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SETTLEIYiENT 4NU RELEASE AGRE~NIENT

This Settlement and 12elease Agreement {"Agreement"~ is made by, between, and among

the fallowing undersigned parties:

The PlaintiffFederal Deposit Insurance Corporation as Receiver far AmTntstBank

("FDZC-R"}; and Alliance Financial Resources, LLC (the "Settling Defenda~it") (individually,

the FDIC~R aiid fhe Settling Defendant may be referred to herein as `'Party" and collectively as

the "Parties").

RECYTALS

WHEREAS:

Prior #o December 4, 2009, AmTrust Bank {`Bank"} was a depository institutit~n

organized and existing under the laws of the United States;

4n December A~, 2009, the Office of Thrift Supervision closed the Bank and pursuant to

12 U.S.C. § 1821{c}, the Federal T1~posit Insurance Corpoxativn was appointed Receiver. In

accordance with 12 U.~,C. § 1821{d), the k`DIC-R succeeded to all rights, titles, powers and

privileges of the $ank, including those with respect fo its assets.

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

ceases of action that are the subject of this Agreement.

On or about March 2, 2007, the $ank and Settling Defendant entered into a Master

Coxrespandent T~aan Purchase Agreement setting forth the terms and conditions pursuant to

which the Bank would purchase certain residential mortgage loans originated andlor submitted

by Settling Defendant ("MCLPA").

4n December 2, 2015, the FDIC-R fried a complaint for money. damages against the

Sealing Defendant (`'Complaint"}. This claim for damages is iiow pending in the United States

Districf Court for the Northern District of Qhio in Federal 1.?~posit Insurance Corpot-ation as

Receiver for Am?~-~irst Bank v..~Iliance Financial Resources, LLB`, Case No. 1:1 S-cv-024$1-GAB

(the "Action"). In the Action, the FDIC-R liar asserted claims against Battling Defendant prising
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c ut of the Iaans identified in the Complaint (the "Claims"). The Settling Defendant has d~rued

liability in the Action.

Tlie undersigned Parties deem it in #heir best interests to enter into this Agreement to

avail the uncertainty and expense v~ further litigation.

N4W, TI-~EREFQI~E, in cansidzra~tion of the promises; undertal~ings, payments, and

releases stated ~.erein, the su~ficielicy of which consideration is hereby acicnowle~ged, the

undersigned Parties agree, each with the other, as follows:

SECTION X: Payment to ~'~fIC-R.

A. A,s an essential covenant and c~nditian to this Agreement, the Settling J7efendant

agrees to pad the ~'I7IC-R the sure of T~~~o-Hundred Twenty Thousand Dollaxs ($220,Od0) ("the

Settlement Payment"), as follows:

1. On or before ?November 1, 2017, Settling Defendant agrees to pay the FDIC-R

the sum of $104,000;

2. 'The remai~ider of the Settlement Payment shall be paid in 12 equal rnonth~y

installrneuts of $10;000 each. Tlie first of these monthly installment payments

shall ~e made on ar Uefare December 1, 2017;

3. Each subsequent X10,000 installment payment shall be made on the first (15i)

business day of each month;

4. The Settlement Payment shall bz paid in fu11 no later than November 1, 2018.

B. The Setfliilg Defendant shall deliver the Settlement Payment, and each installment

thereof, to the FDIC-R by wire ~tarasfer into an account designated by FDIC-R by notice to tie

attorneys for the Sef~Eling Defendant or by certified or cashier's check drawn upon a depository

institution accepta~ile to FDIC-R

rn the event that and installment of the Settlement Payment is not delzvered to the FDICR (or its counsel) by the due date set forth in Section T.~1, above, in-texest shah accr~ie 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 o£payment.
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C. If the FDIC-R does not receive any installment of the Settlement Payment in full

on ar before the date def~ercnined by Section I.A above, then the FDIC-R, in its sale discretion,

shall have the right at any time prior to receipt of the Settlement Payment in full (including alI

accrued interest) ta:

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

accruing from the dates dete~nined by Section I.A above, through the date of payment at a rate

calculated in ~ccardance with Section I.A; or

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

jurisdiction in United States District Court for the Northern District of Shia and to pay all of the

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

Agreement; or

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

which the Settling Defendant agrees to cflnsentand 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 ar~d waives all objections, defenses,

el~ims or counterclaims, and covenants and agrees not to assert and objections, defenses, claims

ox countexclaims that did not exist or 4vere otherwise unavailable as of the date this Agreement

was fully executed; or

below, and/ar

4, Enforce the Stipulation for Entry of Judgment pursuant to Section I.D.,

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

Any extension of time under Section I.C. i far delivery of the Se~#lement Payment or

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

any of the ac#ions set forth iii Section Z.C.2 through I.C.3 at any time prior to receipt of

Settlement Payment {including alI accrued interest) iu full.

