SETTLEMENT AND RELEASE AGREEMENT 

'Jhi'> Settlement and Release Agreement ("Agreement'') i,;; made by, between, and among 

the following LD1dersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for AmTrusl Hank 

("FOIC-R''); and Atlantic Ray Mortgage Group, LLC (the "Settling Defendant") (individually. 

the FDIC-Rand the Settling Defendant may be referred to herein as "Party" and collectively as 

the ''Parties"). 

RECITAL5 

WllEREAS: 

Prior to December 4, 2009, AmTrust Bank ("Bank") was a depository institution 

organized and existing under the laws of the United States; 

On December 4, 2009, the Office of'Jllrift: Supervision dosed the Bank and pursuant to 

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

accordance with 12 U.S.C. 9 1821(d), the FDJC-Rsuccecded 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 of this 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 Northern District of Ohio in Federal Deposit lnsurance C011Joration as 

R2ceh-wfor Am Trust Bank v. Athmtic Boy Mortgage Group, LLC Case No. I :15:cv-02479-JG 

("Action"). 'n1e Settling Defendant has <lcnicd liability in the Action. 

1he lUldersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

NOW, Tl-IEREFORL, in consideration of the promises, unde11akings, payments, and 

releases stated herein, the sutliciency of which consideration i.~ herehy acknowledged, the 

undersigned Partie~ agree, each with lhe other, as follows: 
SECTiON I: Payment to FDIC-R 

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

6, 2016 the Settling Defendant agrees to pay the Fl)[C-R the stun of two hundred thousand 

dollars ($200,000.00) dollars (''the Settlement Payment"). 

B. 'Jhe Settling Defendant shall deliver the Settkmcnt Payment to the FDJC-R by 

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

Defendant or by certified or cashier's check drawn upon a depository institution acceptable to 

FDIC-R. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

dates determined by subsection A above, 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 iuerest) 

to: 

1. Extend the period of time for the Settlement PaJment, including interest 

accrumg from the dates determined by subsection A above, through the date of payment ata rate 

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

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

jurisdiction in United States District Court fur the Northern District of Ohio and to pay all of the 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the tem1S of this 

Agreement; or 

3. TemUnate the Agreement and move to vacate any dismissal order, to 

which lhe Settling Defendant agrees to consent and re-inst~ute an action on the FDIC-R's 

cl-dim,;;. The Settling Defendant llliiher agrees to waive any defense based on any ::.tatute of 

lin1itations that would bar any of the FDIC-R's claims and waive aU objections, defenses, claims 

or counterclaims, and covenant and agree not t.o assert any objections, defenses, claim~ or 

counterclaims that did not exist or were otben1vise wiavailable as of the date this Agreement was 

fully executed; and/or 

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

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Any extension oftime under Section J.C.! for delive1y of the Settlement Pa)ment or 

acceptance of a portion of the Settlement Payincnt ~hall not prejudice the FDl(>R 's rights to take 

any of the action.'> set forth in Section I.C.2 through I.C.4 at any thre prior to receipt of 

Settlement Payincnt (including all accrued interest) in full. 

SECTION Il: Stipulation and Dismissal 

Within ten business days a1ter the latter of(]) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties hereto. 

SRCTION HI: Releases 

A The FDIC-R's Releases. 

Upon receipt nfthe Settlement Payment h1 full and except as provided in Section lll.C., 

the FDJC-R., fur itself and its successors and assigns, hereby relea5es and discharges the Settling 

Defendant and its heirs, executors, trustees, administrators, representatives, successors, and 

assigns, from any and all claim'l, demands, obligations, damages, actions, and causes of action, 

direct or indirect., in law or in equity, hckmging lo the FDJC-R, that ari.'lc from nr relate to the 

causes uf action alleged in the Action. 

B. 'Inc Settling Defendant's Releases. 

EftOCtive simultaneously with the release granted in Section HI.A. above, the Settling 

Defendant, on behaff of itself and its heirs, executors, trustees, admini.'ltrators, representatives, 

attomcys, successors, and assigns, hereby releases and discbarges the FDIC-R. and its 

employees, ollicers, directors, representatives, succe.':isors and assigns, from any and atl dairns. 

demands, obligations, damages, action~, and cau'les of action, direct or indirect, in law or in 

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

C. Exceptions from Releases hy FDIC-R. 

1. Nolwilhstandi11g any other provision ufthis Agreement. the FIJIC-R does 

not release, and cxpn:ssly preserves fully and to the same extent as if this Agrccincnt had not 

been executed, any clahrn or causes of action: 

[478475; 1] J 
::i. Against the Settling Defendant or any other person or entity fur 

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 claim'. acquired hy FDIC-Ras 

successor in int.ercsl to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FD1C-R 

in this Agreement. 

