SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as ofthis2$~y of 

Av~ ±. 2013, by, between, and among the Federal Deposit Insurance Corporation as Receiver 

for Am Trust Bank, Cleveland, Ohio ("FDIC-R''), on the one hand, and Genuine Title, LLC 

("Genuine Title"), and First American Title Insurance Company ("First American") on the other 

hand, (individually, the FDIC-R, Genuine Title, and First American may be referred to herein as 

a "Patty'' and collectively as the "Parties"). 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank, Cleveland, Ohio, previously known as Ohio 

Savings Bank ("Bank''), w~ 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 appointed 

the Federal Deposit Insurance Corporation as its receiver. In accordance with 12 U.S.C. § 

1821 (d), the FDIC-R succeeded to all rights, titles, powers, and privileges of the Bank, including 

those with respect to the claims which are subject to this Agreement. 

Between July and November, 2007, AmTrust funded a series of mortgage loan 

transactions involving the following named borrowers: 

Borrower I Address I Loan I 

Amount Closin!! Date 

(b)(4),(b) 

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Genuine Title performed title, closing, and escrow services, while First American issued title 

insurance and Closing Protection Letters in connection with these transactions (collectively, the 

"Transactions)." 

A dispute has arisen between the Parties with respect to claims by the FDIC~R related to 

Genuine Title and First American's actions in the Transactions (hereinafter any and all present 

and future claims by the FDIC-R against Genuine Title and Pirst American in cmmcction with 

the Transactions are referred to as the "Claims"). The FDIC-R ha.c; asserted the Claims against 

Genuine Title and First American in a civil action captioned Federal Deposit Insurance 

Corporation, as Receiver for AmTrust Bank, Plaintiff, v. Genuine Title, LLC, et al., Defendants 

Case No. 1:12-02277 in the United States District Court, Northern District of Ohio, Eastern 

Division (the "Pending Action"). The Parties engaged in settlement negotiations as a result of the 

Claims. The Parties now deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense oflitigation . 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated her~in, 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, Genuine Title shall pay 

the FDIC-R the total sum of Two Hundred Fifty Thousand ($250,000) (the "Settlement 

Payment"). The Settlement Payment shall be made by Genuine Title as follows: (i) an initial 

payment of One Hundred Thousand Dollars ($1 00,000) (the "Initial Payment," which shall be 

made on or before thirty (30) days following the date on which the FDIC-R executes this 

Agreement); and (ii) the balance of One Hundred Fifty Thousand Dollars ($150,000) shall be 

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payable in fifteen (15) monthly installments ofTen Thousand Dollars ($1 0,000) each paid on the 

first of each month following the Initial Payment (the "Monthly Payments"). All payments shall 

be in the fonn of a che<:k made payable to "RJ Landau Partners Client Trust Account," mailed to 

RJ Landau Partners PLLC, Attn: Richard J. Landau, Esq. 5340 Plymouth Rd., Suite 200, Ann 

Arbor, Michigan 48105, Reference: AmTrust/Gencine Title Settlement and transmitted in a 

manner to ensure delivery on or before the due date for each of the Monthly Payments. If 

Genuine Title makes all payments on time, then there shall be no interest, and no other charge..c; 

charged to or owed by Genuine Title to FDIC-R. 

B. It is expressly understood that the Settlement Payment is being made to partially 

compensate FDIC"R for the losses that it has alleged it has sustained in conjunction with each of 

the Transactions, with the exception of the Transaction involving! · ............ .. Jrortheproperty 

(b)( 4 t.?.1 J99.~!~ ... atL...I····-·········-·········-···· ___ ___,I Shaker Heights, OH (the '1L----··_.······IT:ransaction'-').:W.hile. 

(6) 

FDIC-R is providing Genuine Title and First American with a release of all the "Claims" 

(b)( 4) JQJJ.nclu®!gjb_o~c_'_'C!aims::--related to th~ -­

(6) 

!Transaction, no portion of the Settlement 

Payment shall be applied to the losses FDIC-R has allegedly sustained in connection with the 

(b)( 4) !..Ct.?.1''C.laim".arisingout ofthe~...l···················· __ _,l Transaction. 