D. Within ten (10) business days after the full execution of this Agreement by III of

the Parties, the Parties agree to e:~ecute the Stipulation for Entry of Judgment. If Settling
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Defendant defaults on any payment due under the Settlement Payment, klaintiff may seek to

enforce fihe Stipulation for Entry of Judgment in the United States District Court for tl~e Northern

District of ahia on an ex parte basis, subject to the Federal Mules flf Civil Procedure and the

Local Rules of the United States District Court for the Northern District of Ohio; provided,

however, that prier to seekiYig to enforce the Stzpulativz~ for Entry of Judgment, the FDIC~R. shall

provide Settling Defendant with notice of a default of a payment due under the settlement

Payment and allow Settling Defendant a ten (14) day opparhznity to cure the default. Notice of

default is required solely #o enfozce the Stipulation for Entry of Judgtx~ent and shall nc~t otherwise

impact any of the FDIC-R.'s rights and/or remedies under this Agreement in any way, If any

portions of the Settlement Fayment are received prior to default, the FDIC-R shall file a Notice

of Partial Satisfaction of Judgment concurrently with the Stipul~.tian far entry of ~udgmen~, to

set forth the aznaunt ofthe Settlement Payment already paid. FDIC-R sha11 be entitled to recover

reasonable atkomeys' fees as~d costs incurred in connection with enforcing the StipuIat~on for

Entry of 3udgment.

SECT~UN II: Stipulations and Dismissal

Within ten business days after the later of: {1) full execution of this Agreement and the

Stipulation far entry of Judgment by aII of the Parties, and (2) receipt of the initial $100,000

installment payment towards the Settlement Pa~~nent, the FDIC-R skull file a stipulation of

dismissal with prejudice in the Action, uJhereby the Gaurt shall retain jurisdickion to hear and

determine all matters related to the Action and to enforce this Agreement, executed by the

attorneys for all Parties hereto.

SECTX~N IIY: Releases

A. The FDYC~R's Releases.

Upon receipt of the Settlement Payment in fult and except as provided in Section TII.C,

tie 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
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assigns, from any and all claims, demands, obligatiaz~s, damages, actions, and causes of action,

direct or indirectx in law ar 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 II~.A above, the Settling

T~e~eridant, on behalf of itself and its hems, executors, trustees, administrators, representatives,

attorneys, successors, and assigns, hereb;r releases and discharges the FDIC-R, and its

employees, OfFC8T5, directors, represent~ii~~es, attorneys, successors and assigns, from any and

~.11 clai~us, demands, obligatir~ns, damages, actions, and causes of action, direct or indirect, in law

or in equity, that arise from the Claims.

C. Exceptions from Releases b~UIC-R.

Na#withstanding any other provision ~f this Agreement, the FDIC-R does

not release; and expressly preserves fully az~d to the same extent as if this Agreamen# had not

been executed, any claims or causes of action:

a. Against the Settling Defendant or any other person or entity for

Iiabi3ity, if any, zncurred as the maker, endorser ox guarantor of any promissory note or

indebtedness payable or awed by them tt~ FDIC-R, the Bank,- other fina.nGial institutions, ar an t

other person or entity, including without limitation an~~ such claims acquired by 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

in this Agreement.

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

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

jurisdictitin end authority afthe k'ederal Deposit Insurance Corporation in the exercise of its

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

enforcement ae other proceedings seeking removal, prohibition, or any other relief it is

au#horized to seek pursuant to its supervisory ar regulatory authority against any person.

5
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3. Notwithstandingany ether provision of this Agreement, this Agreement

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

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

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

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

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

and 36b3, et. sec ., if appropriate.

SECTIOI~I IV: Representations and Acknowledgements

A. AutY~orized Si~n~tories. All of the undersigned persons represent and warrant that

they are Parties hereto or are authorized to sign this A~.reement on behalf of the respective Party,

and that they have the dull power and authority to bind such Party to each and every provision of

this Agreement. T}us Agreement shall be binding upo~i and inure to the benefit o~the

undersigned Forties and their respective heirs, execu#ors, trustees, administrators, representatives,

si~ccessars and assigns.

