SETTLEMENT AGRF.E-':IE~T AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as of this 17

111 day of 

October, 2014, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for AmTrust Bank 

C'FDIC~R"), and the Defendants Mr. Larry :\1. Gandy, Sr. ("L. Gandy"); Ms. Tiffany Gandy and 

Mr. Frank E. Kane (collectively the ''Settling Defendants''), (individually the FDlC-R and the 

Settling Defendants may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

\VIIEREAS: 

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

organized and existing under the laws of the United States; 

On Dec.:ember 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 

12 L.S.C. § l82 1(c), the Federal Deposit Insurance Corporation was appointed receiver. In 

accordance with 12 U.S.C. § l821(d), the FDIC-R succeeded to all r1ghts, titles, powers and 

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

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

causes of action that arc subject to this Agreement. 

On December 3, 2012~ the FDlC-R filed a complaint for money damages against the 

Settling Defendants. Those claims for damages arc now pending in the United States District 

Court for the District of :-Ievada in FDIC v. Gandy, Case Kumber 12-cv-02059 (the "Action"). 

The Settling Defendants have denied liability in the Action. 

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

avoid the uncertainty, trouble, and expt!nse of further litigation. 

671176v.l 

707586v. l 
NOW, THEREFORE~ in consideration of the promises, undertakings, payments, and 

rclcast:s stated herein, the sufficiency of which consideration is hereby acknowledged, the 

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

SECTIO~ I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, within thirty (30) days 

of the Parties' execution of this Agreement, L. Gandy agrees to pay the FDIC-R the total sum of 

One Hundred Seventy Five Thousand Dollars ($175,000) (the "Settlement Payment"). 

B. L. Gcmdy shall deliver the Settlement Payment by a check made payable to 

Mortgage Recovery Law Group Client Trust Account and sent via overnight delivery to Dana 1. 

Clausen. Esq., Mortgage Recovery Law Group, 700 N. Brand Blvd., Glendale, California 91203 

Reference: AmTrust/ Gandy Kane Settlement. 

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

within thirty (30) day$ of the Parties' execution of this Agreement, interest shall accrue on all 

unpaid amounts at the rate of 5% per annum from the date of execution until the date of 

payment. 

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

date determined by subparagraph A above, then the PDIC-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 payment, including interest accruing from 

the date determined by subsection A above, through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 6621(b)(2); or 

2. Enforce this Agreement and, in such event, Defendants agree to 

jurisdiction in United States District Court in ~cvada and L. Gandy agrees to pay all of the 

671176v.J 

707586v. l 
FDIC-R's reasonable attorney's fees and costs expended m enforcing the terms of this 

Agreement; or 

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

Kane, L. Gandy, and T. Gandy agree to consent, and re-institute the action on the FDIC-R's 

claims. Kane, L. Gandy and T. Gandy further agree to waive any and all objections, defenses, 

claims or counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Any extension of time for delivery of the Settlement Payment or acceptance of a portion 

of the Settlement Payment shall not prejudice the FDIC-R's right to take any of the actions set 

forth in Section I.C.2 through 1.C.4 at any time prior to receipt of the Settlement Payment 

(including all accrued interest) in ful1. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of (1) full execution of this Agreement by each 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 all Parties, or their respective 

counsel. 

SECTIOI' Ill: Releases 

A. The FDIC-R's Release 

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

FDJC-R. for itself and its successors and assigns. hereby releases and discharges Larry M. 

Gandy, Sr., Tiffany Gandy, and Frank E. Kane and their respective heirs, executors, trustees, 

administrators, representatives, successors and assigns, from any and all claims, demands, 

671176v.l 

707586v.l 
obligations, damages, actions, and causes of action, direct or indirect, m law or m equity 

belonging to the FDIC-R, arising out of or relating to the Action. 

13. Larrv M. Gandy. Sr.. Tiffanv Gandy, and Frank E. Kane Release 

Effective simultaneously with the release in Section Ill.A. above, Larry M. Gandy, Sr., 

Tiffany Gandy, and Frank E. Kane, on behalf of themselves, and their respective heirs, 

executors, administrators, agents, representatives, successors and assigns, hereby release and 

discharge the FDIC-R, and its employees, oflicers, directors, representatives, attorneys, 

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 or relate to the Bank or to 

the perfom1ance, nonperformance, or manner of performance of Larry M. Gandy, Sr.'s, Tiffany 

Gandy's, and Frank E. Kane's respective functions, duties and actions as alleged in the Action. 

C. Exceptions from Releases by FDIC-R 

1. Notwithstanding any other 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 Defendants or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of any promissory note or 

indebtedness payable or owed by them to the FDIC-R, the Bank, other financial institutions, or 

any other person or entity, including without limitation any such claims acquired by FDIC-R as 

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. 

