(b)(6) 

SETTLF:MEI\T AND RELEASE AGREE:11ENT 

This Settlement and Release Agreement ("Agreement") is mad1.: by, between, and 

among the following undersigned parties: 

The Plaintiffa Federal Deposit Insurance Corporation as Receiver for Colonial 

Bank (''FDIC-R") and Neil F. Luria, Plan TrusWl' of the Taylor, Bean & Whitaker Plan 

Trust ("TI3W Trustee'') on the one hand (collectively "Plaintiffs"), and Lennar Corporation 

("Lennar"), l;.s. llorne Corporation C\:··;lli°me"), North American Title Company 

("North American"), Andrew Sorens.6n, an Matthew Devereaux (collectively the 

"Settling Defendants") on the other hand. Individually, the FDIC-R, TH W Trustee, and the 

Settling Defendants may be referred to herein as ·'Party" and collectively as the ''Parties"). 

RECITALS 

WHEREAS: 

Prior to August 14, 2009, Colonial Bank (''Bank") was a depository institution 

organized and existing under the Jav,·s of Alabama. 

On August 14, 2009, the Alabama State Banking Department dosed th<: Bank and 

pursuant to 12 U.S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 182l(d), the FDJC-R succeeded to all rights, 

titles, powers and privileges of the Hank. 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 arc the subject of this Agreement. 

On August 15, 2008, Taylor, Bean & Whitaker Mortgage Corp. ("TBW") fih!d a 

Complaint in the Circuit Court of the Twentieth Judicial Circuit in and for Lee County, 

Florida. for money damages against the Settling l)efcndants, among others, styled Taylor 

Hean & Whitaker ,'vfortgage Corp. v. Lennar CmJJ., et al., Ca:,,c No. 08 CA 021081 (''State 

Court Action"). 

On October I 0, 2012, Hon. Judge Sherra VVinesett entered an order in the State 

Court Action allow'ing TB W's Complaint to be amended in order to join the FDIC-Ras a 

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(b)(4) 

(b)(4) 

plaintifT i.n the State Court Action. 

On October 30, 2012, TBW and FDIC-R filed a First Amended Complaint for 

money damages against the Settling Defendants, among others. 

On October 31, 2012, the FDJC-R removed the State Court Action to the U.S. 

District Court for the Middle District of Florida (Fort Myers Division) in an action styled 

Taylor Bean & Whitaker lvfortgage Corp. and Federal Deposit insurance Corporation as 

Receiver }hr Colonial Bank v. Lennar Corp., et al., Case No. 2:12-cv-595-FtM-JSU/\M 

(the "'Action"). 

On August I 4, 20 l 3, lion. ~agistrate Judge Douglas N. Frazier granted an order 

allowing the TBW Trustee to substitute into the Action in place ofTBW. 

The S1,;ttling Defendants have 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. 

:--.!OW, 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 follov.:s: 

SECTION I: Payment to Plaintiffs 

A. As an essential covenant and condition to this Agreement, on or before forty 

five (45) c.ikndar days following the date all Parties execute this Agreement and Settling 

Defendants receive a fully-executed copy of the Agreement Settling Defendants agree to 

pay the Plaintiffs the sum of four million dollars (S4,000,000.00) ("the Settlement 

Payment"). 

B. Settling Defendants shall deliver the Settlement Payment to the Plaintiffs by 

direct wire transfer into the Mortgage Recovery Law Group's Trust Account. The wire 

instructions for the Mortgage Recovery Law Group"s Trust Account arc: 

Account Numbcr:jL------' 

Routing Number:!~ ___ _, 

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(b)(4) 

(b)(4) 

Acc.ount ~ame: 

~---------------~ 

Bank Info: '------------------_J 

Ylortgage Recovery Law Group shall hold in escrow, and not disburse any portion 

of, the Settlement Payment until Plaintiffs file a stipulation of dismissal with prejudice as 

to the Settling Defendants. 

In the event that the Settlement Payment is not delivered to the FDIC-R (or their 

counsel) within forty-five (45) calendar days following the date all Parties have executed 

this AgreP.ment and Settling De fondants receive a fully-executed copy of the Agreement, 

interest shall accrue on all unpaid amounts at a rate calculated in accordance ',vith 26 

C .S.C. § 6621 (a)(2) from forty-five ( 45) calendar days following the date all Parries 

execute this Agreement and Settling Defendants receive a folly-executed copy of the 

Agreement, until the date of payment. 

