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SETTLEMENT AGREEMENT AND MUTUAl~ RELEASES 

This Settlement Agreement and Mutual Releases ("Agreement'') is made this lOth day of 

January, 2011 by, between and among the Federal Deposit Insurance Corporation, in its capacity 

as receiver for AmTrust Bank ("FDIC-R")~ Commonwealth Land Title Insurance Company 

("Commonwealth"), Icon Title Agency LLC C'Icon") (Commonwealth and Icon, together, the 

"Settling Defendants"), and Jan Kiderman, an individuaL Each ofFDIC-R, Icon and 

Commonwealth are parties in a case captioned FDICas Receiver for Am Trust Bank v. The 

. . 

~Mortgage Zone Inc., eta!., Case No: 2:08-CV-03369 (E.D.N.Y.) ("The Litigation"). 

RECITALS 

\VHEREAS, in August 2008, AmTrust Bank ("Am Trust" orthe "Bank') cominenced 

The Litigation against numerous borrowers, its closing atto.mey Dean Reskakis, its mortgage 

broker The Mortgage Zone Inc., and other individuals and entities alleged to be involved in the 

origination of mortgages using improf"-~ flip transactions and straw buyers, including claims 

against Icon and Conunonwealth related to the issuance oftitle insurance and title commitments 

fur such mortgages; and 

WHEREAS, on December 4, 2009, AmTrust was closed by the Office ofThrift 

Supef\ision and, pursuant to 12 U.S.C. § 1821 (c), the Federal Deposit Insurance Corporation 

\v-as appointed receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all 

rights~ titles, powers. and privileges ofthe Bank, including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were any and all ofthe Bank's claims, 

demands, and causes of action, including those claims asserted in The Litigation; and 

WHEREAS, Commonwealth has denied the allegations asserted against it for breach of 

contract; and 

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WHEREAS, Icon has denied the allegations asserted against it for breach offiduciary 

duty and for negligence; and 

WHEREAS, without any admission of liability by any ofthe undersigned parties, the 

parties deem it to be in their respective best interests to end their disputes arising out ofand 

related to The Litigatio~ avoid further costs and risks associated with The Litigation, and enter 

into this Agreement. 

NOW, ffiEREFORE. in consideration of the promises, undertakings and releases stared 

herein, the sufficiency of which consideration is hereby acknowledged, the undersigned parties 

agree, each with the other. as foJlows: 

Section 1. Payment to the FDIC-R. 

A. As an essential covenant and condition to this Agreement, Icon has agreed to pay 

the FDIC-R the sum of One Million Two Hundred Thousand Dollars ($C200,000.00), and 

Commonwealth has agreed to pay the FDIC-R the sum ofFifty Thousand Dollars ($50~000.00) 

(the "Settlement Funds") within 30 days ofthe execution ofthe Agreement.. 

B. Within 30 days of the execution ofthe Agreement, the Settling Defendants shall 

deliver their respective Settlement Funds, as detailed above, to the FDIC-R by direct wire 

transfer into an account designated by FDIC-R or by check transmitted pursuant to FDIC-R's 

written :instructions. Ifthe Settlement Funds, or any portion thereof, are not received by the 

FDJC~R within 30 days of execution ofthe Agreement, interest upon any unpaid portion ofthe 

Settlement Funds will accrue at a rate of 6% per annum conunencjng on the 31st day after 

execution ofthe Agreement through the date offull payment. 

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C. Without waiving any other rights that FD1C-R may have, in the event that the 

Settlement Funds, including all accrued interest as may be applicable, are not received by the 

FDIC-R Y\ri.thin 30 days ofthe execution ofthis Agreement, then the FDIC-R shall have the right> 

in its sole discretion, to enforce this Agreement, and the defaulting party shall be responsible for 

it portion ofthe Settlement Funds, and all fees, including attorney fees, incurred by the FDIC-R 

in enforcing the agreement. The parties further acknowledge and consent to the jurisdiction of 

Magistrate Judge Cott for enforcement ofthis Agreement in connection with his continuing role 

in the settlement of this matter and ofthe litigation styled Executive RiskIndemnity Inc. v. Icon 

Title Agency, LLC, Case No: 1:10 CV 02483 (S.D.N.Y.). 

Section 2. Stiv.ulations and Dismissals. 

Upon execution ofthis Agreement by each of the undersigned parties, and upon receipt 

ofthe Settlement Funds by the FDIC-R in the amount specified in Section 1, the FDIC-R shall 

dismiss with prejudice all ofits claims in the Litigation against Commonwealth and Icon; 

Commonwealth shall dismisS with prejudice all ofits claims against the FDIC-R and Icon; and 

Icon shall dismiss with prejudice all ofits claims against ihe FDt:C-R and Commonwealth. A 

stipulation of dismissal with prejudice as to these claims shall be prepared and executed by the 

FDIC-R. Commonwealth, and Icon ·within 30 days after receipt of the Settlement Funds by the 


FDIC-R, and filed with the court thereafter. 