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

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

67ll76v.l 

707586v.l 
jurisdiction and 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 any other relief it 1s 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

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

does not waive any claims that could be brought by the t:nited Statt::s 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 U.S.C. § 6. In addition, the FDIC-R 

specifically reserves the right to seek court-ordered restitution pursuant to the relevant provisions 

ofthe Victim and Witness Protection Act. 18 U.S.C. § 3663, et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the 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, administrators, representatives, 

successors and assigns. 

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

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

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

SECTIOl\' V: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agrccmcm, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

671176v.l 

707586v.l 
and entry, of any documents necessary to conclude the Action, and to otherwise perform the 

terms of this Agreement. 

B. Further. Larry M. Gandy, Sr., Tiffany Gandy and Frank E. Kane agree to 

cooperate fully with the FDIC~R in connection with any action required under this Agreement. 

Any such cooperation that involves any out of pocket costs is subject to reasonable 

reimbursement by the FDIC~R pursuant to its internal guidelines and policy for such 

reimbursement. Such cooperation shall not require disclosure or waiver of any attorney/client 

privileged information or work product, but includes: 

a. producing, from within their possessiOn or control, all documents 

requested by the fDIC~R. without the necessity of subpoena, as determined by the FDIC-R, in its 

reasonable discretion, to be relevant to the facts of the Action; 

b. making themselves available upon request by the fDIC-R at reasonable 

times and places for interviews regarding facts, as determined by the FDIC-R in its reasonable 

discretion, to be relevant to the facts of the Action; 

c. appearing to testify, upon request by the FDIC-R, in any matter 

determined by the FDIC-R in its reasonable discretion, to be related to the facts of the Action, 

without the necessity of subpoena; 

d. signing truthful affidavits upon request by the FDIC-R, regarding any 

matter, as dctcnnincd by the FDIC-R in its reasonable discretion, to be relevant to the facts of the 

Action. 

SECTION VI: Other Matters 

A. ::--Jo 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 intinnity 

671176v.l 

707586v.l 
by any of' them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Pru.1y hereto, except to enforce its terms. 

13. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such countcrpru.ts when so executed shall together constitute 

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

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

or Parties upon the execution by all Pa1ties to this Agreement. 

C. Choice of Lav•/. This Agreement shall be interpreted, construed and enforced 

according to applicable federal Jaw, or in its absence, the laws of the State ofNevada. 

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

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: 

PaulA. Levin, Esq. 

Mortgage Recovery Law Group 

700 N. Brand Blvd., Suite 830 

Glendale, CA 91203 

(818) 630-7901 

... f ...... 

lfto Larry M. Gandy, Sr., Tiffany Gandy, and Frank E. Kane: 

Michael M. Edwards, Esq. 

Wilson Elser Moskowitz Edelman & Dicker LLP 

300 South Fourth Street, l\ 1

h Floor Las Vegas, NY 89101 

(702) 727-1400 

(b)(6) ______ J------

c. Entire Agreement. This Agreement constitutes the entire agreement and 

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 modified, nor may any of its provisions be waived, except in writing signed by the 

671176v.l 

707586v.l 
Party or Parties bound thereby, or by their respective authorized attomey(s) or other 

representative( s). 

F. Choice of Law. 

This Agreement shall be interpreted, constru~d and enforced according to applicable 

federal law, or in its absence, the internal laws of the State of Nevada, without regard to its 

conflicts of laws. 

G. Advice of Counsel. 

Each Party hereby acknowledges that he or it has consulted with and obtained the advice 

of counsel prior to executing this Agreement, and that this Agreement has been explained to that 

Party by his or its counsel. 

II. Title and Captions. 

All section titles and captions contained in this Agreement are for convenience only and 

shall not affect the interpretation of this Agreement. 

I. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

67 1176v.l 

707586v.l 
(b)(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. 

FDIC AS RECEIVER FOR AMTRUST BANK 

By: -···-··----·----

Name: ----------··- ----

Date: 

TIFFA~Y GANDY 

Name: __ 

Date: 

671176v.l 

707586v.l 

::l{r M. GANDY, SR 

···················r)(i?) 

Title: 

Date: 

FRANK E. KAI\"E 

By:l L.. -----·-········_··········_··········_··········_··········....Jl (~)(Ell 

Title: 

Date: 
IN WITNESS WJIERFOF, the parties hereto have caused this Agreement to be executed 

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

I<'()IC AS RECEIVJ:i:R }'OR AMTIUJST BANK 

(b )(6) ·······················································!· 

By:. ~J-r-------------------------~ 

Name: ftm;;K Ht.Jetc ~rt 

Date: (DI/7/J-6/'( 

TIFFANY GANDY 

By: 

Name: ________________________ _ 

Date: 

671176v.l 

7075X6v.l 

----····· --··· 

LARRY M. GANDY, SR. 

By: 

Title: 

Date: 

FRANK K KANE 

By: 

Title: 

Date: