SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersie,111ed parties: 

Tile Plaintiff Federal Deposit Insurance Corporation as Receiver for AmTrust Bank 

("fDlC'-R") rn1d Chicago Title Insurance Company, as Stn.:cessor-in-lntere5t to Ticor Title 

Insurance Company (the ·'Settling Defendant") (individually. the FD!C-R and the: Settling 

Defendant may be referred lo herein ,is "Party" and collectively as the "Parties"). 

RECITALS 

W!{EREAS: 

Prior to December 4. 2009, AmTrust Bank ("'Bank'") w,:is a depository institution 

organized and existing under the laws of the United Srntes; 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 

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

11ccordance with 12 lJ.S.C. ~ 1821 (d), the fDJC-R succeeded to all rights, titles, powers rind 

privileges of the Bank, including those 1dth respect to ib assets. 

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

cnuscs of action that are the subject of this Agreement. 

On December 3. 2015. the fDIC-R filed a complaint for money damages against the 

Settling Defondant ("Complaint"). This daim for damages is now pending in the United States 

District Court for the Distrid ofivlin11esoh1 in Federal Deposit lm11rc111tc Co11mratim1 a.1· 

ReccivcrfiJr A111Tr11st Bank v. Chicago Title !11.rnm11cc Company as S11cce.1·sor-in-l11tere.1·t to 

Ticor Title fnsurawe Co111pa11y, Case No. !5-cv-04287-JRT-TNL (''Action"). In the Action, the 

FDJC-R has asserted claims under closing protection letters against Settling Defendant arising 

out of the live (5) mortgage loans itemized on Appendix.'\, attached hereto (''Claims"). FD!C-R 

is the sole owner oi'(h,: Claims and warrants lo be the only entity with standing to file the Claims 

under the closing protection letters. The Settling Defendant has denied liability in the Action. 
The undi:rsigncd Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expc11se of rurthcr litigation. 

NO\\/, THEREFORE, in consideration of the promises, undertakings. payments, and 

releases stated herein, the sullicicncy nfwhich 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, within (30) calendar 

days following the date the PD!C-R executes this Agreement and the Settling Dcfondrmfs 

receipt ofa properly filled out W-9, the Setlling Dcfendont agrees to pay the FDIC-R the sum of 

six hundred thousand dollars ($600,000) ("the Settlement Payment"). 

B. The Settling Defenda111 slrnll deliver the Setllement Payment to the FDIC-R by 

wire trn11sfe1·. check. or checks to the FD1C-R, made payable to ivlo11gage Recovery Law 

Group, LLP, 

C. If the FD!C-R does not receive the Settkment 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 a!l ,1ccn1ed interest) 

to: 

! . Extend the period of time for the Settlement Payment. including interest 

accruing from the dates determined by subsection A abm·e, through the date of payment at a rate 

calculated in accordance with 26 lJ.S.C. ~ 6G21(a)(2): or 

2. Enl'orcc this Agreement. in 1,hkh event the Seu ling Dt:fondant agrees to 

jurisdiction in United Stutes Distrkt Cou11 for the District ofil·1ilrnesota and to pay all of the 

FDIC-R's rcnsonablc attorney's fees and costs e:-.:pended in enforcing the terms of this 

Agreement; or 

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

which the Settling Defendant ngrees to consent and re-institute an aetinn on the FDfC-R's 

claims. The Sellling De fondant further agrees to waive any defense based on any statute of 

[488810,1) ' 
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, dcfonscs, claims or 

counterdnims thal did not exist or were otherwise unavailable as of the date this 1\greement was 

fully executed; and/or 

4. Seek any other relief .1\'ailable to it in law or equity. 

Any e;,..tension of time under Section f.C. l for deli\'ery of the Senlement Pnyment or 

acceptnnce ofa portion of the Settlement Payment sha!l not prejudice the FDIC-R's rights to take 

:my of the .it:tions set forth in Section 1.C.2 through I.CA i1t rn1y time prior to receipt of 

Settlement Payment (including al! accrued interest) in full. 

SECTION II: Stipulation nnd Dismissal 

Within ten business days after the latter of (1) full e,'\ecution of this Agreement by all of 

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

slmll tile a stipulation of disn1issnl with prejudice. executed by the attorneys for all Parties hereto. 

SECTION III: Relcnses 

i\. The FDJC-R"s Releases. 

Upon receipt ofthe Settlement Pa~·ment in full ;ind except as provided in Section 111.C., 

!he fDlC-R. for itselfand its successors and assigns. hereby releases and dischal"ge,;; the Settling 

Defendant and its heirs, executors. trustees. administrator~. represent.itivcs, successors, and 

,1ssigns. from any rn1d ull claims, demands, obligations, damages, actions, nnd causes of action, 

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

B. The Settling Defendnnt's Re!e<:1ses. 

Effective si111u!taneousl!1 with the release granted in Section lll.A. above, the Settling 

Defend.in!, 011 bdwll'ofitselfand its heirs, executors, trustees. administrntors, representatives, 

attorneys, succcSSl)fS. nnd nssigns. hereby releases nnd dischmgcs the FDIC-R, and its 

employees, officers, diredors, rcprescntmives, attorneys. successors ,md assigns, from nny and 

all claims, demnnds, obligations, damages, actions. and causes of action, direct or indirect, in lnw 

or in equity, that arise from the Claims. 

l"f8,',:8!0/1] 3 
C. 	 Exceptions from Releases by fD1C-R. 

l, Notwithstanding any other provision of this Agreement, the FD1C-R does 

nut release. nnd expressly preserves fully and to the same extent as ifthis 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, incurred zis the maker. endorser or gumantor of,my promissory note or 

indebtedness payzib!e or owed by them to FDIC-R. the Bank. other financial institutions, or any 

other person or entity, includin!,! without limitation any such t:lairns acquired by rotC-R as 

sLiccessor in interest to the Bank or ::my person or entity other than Bank; and 

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

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, rc!ensing. or compromising the 

jurisdiction ;md authority of the Federal 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 nny other relief it is 

nuthorized lo seek pnrsuant to its supervisor~ or regulatmy authority against any person. 