(6) 

C. If the FDIC-R does not receive either the Initial Payment or the Monthly Payments 

contemplated by§ I.A., in full on or before the date(s) determined by subparagraph A above 

("Settlement Payment Due Date"), then the FDIC-R, in its sole discretion, shall have the right to: 

1. extend the period of time for payment, including interest accming from the 

Settlement Payment Due Date through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 662l(b)(3); or 

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2. in the event Genuine Title fails to make any Monthly Payments on or 

before the due dates set forth above, Genuine Title's failure to pay shall be considered an 

event of default. Upon receiving notice of an event of detimlt, Genuine Title shall have 

no more than 7 (seven) days from the date of such notice of default to cme by making the 

required payment. Notice of default shall be deemed adequate if served by U.S. Mail 

certified, return receipt requested to Genuine Title, 11155 Dolfield Blvd #100, Owings 

Mills, MD 21117, and also to Genuine Title's current counsel of record, Jolm C. 

Weisensell, Bernlohr, Niekamp & Weisensell, LLP, The Nantucket Building, 23 S. Main 

Street, Third Floor, Akron, Ohio 44308. Genuine Title hereby agrees that if it fails to 

cure within this period, FDIC-R shall be entitled to entry of a Consent Judgment against 

Genuine Title in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) less 

any payments made hereunder including the Initial Payment and any Monthly Payments, 

with statutory interest on the unpaid balance from September 12, 2012. Genuine Title 

expressly consents to entry of the Consent Judgment as set forth above without notice of 

presentment, objections to fonn waived, provided solely that the FDIC-R presents to the 

Court a copy of this Agreement and an affidavit stating the fact of Genuine Title's nonpayment and proof of service of the notice of default; and/or 

3. seek any other relief available to it in law or equity; 

4. in any event, FDIC~R's remedy shall be limited to pursuit of a judgment, 

and payment ofthejudgment, in the amount of Two Hundred Fifty Thousand Dollars 

($250,000.00) (less any payments made), plus statutory interest. 

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Any extension of time for delivery of the Settlement Payment shall not prejudice the FDIC-R's 

right to take other action or seck any relief during or after such period of extension, inCluding the 

right to bring an action to enforce the Agreement. 

SECTION H: Releases. 

A. The FDIC~R's Release. 

Effective upon the execution of this Agreement and receipt by the FDIC-R of the Initial 

Payment, and except as provided in PARAGRAPH II. C., the FDIC-R, for itself and its 

successors and assigns, hereby releases and discharges: (i) Genuine Title and its respective 

employees, ofticers, directors, representatives, heirs, executors, administrators, successors and 

assigns, from any and all claims, demands, contracts, obligations, damages, actions, and causes 

of action, direct or indirect, in Jaw or in equity belonging to the FDIC-R, arising out of or 

relating in any manner to the failure of the Bank or the activities ofthe FDIC-R in connection 

therewith, including without limitation, the Claims; and (ii) First American and its respective 

employees, officers, directors, representatives, heirs, executors, administrators, successors and 

assigns, from any and all claims, demands, contracts, obligations, damages, actions, and causes 

of action, direct or indirect, in law or in equity belonging to the FDIC-R, arising out of the 

Transactions, including without limitation the Claims; and, (iii) Genuine Title and it.s respective 

employees, officers, directors, representatives, heirs, executors, administrators, successors and 

assigns, from any and all claims, demands, contracts, obligations, damages, actions, and causes 

of action, direct or indirect, in law or in equity belonging to the FDIC-R, arising out of the 

Transactions. Upon execution of this Agreement, the parties shall file a stipulated entry of 

dismissal, with prejudice, of the Pending Action as against Genuine Title and First American, 

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provided however, that such stipulation shall provide for the Court to retain jurisdiction solely 

for purposes of entering the Consent Judgment, if necessary; and, 

B. Genuine Title and First American's Release. 

Effective simultaneously with the release in PARAGRAPH II.A. above: (i) Genuine 

Title, for itself and its successors and assigns, hereby releases and discharges: (a) the FDIC-R 

and its respective employees, officers, directors, representatives, heirs, executors, administrators, 

successors and assigns, from any and all claims, demands, contracts, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity belonging to Genuine Title 

arising out of or relating in any manner to the failure of the Bank or the activities of the FDIC-R 

in connection therewith, including without limitation those arising out of the Transactions or . ·.:. 

relating to the Claims; and (b) First Am.erican and its respective employees, officers, directors) 

representatives, heirs, executors, administrators, successors and assigns, from any and all claims, 

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

or in equity belonging to Genuine Title arising out of the Transactions or relating to the Claims; 

and (ii) First American, on behalf of itself, and its respective employees, officers, directors, 

representatives, heirs, executors, administrators, successors and assigns, hereby releases and 

discharges the .FDIC-R and Genuine Title and their employees, officers, directors,. 

representatives, successors and assigns, from any and all claims, demands, actions or causes of 

action belonging to First American, arising out of the Transactions or relating to the Claims. 