Section 3. Limited Mutual Releases. 


A. · Release ofthe Settling Defendants and Jan Kiderman by the FDIC-R. 

Effective upon receipt of the Settlement Funds by the FDIC-R in the amount 

specified in Sectio.n 1, the FDIC~R (the "Releasor"), hereby knowingly and voluntarily waives~ 

discharges and releases forever Icon and Commonwealth~ including their related companies, 
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predecessors> successors, predecessor and successor entities, subsidiaries. affilia es~ directors} 

officers, employees, attorneys, insurers, agents and assigns, and Jan Kiderman individually, his 

heir$, executors, administrators, representatives, attorneys, successors and assigns, (collectively 

the "Releasees") from any and aU actions> causes of action, snits, debts, dues, sum of money, 

accmmts, reckonings, bonds, bills, specialties, covenants, contracts, controversies. agreements, 

promises, variances, trespasses, damages, judgments, executions, claims and demands 

whatsoever in law or equity, including attorneys fees',' disbursements, claims for sanctions and 

rights of subrogation, which against the Releasees, the Releasor ever had, now has or hereinafter 

can1 shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the 

beginning of the world to the date hereof, limited to any and all claims solely related to the 

allegations and claims made_by FDIC-R in The Litigation and arising out of the specific facts 

and specific circumstances alleged in The Litigation. 

B. Release ofthe FDIC-R by Settling Defendants and Jan Kiderman. 

Effec...iive simultaneously with the release in Section 3At each ofthe Settling Defendants 

on its own behaJf, and on behalf ofeach ofthe Settling Defendants· their related companies. 

predecessor and successor entities, subsidiaries, affiliates, directors. officers, employees, 

shareholders, owners, partners, agents, insurers> representatives, agents, attorneys, successors 

and assigns, and Jan Kidermatl individually, his heirs, executors, administrators, representatives, 

attorneys, successors and assigns, (collectively, the ''Releasers''), all hereby kno\-\<ingly and 

voluntarily waive, discharge and release forever the FDIC-R (the "Releasee") from any and all 

actions, causes ofaction, suits, debts, dues, sum ofmoney, accounts. reckonings. bonds, bills~ 

specialties, covenants, contracts, controversies_, agreements, promises, variances. trespasses. 

damages, judgments, executions, claims and demands whatsoever in law or equity, including 

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attorneys fe.es', disbursements, claims for sanctions and rights of subrogation, which against the 

Releasees, the Releasor ever had, now has or hereinafter can, shall or may have, for, upo~ or by 

reason of any matter. cause or thing v.'ha:tsoever from the beginning ofthe world to the date 

hereof, limited to any and all claims solely related to the allegations and claims made by the 

FDIC-R in The Litigation and arising out ofthe specific facts and specific circumstances alleged 

in the Litigation. 

C. Release of Icon and Jan Kiderman by Commonweulth. 

Eflective simultaneous1y with the release granted in Section 3A, Commonwealth, its 

insurers, representatives, agents, attorneys, successors and assigns (the "Releasor'') hereby 

releases and discharges Icon~ its insurers~ representatives, agents, attorneys, succ.essors and 

assigns, Jan Kidennan individually, his heirs, executors, administrators, representatives. 

attorneys, successors and assigns (collectively, the "Releasee''), from any and all claims, 

de.l'l:lllnds, obligations, damages, actions and causes of action, direct or indirect, in law or in 

equity, which against the Releasee, the Releasor ever had or now has, limited to any and all 

claims solely related to chums made by the FDIC-R in The Litigation, with respect to the 

properties detailed in FDIC·R's c1aims in The Litigation. 

Icon and Jan Kidennan acknowLedge that this Agreement) and specifically this Release, is 

limiied to The Litigation. Icon and Jan Kiderman acknowledge that there may be additional 

claims made by Commonwealth related to Icon's and Jan Kiderman's actions but unrelated to the 

specific claims made by the FDIC-R in The Litigation. This Agreement and Release does not .in 

any way affect Commonwealth's right, ifany, to pursue such claims against Icon and Jan . 

.Kiderman, or Icon's and Jan Kidermants rights to defend against such c1aims. 

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D. Release ofCommonwealth bv Icon and Jan Kiderman. 

Effective simultaneously with the release granted in Section 3.A above, Icon, its insurers, 

representatives, agents, attorneys, successors and assigns, and Jan Kiderman individually, his 

heirs, executors, administrators: representatives, attorneys, successors and assigns, (collectively, 

the "Releasors11): hereby release and discharge Conunonwealth. related companies. predecessors, 

successors, predecessor and successor entities, assigns, subsidiaries, affiliates, directors, officers, 

employees, attorneys, insurers and agents. (the ''Releasee"), from any and all claims. demands, 

obligations, damages, actions and causes ofaction, diret.1: or indirect, in law or in equity, which 

against the Releasee, the Releasor ever had or now has, limited to any and all claims solely 

related to claims made by the FDIC-R in The Litigation~ 'With respect to the properties detailed in 

the FDIC-R's Claims in The Litigation. 

