory authority against any person. 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 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 et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All 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. 

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. 

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. 

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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 th.is 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 in the Action by or against any Party except to enforce its tenns. 

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 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 New Jersey. 

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

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

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

Suite 830, Glendale, CA 91203; Telephone: (818) 630~7900; Email: I :;;,s. 

If to the Settling Defendant: Jenny Higginbotham Barrett, Fidelity National Title Group, 

Building Five, Ground Floor, Jacksonville, FL 32204; Telephone: 

Danzig Scherer Hyland & Perretti LLP, Headquarters Plaza, One Speedwell Avenue, P.O. Box 

1982, Morristown, NJ 07962; Telephone: (973) 451-8476; Email: 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

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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 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 of this Agreement. 

Ill 

Ill 

Ill 

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

not be confidential and among other things, will be disclosed pursuant to the Federal Deposit 

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

JN 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: fi6. 2 s-, 2o1 ~ 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION 

RECEIVER F~...o...t.U.&.11,,1,,1,1,~.,..,...,...._--= ~---

BY: 

TITLE: ( o ~tvSclPRJNT NAME: 1?oi<6LA- ~ 6 . A:f!V6 

BY: 

TITLE: / 

PRINT NAME: J-__ C_n_l)_j-t----'---=-......,_..;.....;;;._.,;__ 

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(b)(6)