C. Tr Plaintiffs do not receive the Settlement Payment in full on or before the 

date dctennined by subsection A above, then the FDIC-R, in ils sole discretion, shall have 

lhi.: righl 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 date determined by subsection A above, through the <late 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 Defendants 

agree to jurisdiction in United States !Ji strict Court for the ~·1iddle District of Florida and to 

pay all of the Plaintiffs' reasonable attorney's fees and costs expended in enforcing the 

terms of this Agreement; or 

3. Terminate the Agreement, move to vacate any dismissal order, to 

which the Settling Defendants agree to consent and re-Institute an action on the Plaintiffs' 

daims. The Settling Defendants further agree to waive any defense based on any statute of 

limitations that would bar any of the Plaintiffs' claims and \Vaive and covenant and agree 

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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 

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 or a po11ion of the Settlement Payment shall not prejudice the Plaintiffs 

rights to take any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to 

receipt of Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

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

all of the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the 

Plaintiffs shall file a stipulation of dismissal with prejudice as to the Settling Dcf'cndants. 

SECTIOI\ Ill: Releases 

A. The FDIC-R's Releases. 

Lpon receipt of the Settlement Payment in foll and except as provided in Section 

111.E., the FDJC-R, for itself and its successors and assigns, hereby releases and discharges 

the Settling Defendants, and their respective employees, officers, directors, affiliates, 

subsidiaries, heirs, executors, trustees. administrators, representatives, successors. and 

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

adion, 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. 

13. The TRW Truswc's Rdcascs. 

Lpon receipt of the Scttkment Payment in full, the TBW Trustee. for itsdf and its 

successors and assigns, hcreby releases and discharges the Settling Defendants, and their 

respective employees, officers, directors. affiliates, subsidiaries, heirs. executors, trustees, 

administrators, representatives, successors, and assigns, from any and all claims, demands, 

obligatio11s. damages, actions, and causcs of action, direct or indirect, in law or in equity, 

belonging to the TBW Trustee, that arise from or relate to the causes of action alleged in 

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lhl! Action. 

C. The TBW Rckascs. 

Upon receipt of the Settlement Payment in full, the TBW Trustee, on behalf of 

TBW and its current and fonner officers, directors. affiliates, subsidiaries, successors, and 

assigns, hereby releases and discharges the Settling Defendants, and their respective 

employees, officers, directors, affiliates. subsidiaries, heirs, executors, trustees, 

administrators, representatives, 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 THW, if any, that arise from or relate to the causes of action alleged in the 

Action. 

D. The Settling Dcfond,u:its' Releases of Plaintiffs. 

Effective simultaneously with the release granted in Sections III.A., Ill.IL and 

111.C. above, the Settling Defendants, on behalf of themselves and their respective 

successors, and assigns, hereby release and discharge: a) the FDIC-Rand the TBW Plan 

Trust, and their employees. officers, directors, representatives, successor~ and assigns; b) 

the TBW Plan Trustee and TBW Plan Trust Advisory Committee members; and c) TBW 

and its current and former officers, directors, affiliates. and subsidiaries, from any and all 

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

law or in equity, that arise from or relate to the causes of action alleged in the Action. 

E. Exceptions from Releases 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 extent as if this 

Agreement had not been executed, any claims or causes of action: 

a. Against the Settling Defendants 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 such claims acquired by 

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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 1n this Agreement. 

2. 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 focdcral 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 relier it is authori/ed to seek pursuant to its supervisory or regulatory authority 

against any person. 

3. \:otwithstanding any other provision of this Agreement, this 

Agreement does not purport to \.vaive, or intend to ,vaive, 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 Cnitcd 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. 

F. The Settling Defendants' Releases of the Appraiser Parties. 

Effective simultaneously with a mutual release granted by Anthony Giu:i Real 

Estate Appraisal, Inc. and David Sawyer (the "Appraiscr Parties") to the Settling 

Defendants and their respective employees, officers, directors, affiliates, subsidiaries, 

heirs, executors, trustecs, administrators, representatives, successors, and assigns, from 

any .tnd all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, belonging to the Appraiser Parties, if any, that arise from or 

relate to the causes of action alleged in the Action, the Settling Defendants hereby release 

the Appraiser Parties and their respective employees, officers, directors, affiliates, 

mbsidiarics, heirs, executors, trustees, administrators, representatives, 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, belonging to the Settling Defendants, if any, 

that arise from or relate to the causes of action alleged in the Action. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned pcrsons represent and 

warrant that they arc 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. 

ll. Advice qf_(:ounscl. 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. 