2. Nonvithstanding 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 Federal Deposit Insurance Corporation in the exercise of its 

supervisory orregulatory authority or to diminish .its ability to institlll.e administrative 

enforcement or other proceedings seeking remova~ prohibit.ion, or any other relief .it i" 

authoriz.cd to seek pmsuant to its supervisory or regulatory authority against any person. 

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

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

States through the Department of Justice, the United States Attomey's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 lJ.S.C. § 

6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution 

pw'Suant to the relevant provisions of the Mandatory Victim.~ Restitution Act 18 U.S.C. §§ 3322 

and 3663 et. St:!Q., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A Authorized Signatories. All of the undersigned persons represen: and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf oflhc respective Party, 

and that they have the full power and authority to bind such Pa11y 10 each and every provision of 

d1is Agreement. 'Ibis Agreement shall be binding upon and inw'C to the benefit of the 

undersigned Pmties aml their respective heirs, executors, trustees, administrntors, representatives, 

successors and assigns. 

j4 7~4 7S/ 1 J 4 
R. Advice of Cow1sel. .E.ach Paity hereby acknowledges that he, she, or it has 

con<;ulted with and obtained the advice of counsel prior to executing thi<; Agreement, and that 

this Agreement has been explained to that Party by his or her cotmsel. 

SECTION V: Reasonable Cooper.ttion 

'Jhc Parties agree to cooperate in good faith to dlectuate all the tenns and conditions of 

thfa Agreement, including doing, or causing their agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing. delivery, exe1.:ution, filing, recording, and entl)', 

of any documents necessary to conclude the Action and to othenvise perfom, the teml5 of this 

Agreement. 

SEC110N VI: Other Matters 

A. No Admis5ion ofLiabiiitv. The tmdcrsigned Parties each acknowledge and agree 

that the matters set forth 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 infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not he oft"ered or 

received in evidence by or against any Party except lo enfurce its term<;. 

I3. Execution in~ Counlema1ts. This Agreement may be executed in col.lllterpruis by 

one or more of the Parties and all such counteivarts when so executed shall together corntitute 

the final Agreement, as if one docwnent had been signed by all Parties; and each such 

counterpart, upon executkm and delivery, shall be deemed a complete originaL binding the 

Parties subscribed thereto upon !he cxccmion by all Patties to this Agreement. 

C. Choice of Law. 'Ibis Agreement shall be interpreted, construed and enfo1wd 

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

D. Notices. Any mtices required herew1der shall be sent by registered m::iil, first 

class, retwn receipt requesicd, and by email, to the following: 

lfto the FDIC-R: Paul l.cvin; M011gage Recovety I.aw Gcoup, 700 N. Brand Blvd., 

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

~-------~ 

l47/l4751ll j 

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If to the Settling Defendant: John J ,ynch, Trouunan Sanders, 222 Central Park Ave., 

Suite 2000, Virginia Beach, VA 23462; Telephone (757) 687- 7765; Ernail: 

E. Entire Agreement and Amendments. This Agreement constitutes !he entire 

agreeinent and understanding between and among the tmdersigncd Pat1ies concerning the matters 

set forth herein and supersedes any prhr agreements or w1derstandings. 'Jhis Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

hy the Parties hound therehy, or by their respective authorized attorne.y(s), or other 

rcpresentative{s ). 

F. Titles and Capfons. A!J section titles and captions contained in this Agreement 

arc for convenience only and shall not affuct the interpreration of this Agreement 

G. No Confidentiality. TI1e undersigned Patties acknowledge that this Agrecn~nl 

shall not he confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirement~. 

f Continued on Page 7] 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed hy 

each of them or their duly authorized representatives on the dates hercinalter subscribt:d. 

Date: $,;pt.;J.."j 2_0/(, 

I ' 

Date: 

I I 

Io/ 7 / /lo 

I t 

[47M75/lJ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

BY: 

TlTI..E: f 1::>I (. Cov, o<" I 

PRINT NAME:~£\£ ,J __ G1_c_ats t?T 

ATLANTIC BAY MORTGAGE GROUP, LLC. 

HY: 

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