C. Exceptions to Release 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 ex. tent as if this Agreement had not 

been executed, any claims or causes of action: 

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a. against Genuine Title and First American, 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 Bank, other financial institutions, or any 

other person or entity, including without limitation any claims acquired by FDIC-R as successor 

in interest to the Bank or any person or entity other than Bank; 

b. against any person or entity not expressly released by the FDIC-R 

in this Agreement; or 

c. which are not expressly released in PARAGRAPH Il.A. above. 

2. Notwithstanding any other provision of this Agreement, nothing herein 

limits, waives, r~leases, diminishes or compromises the jurisdiction and authority of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition, civil 

penalties, restitution or other relief it is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation of law, rule, or 

regulation. 

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

does not waive any claims brought on behalf of another failed institution or any claims which 

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 govcnunental entity. In addition, 

the FDIC-R specifically reserves the right to seek court ordered restitution pursuant to the 

relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq., jf 

appropriate. 

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SECTION Ill: Insolvency. 

A. Insolvency. 

Genuine Title warrants as to payments made by or on its behalf that at the time of such 

payment, it is not insolvent nor will the payment made by or on its behalf render it insolvent 

within the meaning and/or for the purposes of the United States Bankruptcy Code. This warranty 

is made by Genuine Title and not by its counsel. 

B. Preferences. 

In the event that the FDIC~R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-R may, without waiver of any other rights it may have in law or 

equity, pursue any of the rights and remedies set forth in paragraph l(C) above~ and/or otherwise 

pennitted by law. 

SECTION IV: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also he sent by email, to the following: 

If to the FDIC-R: 

Richard J. Landau 

RJ Landau Partners PLLC 

5340 Plymouth Rd., Suite 200 

Ann Arbor, MI 48105 

(734) 865~ 1585 

(b)(6)~L-....----- --·-·-· __ __. 

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Ifto Genuine Title: 

John C. Weisensell 

Bemlohr, Niekamp & Weisensel!, LLP 

'The Nantucket Building 

23 S. Main Street, Third Floor 

Akron, Ohio 44308 

330-43:-~ooo 

i . (g)( +l--

(~.)(6 t ..... . 

If to First American: 

Clair E. Dickinson 

Brouse McDoweJI 

388 South Main Strec 

Suite 500 

Akron, OH 44311-4407 

.330A34-4842 

J ................................. .··············· · 

SECTION V: Other Matters. 

A. No Admission ofLiability. 

The undersigned Parties each acknowledge and agree that the matters set forth in this 

Ag.t'tXilltml constitute the settlement and compromise of disputed cJaims and defenses, that this 

Agreement is not an admission or evidence of liability or infinnity 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 hereto, except to enforce its terms. 

B. Execution in Countemarts. 

This Agreement may be executed in counterparts by one or more of the Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as if one document had been signed by aU Parties hereto; and each such counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the Patty or Parties 

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

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C. Binding Effect. 

All of the tmdersigned persons represent and warrant that they are a Party 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, administrators, representatives, attorocys, successors and assigns. 

D. Entire Agreement. 

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. No representations, warranties or inducements have been made to 

or relied on by any Party concerning thjs Agreement and its exhibhs other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, nor may any of its provisions be 

waived, except in writing by the Party or Parties bound thereby, or hy their respective authorized 

attomey(s) or other rcprcscntativc(s). 

F. Reasonable Cooperation. 

1. The undersigned 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 perform the tenns of this Agreement. 

2. Further, Genuine Title and First American agree to cooperate fully with 

the FDIC-R in connection with any action required under t~s Agreement. Any such cooperation 

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that involves any out of pocket costs is subject to reasonable reimbursement by the FDIC-R 

pursuant to its internal guidelines and policy for such reimbursement. Such cooperation shall 

consist of: 

a. producing all documents requested by the FDIC-R, without the 

necessity of subpoena, as detennined by the FDIC-R, in its sole discretion, to be relevant to the 

Claims; 

b. making themselves available upon request by the FDIC-R at 

reasonable times and places for inteiViews regarding facts, as detenn.ined by the FDIC-R in its 

sole discretion, to be relevant to the Claims; 

c. appearing to testify, upon request by the FDIC-R, in any matter 

determined by the FDIC-R in its sole discretion, to be related to the Claims, without the necessity 

of subpoena; 

d. signing truthful affidavits upon request by the FDIC-R, regarding 

any matter, as determined by the FDIC-R in its sole discretion, to be relevant to the Claims. 

G. Choice of Law. 

This Agreement shall be interpreted, construed and enforced according to applicable 

federal law, or in its absence, the internal laws of the State of Ohio, without regard to its conflict's 

of laws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that he 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 

Pru1y by his or its counsel. 