B. Advice of Counsel. each Party hereby ackno«ledges that he, she, or it has

consulted with and obfained the advice of counsel prior to ekecuting this Agreement, and that

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

C. Status of ~'D~G-R investi~atiou. FDIC~R represents that it is no longer

investigating Settling Defendant in regards to any additional claims arising frortt the MCLPA,

liar is it presently aware of any additional claims arising from the MC~,PA. Settling Defendant

acknowledges that this provision does not limit, waive, release, or compromise: (1) the

exceptions to FDIC-R's release set forth in Section II~.0 above, and (2} FDIC-R's right to assert

any additional claims disct~vered after the execution of'this Agreement arising from the IVICLPA

against Settling Defendant. FI7TC-R acknowledges that this provision does not limit, waive,

release, or compromise any deFenses that Settling Defendant may have to any additional claims

FDIC-R may assert after execution of this Agreement.
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SEGT~Oh' V: Reasonable Cooperatia~

The ~'arties agree to cooperate in food faith to effectuate all the terms and conditions of

this Agreement, including doing, or causing their agents a~~d attorneys td do, whatever is

reasonably i7ecessary to e~'~~ctua#e the signing, delivery, execution, filing, recording, and entry,

of any documents necessary to conclude the Action and tc~ otherwise ~er~arm the terms o~this

Agreement.

SECTXaIV `4'X: Other Matters

A. No Admission afLiability. The undersigned Pa~~ties each acks~.owiedge and agree

that the matters set forth in this Agreement constitute the settlement and compronnise a~ 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 ui evidence by or agai~tst any l'ariy except to enforce its terms.

S, execution in Cc~unterpar~s. Tk~is Agreement maybe executed in coup#erparts by

c►ne or mane of the Parties and all such counterparts ~~vhen so zxecuted shall together constitute

the final Agreement, as i#' one document had been signed by alI Parties; and each such

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

Parties subscribed thereto upon file execution by~ alI Parties to this Agreement.

C. Choice of Law. ~'l~is Agreement shall be intzrpreted, construed and enforced

according to appliea~Ie federal law, or in its absence, the laws of the State of Ohio.

D. Notices. A,ny notices required hereunder shall be sent by registered mail; first

class, retiun receipt requested, and by email; to the follo`zring:

Tf to the FDIC-R: Michael T.7elbick, Esq., ~~Qrtgage Recovery Law Group, 700 N. Brand

Blvd., Suite $3D, Glendale, CA 91L03; TeI.: {818) 630-7900; Em~iI: ~____. 

{b)(6)

If to the Settling Defenclant:Brian R. Booker, Go~'don &Rees L~.P, 111 W.1Vlonrae

ro~t6~

street, Suite 160Q, Phoenix, A~ $5003; Tel.: (602 79=~-249 ; Bmai1; ~ ---~~--~- --~~-~-~-~
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E. Entire Agreement_ and Amendrrxents. This Agreement constitutes the entire

agreement and understanding between and aman~ the undersigned Parties concerning the matters

set forth herein and supersedes any prior a~ree~ments or understandings. This Agreement rz~ay

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

by the Parties found thereby, or by their respective authorized attorney(s), o~ 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 Con~dentiality. The undersigned Parties acknowledge that this Agreement

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

Corporation's applicable palzcies, ~roce~.ures, and other Legal req~iirernents.

IN WITNESS ~JH~REd~', the Parties hereto have caused this Agreemezzt to be executed by

each of them ar thezr duly authorized representatives on the dates hereinaftez subscribed.

FEDBR.AL DEPOSIT INSURANCE CORPORATION AS

RECEIVER F ~~~6~

~3ate~ ~ ~C71 BY: ---- _. ___~--- -----~------- --

TITLE: ~ ~ 1_..,e ~ s v i 5 i w\

PITT NAME: ~~nLtiy ' ~

ALLIANCE FTN ,LLB

(b)(6}

Date• ~~/~ /~ BAY: -----:~~ --_ _-- 

__-_-_~-~~...~

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TITLE: - ~L 2Z.;l.c.. ~~C `t -~~

PRINT NAME: ~J~i,N,x 1Cc~+~s ~-r <~{~ ~~~