3. Notwithstanding any other provision of this As•reement, this Agreement 

docs not purport to waive, or intc-nd to waive, any claims that could be brought by the United 

States through the Department of Justice. the United States Att0rncy's Office for any federal 

judicial district, or <lll)' other department or agency of the United States as defined by 1&U.S.C. 

§ 6. 111 addition, the rD!C-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevnnt provisions of the ivlandatory Victims Restinition Act. 18 U.S.C. §§ 3322 

and 3663 f!.., seq .. irappropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatol'ics. All oftl1e undersigned persons represent and warrant that 

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

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and that they have the fl.ill power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement slwll be binding upon rn1d inure to the benefit of the 

undersigned Pnrties nnd their respective heirs, executors, trtbtces, administrntors, representntives, 

successors :md assigns, 

B, Advice of Counsel. Each Paiiy hereby ad;nowleciges that he, she, or it has 

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

!his Agreernenr has been explained to that Pmiy by his or her counsel. 

SECTION V: Reasonable Cooperation 

The Parties ugree to cooperate in good faith to ertet'.tuute all the terms and conditions of 

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

reasonnbly necessary 10 effod1mte the signing. delivery. e~ecution. filing. recording, and entry, 

ufall) documents necessary to conclude the 1\ction and to ()therwise perform !he \errns of this 

Agreement 

SECTION VI: Other Matters 

A. No Admission of Liabilitv. The tmdersigncd Parties each acknowledge and agree 

thnt the matters set frn1h in this Agreement constitute the settlement and compromise of disputed 

c!airns and defenses. that this Agreement is not an admission or evidence of liability or inllnnity 

by any nrthem regarding any claim or defense. and that the Agreement shall not be oftered or 

received in evidence by or against ;my Party except to enforce its terms. 

1:3. C:-.:L:cllrion in CQun!.£.rparts, This Agreement may he executed in counterparts by 

one or more of the Pa1ties mid all such counterparts \\'hen so (;Xecuted shall together constitute 

the llrrnl AgreernenL as ifone document had been signed by all Parties: and each such 

cou11terpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the excc111ion by al I Parties to this Agreement 

C. Choice of Law. This Agreement shall be interpreted, construed and enforced 

nccording to applicable federal law, or in its absence, th<; laws of the Stale of Minnesota, 

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

dass, return receipt requested. and by email. to the folkl\ving: 

!f lo the PDlC-R: Paul Levin; ivlortgagc Recovery Law Group, 700 N. Brand Blvd .. 

(b)(6)

Stiitc 830, Glendnlc. C/\ 91203; Telephone: (818) 630-7{)00: Email: LI________a 

lflo the Settling Dctendant: Jenny Higginbothnm Bnrrett, Fidelity National Title Group. 

601 River.~ide Avenue, Building Five. Fourth Floor. Jnck:,onvillc, r!oridu 32204: Telephone: 

(b)(6) 

(904.) 854-8967; Emaitf~-----,---,-~ 

E. Entire /\!'!reement and Amendments. This Agreement constitutes the entire 

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

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

not be amended or modi tied. nor inay o.ny of its provisions be waived, except in writing signed 

by the l'anies bound thereby, or by their respective authorized attorney(s), or otl1er 

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. 

Ci. No Confidcntialitv. The undersigned Parties acknow!cdge that this Agreement 

shall not he confldcntial and will he disclo<;ed pursuant tn the Federal Oeposit lnsmancc 

Corporntion's npplicnble policies. procedures. and other legal requirements. 

[Continued on Page 7] 

[-+888!0/lj 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. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER F.~~ . ' .•~m ~•~>TT 

(b)(6) 

Date: BY: 

TITLE: Lo~NJe (.... 

CHICAGO TITLE INSURANCE COMPANY 

Date: BY: 

TITLE: 

PRJNTNAME: __________ 

[488810/1] 7 
IN WITNESS WHEREOF. the Parties hereto have cattsed this Agreement to be executed by 

each of them or their duly authorized representatives 011 the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

Dnlc: ______ 	 BY: 

TITLE: 

PR!NT Nr\ME: __________ 

CHICAGO TITLE INSURANCE COMPANY 

(b)(6) 

i , ,,..) 

Dmc:-_·_\.,_.·_·~,-'---/ BY: 

TITLE ~,f~'\,lJ-( _ _£.. t 

PRINT NAJ'v!E: :_}f7r<o_y__ 

'-..) 


14088lllil] 	 7 
APPENDIX A 

(b)(4) (b)(6) I. $417,000 first mortgage . Imm to burn)\\erl -fseemed bi' the prupcrly.local.ed at 

(b)(4) (b)(6) I 

2. (b)(4) (b)(6) $159,000 second mortgage loan to borrower! . ~ecurcd by. the property_ \ocntcd at 

(b)(4) (b)(6) 

]. $396,000 first mortgage loan to borrower I ~ecured by tl1e property located at (b)(4) (b)(6) 

(b)(4) (b)(6) 

r 

(b)(4) (b)(6) 

4. $257.625 first mortgage loan to borrowers! secured by the property 

(b)(4) (b)(6) located nt 

I (b)(4) (b)(6) 5. $3-IJSO second mor!gagc Joan to borrowers I secured by the property 

(b)(4) (b)(6) 

located nl 

1~sss 1•111 J