Page 1 

SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for AmTrust Bank 

("FDIC-Rn); and GLFinancial Services, LLC (the "Settling Defendant") (individually, the FDIC~ 

R and the Settling Defendant may be refe1Ted to herein as "Pa11i' and collectively as the 

"Parties"). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank, formerly known as Ohio Savings Bank 

("Am Trnst" or "Bank"), was a depository institution organized and existing under the laws of the 

United States. 

On or about November 18, 2002, the Bank and Settling Defendant entered into a Master 

Correspondent Loan Purchase Agreement setting'forth the terms and conditions pursuant to 

which the Bank would purchase certain residential mortgage loans originated and/or submitted 

by Settling Defendant ("2002 MCLPA"). On or about May 18t 2009, the Bank and Settling 

Defendant entered into a second Master Correspondent Loan Purchase Agreement setting forth 

the terms and -conditions pursuant to which the Bank would thereafter purchase certain 

residential mortgage loans originated and/or submitted by Settling Defendant ("2009 MCLPA"). 

(The 2002 MCLPA and the 2009 MCLP A al'e collectively referred to herein as the "MCLP N'). 

On December 4, 2009, the Office of Thrift Supei·vision closed the 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. § 1821(d), the FDIC-R succeeded to all rights, titles, powers and 

privileges of the Bank, including those with respect to its assets. 

Among the assots to which the FDIC-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement 

I 

I 

I 

I 

I 

I 

f. 

i 

• 

~ : 

~ 

r 

f 

t 

i 

1 

! 

J 

{ 
Page 2 

The FDIC-R filed a Complaint on December 3, 2015, and filed a First Amended 

Complaint on February 1, 2017, for money dan:iages against the Settling Defendant 

("Complaint"), This claim for damages is now pending in the United States District Couit fol' 

the Southern District of Florida in Federal Deposit Insurance Cmporation as Receiver/or 

AmTtust Bank v. GLFinancial Services, LLC, Case No. 15-cv-62534-DPG (the "Action'>). In the 

Action, the FDIC-R has asserted claims against Settling Defendant arising out of the loans 

identified.in the Complaint (the "Claims"). The Settling Defendant has denied liability in the 

Action. 

The undersigned Parties deem it in theh' best interests to enter into this Agreement to 

avoid the uncertainty and expense offu1iher litigation. 

NOW, 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 follows: 

SECTION I: ·Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the Settling Defendant 

agrees to pay the FDIC-R the sum of Six Hundred Seventy-Five Thousand dollars ($675,000) 

("the Settlement Payment1

'), to be paid within thirty (30) business days after execution of this 

Agreement by.the Pal'ties; 

B. The Settling Defendant shall deliver the Settleme~t Payment to the FDIC-R by 

wire transfer into an account 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 

In the event that the Settlement .Payment is not delivered to the FDIC-R ( or its counsel) 

by the due date set fo1th in Section I.A, above, interest shall accrue on all unpaid amounts at the 

rate of 5% per annum from the date that payment was required by Section I.A until the date of 

payment. 

[492923/lJ 2 
Page 3 

C. If the FDIC~R does not receive the Settlement Payment in foll on or before the 

date determined by Section I.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 interest) to: 

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

accruing from the dates determined by S~ction I.A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662.1(a)(2); or 

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

jmisdiction in United States Disti:ict Comt for the Southern District of Florida and to pay all of 

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

Agreement; or 

3. Terminate 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 

claims. The Settling Defendant further agrees to waive any defense based on any statute of 

limitations that would bar any of the FDIC-R>s claims and waives all objections, defenses> 

claims or counterclaims> and covenants and agrees not to assert any objections> defenses, claims 

or counterclaims that did not exist or were otherwise \lllavailable as of the date this Agreement 

was fully executed; or 

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

Any extension of time under Section I.C.1 for delive1·y of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC~R)s rights to take 

any of the actions set forth in Section I.C.1 through I.C.4 at any time prior to Teceipt of 

Settlement Payment (including all accmed interest) in foll. 

SECTION II: Stipulation and rnsmissfl.l 

Within ten business days after the lattel' of: (1) full execution of this Agreement, and (2) 

receipt of the Settlement Payment, the FDIC-R shall file a stipulation of dismissal with prejudice 

in the Action, whereby the Court shall retain jurisdiction to hear and dete~mine all matters related 

to the Action and to enforce this Agreement, executed by the aitomeys for all Parties hereto. 

(492923/1) 3 

,. 

Fi 

I 

I 

i. 

~ 
Page 4 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in fulr and except as provided in Section III.C, 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

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

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

direct 01· indirect, in law or in equity, belonging to the FDIC-R, that arise from the Claims. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section III.A above, the Settling 

Defendant, on behalf of itself and its heirs, executors, trustees, administrators, representatives, 

attomeys, successors, and assigns, hereby releases and discharges the fDIC-R, and its 

employees, officers, directors, representatives, attomeys, 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 arise from the Claims. 

C. Exceptions .from Releases by FDIC-R. 

1. Notwithstanding any othex 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 Defendant or any other person or entity for 

liability, if any, incmted 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 

othet person or entity, including without limitation any such claims acquired by FDIC-Ras 

successor-in interest to the Bank or any person or entity other than Ban1c; and 

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

in this Agreement. 