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I. Title and Captions. 

All section titles and captions contained in this Agreement are for convenience only and 

shall not aftcct the interpretation of this Agreement. 

J. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

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: BERNLOHR, NIEKAMP & WEISENSELL, 

LLP 

(b)( 6) -.... AP .. PR.()"V''ED.AS'f'UFORJ'Vf" .. ·········································· .. _ ........................ ····· ························ ............................ 

DATE: 

APPROVED AS TO l'O~\tt 

By: -+--~-........ ----....... """""""'"""""""'"""""""'"""""-

C. WETSENSELL 

Art ·ney for Defendant GENUINE TITLE, 

L ~ 

BROUSE MCDOWELL 

By=------:-. - --------- CLAIR E. DICKINSON 

12 

Attorney for Defendant FIRST AMERICAN 

TITLE INSURANCE COMPANY 

; 

[. 
I. Title and Captions. 

All section titles and captions contained in this Agreement are for convenience only and 

shall not affect the interpretation of this Agreement. 

J. Authorship/Construction. 

This Agreement set.:: forth terms and agreements j ointly negotiated hy the Patiies. It is 

expressly agreed that fbi~ Agreement shall not be constmed for or against any party by reason of 

which party drafted it. 

N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authori?.ed representatives on the dates hereinafter subscribed. 

DATE: 

APPROVED AS TO FORM 

DATE: 

APPROVED AS TO FORM 

By: 

BERNLOHR, NIEKAMP & WEISENSEU ,, 

LLP 

_J_O_,_H_N_C_. WE ---ISENSELL 

Attorney for Defendant <TEN UlN r: TITLE, 

LLC 

BROUSE MCDOWELL 

By ·~~""'='":""==~:-:-:-------l--' (b )(6) : -= j 

CLAIR E. D.l.CKINSON 

12 

A rtomey tbr Defendant FIRST AMERICAN 

TITLE INSURANCE COMPANY 
DATE: 

APPROVED AS TO F0~\1 

DATE: 

DATE: 

DATE: 

RJ LANDAU PARTNERS, PLLC 

By:. ________________________ __ 

RlCIIARD J. LANDAU 

Attorney for Defendant FEDERAL DEPOSIT 

fNSURANCE CORPORATION 

FEDERAL DEPOSfT INSURANCE 

CORPORA TJON AS RECEIVER FOR 

AMTRUST BANK 

By: __________________________ __ 

Signature 

-···········.-- ------------------------ Print Name and Title 

.,.,,•" 

GENUI~ TITLE# 

By: _..._j_·········_·· --------'------

Signature 

By: 

l3 

··Yl·1 7~~~-~..:.L-a ___!_l_:_::_tc.::___r __ _ 

Print Name and Title 

FlRST AMERICAN TITLE INSURANCE 

COMPANY 

Si~11a1ure 

Print Name and Title 
DATE: 

APPROVED AS TO FORM 

DATE: 

DATE: 

/ 

DATE: /Vdr~ J/1 l..c1!3 

R.f LANDAU ARTNERS, PLLC 

By:. _ ___ _ __ _ 

RICHARD J. LANDAU 

Attomey for Defendant FEDERAL DEPOSIT 

INSURANCE CORPORA TJO~ 

FEDERAL DEPOSIT INSCRA\ICE 

CORPORATION AS RECEIVER FOR 

AMTRUST 8A..\.IK 

By: ________ ~------------

By: 

Signature 

--· 

Print Name and Title 

GENCINE TITLE, I .T ,C 

- ---

· Signature 

· Print Ncone and Title 

FIRST AMERICAN TITLE NSURANCE 

COMPANY 

By: ..L---------------------L'- > · ----- Signature 

.13 

(b)(6) 
DATE: lj?..S 3 

APPROVED AS TO FORM 

DATE: 

TNERS, PLLC 

------

By:-+r------.--------""'L----

CHARD J. LANDAU 

Attorney for Defendant FEDERAL DEPOSIT 

INSURANCE CORPORATION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

AMTRUST BANK 

(b)(6) .................................................. .. ············································································································································t= - -

By:L,----------....... -...t._ _ _ _ 

Signature 

DATE: 

DATE: 

By: 

By: 

&f_,'_,t( /vt /14.u6~; rf , ~~ Print Name and Title 

GENUINE TITLE, LLC 

------ -------·--- Signature 

Print Name and Title 

FIRST AMERICAN TITLE INSURANCE 

COMPANY 

--- - - - - Signature 

Print Name and Title 

13 

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