(b)(4), 

/h \/C:::\ 

(b)(4), 

/h \/C:::\ 

SETTLEMENT AND RKL~:ASK AGREEMENT 

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

among the following undersigned parties: 

The Plaintiff Federal l)eposit Insurance Corporation as Receiver for Am Trust Bank 

("l,l)IC-R''); and Chicago Title Insurance Company (the "Settling Dc!Cn<lant") (individually, 

the.FDIC-Rand the Settling Defendant may be rcfcffcd to herein as "Party'' and collectively as 

the '"Parties"). 

1u:cnA1.s 

WHEREAS: 

Prior to December 4, 2009, Am ['rust Hank ("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. § 1821 (c ), the federal Deposit lnsurance Corporation was appointed Receiver. Jn 

accnn.lance with 12 ll.S.C. § l82l(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 

rDIC-R succeeded were the Ilank's claims and demands. 

Further, as more fully described below, the rDIC-R acquired the causes of action and 

claims that are the subject of this Agreement from Amtrust and/or the .Federal Home Loan 

Mortgage Corporation ("fTILMC") and Federal National Mortgage Association ("FNMA") 

including: (I) all claims and causes of action relating to the closing service letter issued by the 

Settling Defendant to the Hank for the,! ____ ~lloan identified in the Complaint Cj, --~ 

Loan"); (2) all claims and causes or action relating to the closing service letters issued hy the 

Sdtling Defendant to the Bank for the,! ___ ~!loan identified in the Complaint Cl L __ _, 

(b )(4 ), 

/h \/C:::\ 

(b )(4 ), 

/h \/C:::\ 

146985211 I 

D(b)(6) 
(b)(4), 

/h \/C:::\ 

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

Settling Defondanl to the Hank for the LI ____ _,lloan identified in the Complaint ("C::J---

Loan")(collectively the "Claims"). By letter dated April 20, 2015, the FDIC-R tendered notice 

of the Claims to the Settling Defendant. 

On December 3, 2015, the l-'D!C-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. Chicag,i l'ille Insurance Company, Case No. 2:15-cv-08417-

MCA-LDW ("Action"). 

FDlC-R represents and warrants that pursuant to 12 lJ.S.C. § 182l(d), and under a 

'Tonsent and Release Agreement" effective September 3, 2010 entered into between the FDICR and FIILMC, a "Consent and Release Agreement" effective September 7,2010 and a 

"Statement of Ownership of Third Party Claims" made as of November 25, 2015 entered into 

between FNMA and 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. 

NO\:V, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency ofwhieh 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 agrees to pay the J,l)fC-R. the sum of Three Hundred Fifty Thousand Dollars 

2 

l 4698521 I] 

(b)(4), 

/h \/C:::\ 
($350,000) ("the Settlement Payment") within thirty (30) days of the FDIC-R'~ execution and 

delivery of this Agreement to lhe Sellling Derendant, and the Settling Defendant's receipt from 

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

13. The Settlement Payment :c.liall bl: paid by cl1l:ck payahlt:: to l'.llcnoff(irossman & 

Schole, T ,[ ,C's trust account. 

C. lfthe .FDlC-R does not receive the Settlement Payment in full on or before the 

date determined by .'>uhscction A ahO\·C. 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 Scttll:mcnt Payment, including interest 

acl:ruing 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 Sl:ttling DdCndant agrees to 

jurisdiction in 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 

:l. 'J'enninate 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 

claim:c.. The Settling Defendant further agrees to waive any ddCnse hascd on any statute of 

limitations that would 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 

3 

1469852/l] 

~) 
or counterclaims that did not exist or were otherwise unuvailable a:ci of the date this Agreement 

was fully executed; and/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 PDIC-R's rights to 

take any of the actions set f'orth in Section l.C.2 through l.C.4 at any Lime prior to n::ccipt 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 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, wherehy the Court shall rctainjurisdietion to hear and 

determine all matters related to the Action and to enforce this Agreement, executed by the 

attorneys for all Parties hereto. 

SECTION Ill: Releases 

A. fhe FDIC-R's Releases. 

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

the FDIC-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 FDJC-R, that arise from the Claims or causes of action 

alleged in the Action. 

I3. The Settling Defendant's Releases. 

4 

146'!852/ 11 
Effective simultaneously with the release granted in Section III.A. above, the Settling 

Defendant, for itself and its successors, and assigns, hereby releases and discharges the FDICR, 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, that aris.; from the Claims or causes of action alleged in the Action. 

C. Exceptions from Releases by rDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC-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 uf 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 rDIC-R, the Bank, other financial institutions, or any 

other person or entity, including without limitation any such claims acquired by FDJC-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 rel.;ascd by the FDICR in this Agreement. 

2. Notwithstanding any other provision urthis 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 or its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relier it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

Notwithstanding any other provision of this Agreement, this Agreement docs not purport to 

5 

l469852!1 I 
waive, or intend to waive, any claims that could be brnught 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 lJ.S.C. §§ 3322 and 3663 et. 

seq., if appropriate. 

SECTION IV: Representations and Ackmm1lcdgcmcnts 

A. Authorized Signatories. All of the undersigned persons represent and V.'arrant 

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. 

n. Advice of Counsel. Each Party hcn:by 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 

rhe 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. 

SFCTION VJ: Other :Vlatters 

6 

1469852/1] 
(b )(6) 

(b )(6) 

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 dd'enscs, 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 Counterparts. This Agreement may be executed in counterparts by 

one or more o[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 .;ach 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. Choi~e of L~w~ 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 shall be sent by registered mail, first 

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

ff to the FDIC-R: Michael Dclbiek; Mortgage Recovery Law Group, 700 N. Hrand 

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

Ir to the Settling Dc!Cndant: Tamarah Brodsky; Fidelity National Law Group, 200 W. 

Cypress Creek Rd., Ste. 2100, Fl. Lauderdale, FT. 33309; Telephone: (954) 465-2145; Email: 

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

agreement and understanding between and among the undersigned Parties concerning the 

7 

r 469s12n 1 (EJ 
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 attorncy(s), or other 

representative(s ). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

an:: for convenience only and shall not affeetthe 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. 

[_Continued on Page 9] 

8 

[ 469852/1 J LJ 
JN WITNJ•:Ss WI llrn.EOF, 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: 

Date: 

I 46'!852/1 I 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR AMTRIJST llANK 

HY 

J'ITI.E: 

'-----,--I -,,.,,....-----,.? L 1 . __L£_e tJ 5 C L 

PRINT NAME: ./)ou.oL./1 J 6. .J. .ltA/6 

CHICAGO !TILE INSURANCE COMPANY 

BY: 

TITLE: 

PR.!;-,..T NAME: 

9 

{b)(6) 
(b )(6) 

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: 

Date: 

[469852/1] 

FEDERAL DEPOSIT J',JSLJRANCE CORPORATION 

AS RECEIVER FOR AMTRUST BANK 

BY: 

TITLE: 

PRINTNAME: _______ _ 

CHICAGO TITLE INSURANCE COMPAI\Y 

BY: 

TITLE: (_ 

9