STIPULATION OF SETTLEMENT AND ORDER

DAVID N. HURD, District Judge.

WHEREAS, Defendant City of Syracuse, New York ("City") and Plaintiff American Tax Funding, LLC, its directors, members, partners, affiliates, subsidiaries, related entities, and successors in interest (collectively "ATF") are parties to a Purchase and Sale Agreement of Delinquent Tax Liens dated as of August 2, 2006 and a Purchase and Sale Agreement of Specified Delinquent Tax Liens dated as of January 31, 2008 (collectively, "the Agreements"), pursuant to which the City sold to ATF certain municipal tax liens securing delinquent taxes on various parcels of real property located within the City, and which defined the rights, duties, and obligations of the City and ATF with respect to such sold tax liens; and

WHEREAS, ATE commenced the above captioned action by Complaint filed on February 16, 2012, seeking an award of money damages and other legal and/or equitable relief against the City based on claims that certain acts and/or omissions on the part of the City constituted a breach of its contractual obligations and/or tortious conduct under or in connection with the Agreements (collectively, the "Claims"); and

WHEREAS, the City filed an Answer, Affirmative Defenses and Counterclaim to the Complaint on March 15, 2012, generally denying its liability as to any of the claims asserted and denying ATF's entitlement to any of the relief requested and alleging that ATF breached the Agreements; and

WHEREAS, ATF filed an Answer to Counterclaim on March 29, 2012, generally denying its liability as to any of the counterclaims asserted and denying the City's entitlement to any of the relief requested; and

WHEREAS, during the course of litigation, the City abandoned its Counterclaim against ATF; and

WHEREAS, solely in the interests of resolving the pending litigation without further proceedings or cost to either party, and without any admission or concession on behalf of either party as to the merit of any claim or defense raised in the litigation, the City and ATF have agreed to resolve all of the claims asserted in this action, or that could have been asserted in this action, under the mutual terms and conditions set forth herein. IT IS THEREFORE STIPULATED AND AGREED by and between the City and ATF as follows:

Settlement Payment

1. Subject to the payment terms set forth below, the City shall pay to ATF the total sum of Nine Hundred Thousand and 00/100 Dollars ($900,000) ("Settlement Payment"), which ATF shall accept in full satisfaction of any and all claims ATF has or may have against the City, whether known or unknown, asserted or unasserted, arising from or in any way related to the Agreements or any of the tax liens purchased by ATF pursuant thereto.

2. The Settlement Payment shall be paid by the City to ATF within sixty (60) days of the execution of this Agreement.

3. The City shall remit the Settlement Payment, at its election, by either (a) issuing a check in the installment payment amount made payable to "Camardo Law Firm, P.C., as attorneys" and mailed to Camardo Law Firm, P.C., Attn: Joseph A. Camardo, Jr. Esq., 127 Genesee Street, Auburn, New York 13201, or (b) transferring and depositing by electronic wire the installment payment amount into a designated attorney escrow account maintained by the Camardo Law Finn, P.C. ATF and/or its counsel shall provide the City with the banking information necessary to complete any wire transfer of the installment payment amount, including the name of the bank at which the bank account is held, the bank account number, and ABA and/or Routing number.

Termination of Agreements

4. With the exception of this Stipulation of Settlement and Order, all prior agreements by and between the City and ATF, including but not limited to the Agreements, are hereby terminated in their entirety.

Assignment of Open ATF Liens to time City

5. In accordance with Schedule "A" attached hereto and incorporated herein, ATF shall assign to the City all rights, title and interests it, or any of its subsidiaries or affiliates, may have in ATF Liens in its [their] possession with the exception of the following liens, which ATF will retain pursuant to this Stipulation of Settlement and Order, as said liens are subject to a pending bankruptcy (In re: JahQuan Khallid-Allah Bey, Sr. & Nadia Bey-Wright, NYNB Case No, 14-31030):

6. Notwithstanding the provisions of Paragraph "5" above, the City shall retain all rights with respect to subsequent tax liens related to any liens and/or properties that were part of the Agreements, including, but not limited as against the property identified in Paragraph "5" above.

Cooperation to Clear Title

7. ATF shall fully cooperate and assist the City in obtaining clean title with respect to real property which has been or becomes acquired by the City where a prior ATF lien appears as a cloud or defect on a title report, including the execution of all releases or other documents necessary to clear title of any ATF lien; provided, however, that ATF shall not be required to incur additional expense as a result of such co-operation or to clear title with respect to liens of any third parties, The routine review and execution by ATF of releases or other documents necessary to clear title with respect to liens held by ATF shall not be considered to result in any additional expense to ATF within the meaning of this section.

Mutual Release

8. Except for those obligations specifically assumed pursuant to this Stipulation of Settlement and Order and the documents executed in connection therewith, the City and ATF hereby mutually release each other, their employees, officers, agents, attorneys, parents, subsidiaries, successors, and/or assigns, both past and present, from and against the Claims any and all other claims, causes of action, demands, damages, losses, costs, and/or expenses, known or unknown, which each may have had against the other up to and including the date of the execution of this Stipulation of Settlement.

No Assumption of Liabilities

9. Except as otherwise stated herein, the City does not assume and shall not be liable for any of the debts, obligations, or liabilities of ATF or its affiliates that were incurred prior to the execution of this settlement agreement.

Discontinuance of Pending Litigation

10. Upon entry of this Stipulation of Settlement and Order, the above captioned action shall be discontinued with prejudice, provided however that the Court shall retain jurisdiction for the purposes of enforcing this Stipulation of Settlement and Order.

Miscellaneous Provisions

11. The City and ATF agree that this Stipulation of Settlement and Order is a compromise of disputed claims, and shall not be construed to be an admission of fault or liability on the part of either party.

12. This Stipulation of Settlement and Order and any issues relating to its validity, interpretation, performance, and/or enforcement shall be governed by the law of the State of New York.

13. Any notices required under the terms of this Stipulation of Settlement and Order shall be provided in writing and sent via certified mail, return receipt requested, as follows:

14. This Stipulation of Settlement and Order represents the full, final, and complete agreement between the parties, and supersedes any prior oral and/or written agreement(s), if any, between the parties relating to the above captioned action.

15. This Stipulation of Settlement and Order may not be modified except by a subsequent writing signed by the City and ATF and approved by Order of the Court.

16. In the event that an action, proceeding, motion, or other application is initiated to enforce the terms of this Stipulation of Settlement and Order based on a claim of default, breach, or nonperformance, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees, costs, and/or disbursements incurred in connection with such action, proceeding, motion, or other application.

17. This Stipulation of Settlement and Order may be executed in one or more counterparts, and signatures forwarded by facsimile will have the same force and effect as originals.

18. The City and ATF represent that the individuals executing this Stipulation of Settlement and Order on their behalf have been fully authorized to do so, with full and binding effect. The City represents and warrants to ATF that this Stipulation has been duly authorized and approved by all requisite municipal action on the part of the City.

IT IS SO ORDERED.