C. Ownership of Claims. Other than any assignment of claims as between and 

among TBW, Bank, TBW Trustee, and the FDIC-R, the Parties warrant and represent that 

they have not assigned, pledged, or othern:isc transferred any rights, claims or causes of 

ar.:tion that arc being released, or that the Parties arc purporting to release, pursuant to this 

Agreement. 

SECCTION V: Reasonable Cooperation 

The Parties agree to r.:oopcrate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and altorneys 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. 

SECTIOl'i VI: Other Matters 

A. ;-,Jo Admission of Liability. The undersigned Parties each ackno\vledge and 

agrr.:c that the matters set forth in this Agreement constitute the settlement and compromise 

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of disputed claims and defenses, 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 of the Parties and alt 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 r.;omplete 

original, binding the Parties subscribed thereto upon the execution by all Parties to this 

Agreement. 

C. Choit:c q_f_Law. '!'his Agreement shall be interpreted, construed and 

enforced according to applicable federal law, or in its absence, the laws of the State of 

Florida. 

D. Pre-Suit \1ediation. Disputes arising under this Agreement must first be 

mediated by Bruce Greer, 5900 SW 97th Street, Suite 1000, Yliami, FL 33156-2062, or 

another mediator mutual\)' agreed-to by the Parties (the '·Mediator"), who will encourage 

and attempt to facilitate a rt.!solution of any such dispute. The Parties agree that the 

mediation shall occur within thirty (30) days of the date mediation is requested by one or 

both of the Parties. If the Parties arc unwilling or unable to agree on the selection or a 

Mediator, the Parties agree that the American Arbitration Association shall appoint a 

Mediator, which appointment shal! be binding on the Parties. The Parties agree to abide by 

the Mediator's Agreement, pay the \1ediator's fees promptly, and share them on an equal 

basis. Litigation may not be commenced until after mediation has been (i) declared an 

impasse by the Mediator or (ii) terminated in writing by one or both of the Parties. 

I'. Notices. Any notices required hereund.:r shall be sent by registered mail, 

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

lfto the FDIC-R: Michael Dclbick; .Vlortgage Recovery Law Group, LLP; 700 

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(b)(6) 

(b)(6) 

(b)(6) 

(b)(6) 

North Brand Boulevard, Suite 830, Glendale, CA 91203; (818) 630-7900; Email: 

Ifto the TBW Trustee: James Gassenheimcr; Berger Singerman, P.A.; 1450 

nrickcll Ave .• Suite 1900, Miami, FL 33131; (305) 714-4383; Email; 

Ifto Lennar, U.S. IIome, and/or \Jorth American: llilarie Bass; Greenberg Traurig, 

P.A.; 333 Avenue of the AmcriC' s, Miami, Florida 3313 I; (305) 579-0500; Email: 

If to Andrew Sorcns n: ' avid Wallace; \Vil Iiams Parker I larrison Dietz & Gctzen; 

200 S. Orange Ave., Sarasota, FL 34230; (941) 329-6618; Email; 

lfto Matthew Devereaux: Theodore L. Tripp, Jr.; I Ian Loeser & Parks, LLP; 2400 

first Street, Suite 300, Fort .\1yers. Florida 33901; (239) 337-6705; !:mail: 

Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the 

matters set forth herein and supcr~edes 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 then:by. or by their respective authorized 

attorney(s), or other representative(s). 

G. Titles and Captions. Al[ section titles and captions contained in this 

Agreement are for convenience only and shall not affoct the interpretation of this 

Agreement. 

H. 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. 

I. Bankruptcy Court Approval. This Agreement shall be subject to court 

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approval in the matter of In re Taylnr, Bean & 1Yhitaker .Jfortgagc Corp., L'nited States 

Bankruptcy Court, .\1iddle District of Florida. Case No.: 3:09-bk-0704 7-J AF. 

l'-J \\/JTNESS ~.,HERrDF, the Parties hereto have caused this Agreement to be 

executed by each ol'them or their duly authoriLcd representatives on the dates hereinaller 

subscribed. 