2. Notwithstanding any other provision of this Agreemen~ nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

[492923/1] 4 
Page 5 

jurisdiction anc:1 authority of the Federal Deposit Insurance Co1poration in the exercise of its 

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

enforcement or othe1· proceedings seeking r~moval, prohibiti<,m, or any other relief it is 

authorized to seek pursuant 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 claims that could be brought by the United 

States through the Department of Justice, the United States Attornef 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 co mt-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663, et. seq., if appropriate. 

SECTION IV~ Representations and Acknowledgements 

A. Authorized Signatories. All of th.e undersigned persons represent and warrant 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. 

B. Advice of Counsel. Each Party hereby aclmowledges that he, she, or it has 

consulted with and obtained the advice of counsel pri01· to executing this Agreement, and that 

this Agreement has been explained to that Party by his ol' her counsel. 

C. Status ofFDIC-R Investigation. FDIC-R represents that it is no longe1· 

investigating Settling Defendant or any ofits officers, dil'ectors, and employees in l'egards to any 

additional claims arising from the MCLP A, nor is it presently aware of any addittonal claims 

arising from the MCLP A. Settling Defendant acknowledges that this provision does not limit, 

waive, release, or compromise; (1) the exceptions to FDICHR's release set forth in Section III.C 

above, and (2) FDIC-R's right to assert any ad~itional claims discovered after the execution of 

[492923/1] 5 
Page 6 

this Agreement arising from the MCLP A against Settling Defendant or any of its officers, 

directors, and employees. FDIC-R acknowledges that this provision does not lhnit, waive, 

release, or compromise any defenses that Settling Defendant or any of its officers, directors and 

employees may have to any additional claims FDIC-R may assert after execution of this 

Agreement. 

SECTION V: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the terms· and conditions of 

this Agreement, including doi~g, 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 tem1s of this 

Agreement. 

SECTION VI: Other Matters 

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 defenses, that this Agreement is not an admission or evidence of liability or infitmity 

by any of them regarding any claim Ol' 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 counterpa1is by 

one or more of the Parties and all such counte1pa1ts when so executed shall together constitute 

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

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Patties subscribed thereto upon the execution by all Pa1iies to this Agreement. 

C. Choice of Law. This Agreement shall be interp1·eted, construed and enfo1'ced 

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

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email) to the following; 

[492923/1] 6 
Page 7 

If to the FDICwR: Paul Levin, Esq.; Mortgage Recovery Law Group, 700 N. Brand Blvd., 

Suite 830, Glendale, CA 91203; Tel.: (818) 630-7900; Email:! --·--·--·~---··--··---_ _Jbl(5

l __ _ 

If to the Settling Defendant: Heather C. Keith, Esq.; Assistant General Counsel, 

GLFina11cial Services, LLC, 1600 Sawgrass Corporate Parkway, Suite 400, Sumise, Florida 

{bl(5l ______ 33-323; Tel.:_(9_5_4)_7_53_:'.1J3_0;EJ.nai1:_f-----------

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

agreement and understanding between a_nd among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or undcrstanditigs. This Agreement may 

' not be amended or modified, nor may any of its pl'ovisions be waived, except in wl'itiug signed 

by the Patties bound thereby, or by their respective authorjzecl attomey(s), or other 

representative( s ). 

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

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

G. No Confidentiality. The undersigned Patties 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 8] 

[492923/1] 7 
Page 8 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreemeht to be executed by 

each of them or their duly authorized re1Jresentatives on the dates hereinafter subscribed. 

Date: 4 J 13 /'ZJ)l1 

Date: L-{ \, \ ·;~ "\ 1 '+ 

[492923/1] 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVERFrR AMIRUSI:ANK 

·-------·---i--,-~-!~~6~--- BY: __________ __, 

TITLE: Counsel, Legal Division 

PRINT NAME: Samuel B. Lutz 

GLFINANCJIAL SERVICES, LLC i (b)(6) 

~--------·-- ----·-··-H·-------------·------··-

BY: _ _ 

TITLE: 'Assistant General Counsel 

PRlNT NAME: Heather C. Keith 

8 
##### ### ### 

# # # # 

# # # # 

# # # # # 

#### # # # 

# # # # # 

# # # # # 

### # # # 

Job : 1501 

Date: 5/4/2017 

Time: 1:43:34 PM 

# 

#### ### 

# # # 

##### # 

# # # 

# ## # 

### ## ##### 

PROTECT SENSITIVE INFORMATION 

## ## #### ##### ##### 

## # # # # # # # 

# # ###### #### #### 

# # # # # 

# # # # # # # 

### ### ##### ##### ##### 

Hardcopies of sensitive information should be secured until properly disposed. 

This includes institution customer information, examination and enforcement 

data, legal documents, personnel data, assessment data, and resolutions and 

receivership data. 
cno 

cz 

:g )> 

CD -U 3 -, 

CD g :J I, 

' I Q Q) I, 

-ur 

-, 0 

0 CJ) 

0 CJ) 

I, Q) 

0 :J 

I, Q. 

r 

0 

CJ) 

CJ)