E. Express Reservation of Claims By The FDIC-R 

Notwithstanding any other provision of this Agreement, the FDIC-R does not release~ and 

expressly preserves fully and to the same exient as ifthe Agreement had not been executed~ any 

rights, claims or causes ofaction: 

1. Against any other party in the Litigation not expressly released by this 

Jlgreen1ent;andlor 

ii. V..11ich are not expressly released in Section 3A. 

F. Express R~~ervatlonofClaims J?.y Commonwealth 


Notwithstanding any other provision ofthis Agreement. Commonwealth does not release~ 

· and expressly preserves fully and to the same extent as if the Agreement had not been executed, 

any rights, claims or causes ofaction: 

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1. Against any other party in the Litigation not expressly released by this 

Agreement; andfor 

11. Which are not expressly released in Section 3B and/or 3C. 

Section 4. Representations and Acknowledgments 

A. No Admission ofLiability. · 

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

Agreement constitute a settlement and compromise ofdisputed claims and that this Agreement is 

not an admission or evidence of any liability by any ofthem regarding any claim. 

B. Execution in C.9.Yntemarts. 

This Agreement may be executed in counterparts by one or more ofthe parties named 

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

as ifone document had been signed by all parties hereto; and each such counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the party or parties 

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

C. Binding Effect. 

Each ofthe undersigned persons represents and warrants that they are a party hereto or 

are authorized to sign this Agreement on behalfof a party, and that they have the full power and 

authority to bind such patiy to each and every provision ofthis Agreement. 11us Agreement 

shall be binding upon and inure to the benefit ofthe undersigned parties and their respective 

insurers, representatives, agents, heirs, executors~ administrators~ attorneys, successors and 

assigns. · 

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D. Choice ofLaw. 


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


federal law~ or in its absence, the laws ofthe State ofNew York 

E. Entire Agreement and Amendments. 

This Agreement constitutes the entire agreement and understanding between and among 

the undersigned parties concerning the matters set forth herein. This Agreement may not be 

amended or modified except by another \Vritten instrument signed by the parties to be bound 

thereby, or by their respective authorized attorneys or other representatives. 

F. Advice ofCotmsel. 

Each party hereby acknowledges that it has consulted with and obtained the advice of 

counsel prior to executing this Agreement, and that this Agreement has been explained to that 

patiy by his, her, or its counsel. 

IN WITNESS \VHEREOF, the parties hereto have caused this Agreement to be executed . 

by each ofthem, or their duly authorized representative, on the dates hereinafter subscribed. 

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Federal Deposit Insurance Corporation as 

Receiver for AmTrust Bank 

d 

J...___________.l 

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{b)(6) 

SWORN TO BEFORE ME and subscribed in my presence this 

~, ,2011. . I .......... Notary Public. 

/D #v day ofI {b)(6) 

---Tff;l·N:Bul CO!'MJ0!1\J~Qii\ t;~Virgl!Ua 

Ctir·.~~;·~~·~·::~~~~ 0~~~:··2:\:'r~ tfr/ Cnrr;;n' J()r, E::,f<~''iHimlr-;~2 

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Comi:nonwealth Land Title Insurance 

Com an' 

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


By~-=~~--~------~---- \ , ";D G o (..,t!-, 


1-t... · \/1: c~ (l·..t -s,c-4....~ ~~-.._-____
__.... 

/"'\ SWORN TO BEFORE ME and subscribed in my presence this ___(£.~.- day of 


l_J--.¥·-.1-' ~:-, ' 2011. 
 .....,. ) ·-·":7-y­ ; 1 ........(b)(6) 


NOTAAY flJoUCDfNEW-iffiSEY 

My Commission ~~es 12127/2!}'14 

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. . .. "···:·.. ··: ;....·~· ;.; :··.; ....•.... ,·.;.·."': : :.·. -.·;-:;;•. "'-:.;.·.. .·. 

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leon Title Agency, LLC 

BJ_, ;mE"'"-'' ~:;:: ;=:1 (b)(6) 

~ SWORN TO BEFORE ME and subscribed in my presence this /:f""""day of 

· I a--r'~:..,ct.tZ.::j,-2011. , xw 

'~·-····--·~o Notary Public ~L..------···.......1 (b)(

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) 


VERONICA TORRES 

NOTARV PUBLIC, $T~TE OF NEWYOPJ< 

NO. OH0006526t:i . 

QU;L\Ufir:D tN KiNGS GOUNT't 

COMMISS!ON EXPiRES OCTOBER 15, 2.o['!::> 

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Jan Kiden:nnn 

(b)(6} 

···················!.....____ ___jl..__ 

/ SW0&'\1 TO BEFORE ME and subscribed in roy p1'0sence this I .3"- day of 

.........(t.>.)(6)
 j ~ 1\/•)~~J-· 2011. . ························································· 

Notary Public 

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