Federal Deposit Insurance Corporation as 

Receiver of Colonial Bank 

By: 

Its: 

Neil F. Luria, Plan Trustee of the Taylor, Bean 

& Whitaker Plan Trust 

By: 

I ts: ------

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Lennar Corporation 

North A1 any 

\.1atthe\\ Devereaux 

Dy: --------

Andre\\' Sorenson 

I3y: 

(b )(6) 

(b)(6) 

(b)(6) 
approval in 1he mat1cr of In rt' Taylor, Bean & Whitaker Mortgage Corp., linited Stales 

B11nkruptcy Cou11, Middle Dist1ict of Florida, Case No.: 3:09-bk-07047-JAF 

IN WITNESS WHEREOF, the Pai1ies hereto have caused this Agreement to be 

executed by each of them or their duly authorized represcmat1ves on the dates hcrcinnfter 

subscribed. 

Federnl Deposit lnsurm1ce Corporation as 

Receiver of Colonial Bank 

By: ---------- -

Its:~--------------

Lennar Corporation 

B, 

Its: 

;,,.;e]J F. Luria, Pfan TrustL:1; of the Taylor, Bean U.S. Home Corporntion 

& Whitaker Plan Tnist 

Ry· ___ _ By: 

Jts: Its: 

Korth Americ,m Title Comptmy 

By: ____ _ 

Its: 

Matthew Devereaux 

By- --

Andrew Sorenson 

By: 

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(b)(6) 
approval in the matter of In re Taylor, Bean & T-Vhiraker Mortgage Corp., United States 

Bankruptcy Court, Middle District of Florida. Case No.: 3:09-bk-07047-.JAF. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement lo be 

executed by each of them or their duly authorized representatives on the dates hereinafter 

subscribed. 

Federal Deposit Insurance Corporation as 

Receiver of Colonial Bank 

By: -----

lts: ___ _ 

I.cnnar Corporation 

Ily: 

Its: --------- -

Neil F. Luria, Plan Trustee of'thc Taylor, Bean U.S. llome Corporation 

& Whitaker Plan Trust 

Tly:_ 

Its: 

- l O -

Ily:_ 

Tts: 

"Korth American Title Company 

Hy: -- --

lls: 

Matthew Devereaux 

By: ------~--

Andrew Sorens.t'!D 

Byl I 

(b)(6) 

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

approval in the matter offn re Taylor, Bean & fYhitaker Mortgage Cm1, .• United States 

Bankruptcy Court, Middle District of Florida, Case No.: 3:09-bk-07047-JAr. 

IN \VIT"NESS WJ-IEREOF, the Parties hereto have caused Lhis Agreement to be 

executed by each of them or their dl1ly authorized represt:ntatives on the dates hereinafter 

subscribed. 

Federal Deposit Insurance Corporation as 

Receiver of Colonial Bank 

By: 

Its: --- ---- --------. ----

Neil F. Luria. Pl:m Trustee of the Taylor, 13ean 

& Whitaker Plan Trust 

a,l I 

> I / lls:_,L __ Ll--- <:_.~/a __ _ 

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Lennar Corporation 

13y: 

It,;;: 

LJ.S. Ho1m: Corrnration 

By: __ _ 

I ts: 

North American Title Company 

By 

Its: 

Manhew Devereaux 

Andre\\ Sorenson 

By 
(b)(6) 

approval in the matter of In re Taylor, Bean & Whitaker Afortgage Corp., Lnited States 

Bankruptcy Court, Middle District of Florida, Case 1\o.: 3:09-bk-07047-JAF. 

lN 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. 

federal Deposit Insurance Corporation as 

Receiver of Colonial Bank 

Bylts: ___ _c, '="'"''-"'-''--------

I .ennar Corporation 

By: ___ _ 

Its: 

Neil F. Luria, Plan Trustee of the Taylor, Bean U.S. Home Corporation 

& Whitaker Plan Trust 

fly:_____ ___ By:_ .. 

Its:__ _ ______ Its: _____________ _ 

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North American ritle Company 

By:_._ 

Its: -------------

Matthew Devereaux 

By: __ _ 

Andrew Sorenson 

Ily: