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 AmTrustBank 

("FDIC~R"); and United American Mortgage Corporation (the "Settling Defendant") 

(individually, the FDfC-R and 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. § 182l(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, 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 Central District of California in Federal Deposit Insurance Corporation as 

Receiver for Am Trust Bank v. United American Mortgage Corporation, No. 8: 15-cv-02013 

("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. 

NOW, 11-IEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated hereiiJ, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties ~gree, each with the other, as follows: 
SECTION 1: Payment to FDIC·R 

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

agrees to pay the FDDC-R the sum of one hundred seventy-five thousand dollars ($175,000) ("the 

Settlement Payment"). 

B. The S~ttling Defendant shall deliver the Settlement Payment to the FDIC-R by 

wire transfer into an ~ccount designated by FDIC-R by notice to the attorneys for the Settling 

Defendant. The Settlement Payment shall be delivered within thirty (30) calendar days of receipt 

by Settling Defendant's counsel of such wire instructions. 

C. If the FDIC-R does not receive the Settlement Payment in full within the time 

specified in subsection B above, then the FDIC-R, in its sole discretion, shall have the right at 

any time prior to rec~ipt of the Settlement Payment in full to: 

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

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

calculated in accordance with 26 U.S.C. § 662l(a)(2); or 

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

jurisdiction in United States District Court for the Central District of California and to pay all of 

the FDIC-R's reason~ble attorney's fees and costs expended in enforcing the tetms 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 woul~ 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 di~ not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Any extensiop of time under Section I.C.l for delivery of the Settlement Payment or 

[46985211] 2 
acceptance of a ort n of the Settlement Payment shall not prejudice the FDlC-R's rights to take 

any ofthe actions set! forth in Section I.C .. 2 through I.C.3 at any time prior to receipt of 

Settlement Payment ~ full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of (1) full execution of this Agreement by all of 

the Parties, and (2) rdceipt of the Settlement Payment, the FDIC-R shall file a stipulation of 

dismissal with prejudice, executed by the attorneys for all Parties hereto, which shall include a 

provision that each of the parties agrees to bear its own fees and costs. 

SECTION Ill: Releases 

! 

A. The FpiC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III. 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 an~ 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 or relate to the 

causes of action alleged in the Action. 

B. The Settling Defendant's Releases. I 

Effective simj . .dtaneously with the release granted in Section Ill.A above, the Settling 

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

successors, and ass ~s, hereby releases and discharges the FDIC-R, and its employees, officers, 

directors, representa~ves, 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 or relate t~ the causes of action alleged in the Action. 

C. Exceptions from Releases by FDIC-R. 

I. : Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expr~ssly preserves fu1ly and to the same extent as if this Agreement had not 

been executed, any c~aims or causes of action: 

[46985211] 3 
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 payablej or owed by them to FDIC-R, the Bank, other financial institutions, or any 

other person or entit)'!, including without limitation any such claims acquired by FDIC-R as . 

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 cpnstrued or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authJrity ofthe Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regula,tory 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. • Notwiihstanding any other provision of this Agreement, this Agre~mtmt 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the D~partment of Justice, the United States Attorney's Office for any federal 

judicial district, or a~y other department or agency of the United States as defmed 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. ~ if appropriate. 

SECTION IV: Representations and Acknowledgements ! 

A. Auth~rized Signatories. All of the undersigned persons represent and warrant that 

they are Parties here~ 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 ~nd their respective heirs, executors, trustees, administrators, representatives, 

successors and assigf;ls. 

[469852/l] 4 
B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and oliltained the advice of counsel prior to executing this Agreement, and that 

this Agreement has b~en 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 necessary1to effectuate the signing, delivery, execution, filing, recording, and entry, 

of any documents ne¢essary to conclude the Action and to otherwise perfonn the te1ms of this 

Agreement. 

SECTION VI: Other Matters 

A. No A~mission ofLiabilitv. The undersigned Parties each acknowledge and agree 

that the matters set f~rth 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 infmnity 

by any of them regar~ing 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. Exec~ion in Countemarts. This Agreement may be executed in counterparts by 

one or more of the P4rties 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. Choicp of Law. This Agreement shall be interpreted, construed and enforced 

according to applicaQle federal law, or in its absence, the laws of the State of California. 

D. Notic;s. Any notices required hereunder shall be sent by registered mail, first 

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

If to the FD~C-R: Paul Levin; Mortgage Recovery Law Group, 700 N. Brand Blvd., 

Suite 830, Glendale; CA 9l203; Telephone: (818) 630-7900; Email: 

[46985211] 5 
(b)(6)_ _____ b'--======~--......J 

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

If to the Settlipg Defendant: Mary A. Dannelley, Law Offices of Mary A. Dannelley, 160 

Newport Center Drive, Suite 120, Newport Beach, CA 92660; Telephone (949) 25241600; 

....... EmaiU ...................................... ·· 

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

' 

agreement and under~tanding 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 

representative(s). 

F. Titlesjand Captions. AU section titles and captions contained in this Agreement I 

are for convenience qnly and shall not affect the interpretation of this 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. 

H. California Civil Code§ 1542. California Civil Code§ 1542 states: 

A GENE~ RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITORiDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR 

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WinCH 

IF KNOWNiBY HIM OR HER MUST HAVE MATERIALLY AFFECTED 

IDS OR HER SETTLEMENT WITH THE DEBTOR. 

The Parties are aware of the contents of California Civil Code§ 1542, and understand and agree 

that this section and he benefits thereof, if applicable, are hereby expressly waived. It is ! 

understood and agreed that the releases of the Settling Defendants herein shall apply to all 

unknown, unanticipated, unsuspected or undisclosed claims that arise from or relate to the causes 

of action alleged in t~e Action. Nothing herein shall be construed to create a general release. 

[469852/1] 6 

I 

·--__J 
(b )(6) 

fN 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: J ) Z.'-11 l-D 1 b 

Date: 

[469852/1] 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

:CE!VER rR AMJRl!STBANK l 

TITLE: ~= \, ~~;v;.s;'-"'\ PRINTNAME: ~-\ _ _,___ 

BY: 

TITLE: 

PRINT NAME: ...,...C.:....-'...L.-~""--L.......L-...:......c....~~~ 7 

7