SETTLEMENT AGREEMENT 

ffiiS SETTLEMENT AGREEMENT ("Settlement Agreement") is entered into 

and made effective as ofthe 14 day of December 2011 ("Effective Date"), by and 

between FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for 

INDYMAC BANK, F.S.B. ("FDIC-R") and MIRMAX HOUSING & FINANCE, RITA 

MIRZAIAN, and ARUTYUN KESHISHY AN (collectively "MIRMAX"). The FDIC 

and MIRMAX may hereinafter be referred to individually as a "Party" or collectively as 

the "Parties". 

1. RECITALS 

1.1 On or about April 5, 2011, the FDIC-R filed a lawsuit entitled FEDERAL 

DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR INDYMAC BANK, 

F.S.B. v. MIRMAX HOUSING & FINANCE, INC., a Califomia corporation; RJTA 

MIRZAIAN, an individual, ARUTYUN K.ESHISHYAN, an individual; SEAN 

KESHISHYAN, an individual; and DOES 1 THROUGH 10, inclusive, in the United 

States District Court for the Central District ofCalifornia Case No. CVIl-02875 ODW 

(PLAx) (hereinafter "Action"). 

1.2 The Parties desire and have agreed to settle all claims between the FDIC-R 

and MIRMAX relating to the Subject Property located at 6229 Rive1ton A venue, North 

Hollywood, California (See Legal Description of Subject Property attached hereby and 

made part hereof). By entering into this Settlement Agreement, the parties are not 

admitting the allegations as set forth in the Complaint. This settlement is ofclaims which 

are denied and contested and nothing contained herein shall be construed as an admission 

by any Party hereto of any liability of any kind to any other Party. Each of the Patties 

hereto denies any liability in connection with any claim and solely intends hereby to 

avoid the rumoyance and expense ofadditional litigation. 

2. AGREEMENT 

NOW, THEREFORE, in consideration ofthe mutual covenants and promises set 

forth herein, and for other good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged by the Parties, the Parties, intending to be legally bound, 

agree as follows: 

2.1 Recitals. The Recitals set f01th above are incorporated into the body of 

this Settlement Agreement as though fully set fm1h herein. 

2.2 Payment to the FDIC-R. Payment ofForty Thousand Dollars and 

no/cents ($40,000.00) (the "Settlement Funds") shaH be paid on behalf ofMIRMAX to 

the FDIC-R. The Settlement Funas shall be paid on or before March 14,2012. The 

Settlement Funds shall be made by wire transfer made payable to: "Mortgage Recovery (b)(4) J.aw Groun Trust Account," Account Numbe~ --- IRouting Number:n- . n n 

(b)(4) I· . I n n. Reference: Mirmax/Keshishyan Settlement. 

SEITLEMENT AGRE-EMENT Page I of7 
; '

i 2.3 In the event MIRMAX defaults by failing to make a timely payment to the 

! FDIC-R as set forth in paragraph 2.2 above, the FDIC-R shall give written notice ofthe i 

(b)(4),(b)(6) default to MIRMAX via e-mail and overnight mail to their attorneys ofrecord as follows: 

-Gary G. BarsegiaJ1~ Es ., 2001 West Magnolia Boulevard, Suite A, Burbank, California 

(b)(4),(b)(6) 91506· tele hone - ---- .. --- - facsilii.i1q -- Ie-mail 

(bH4J,(bJC6r -- -- -· ····· -- and Jina A. Nam, Esq., 18000 Studebaker Road, Suite 

(b)(4),(b)(6) (b)(4),(b)(6) _ 7QO, Cerritos, California90703;telephom~ ------- lfacsimil~ --- · - l;e­

(b)(4),(bY\6T -- mai~---- -- -· IMIRMAX shall have ten (1 0) days after written notice 

ofdefault is sent to Mr. Barsegian and Ms. Nam to cure the default. If MIRMAX fails to 

cure the default within ten (10) days, the settlement may be voided at the FDIC-R's sole 

option and the matter may proceed to trial as scheduled. 

2.4 Within ten (10) business days ofthe FDIC-R's receipt ofthe Settlement 

Funds as set forth in paragraph 2.2, the FDIC-R's counsel shall file a request for dismissal 

ofMIRMAX only, from the Action with prejudice. 

2.5 The Patties shall bear their own costs and attorneys' fees incurred in the 

Action. 

3. RELEASE 

3.1 Known and Unlrnown Claims. The FDIC-R and MIRMAX 

acknowledge and agree that the release they give to each other upon executing this 

Settlement Agreement applies to all claims for injuries, damages, or losses of any type or 

nature (whether those injmies, damages, or losses are known or unknown, foreseen or 

unforeseen, patent or latent) arising from or in conjlmction with the Subject Property 

only. 

3.2 The Parties hereby expressly waive application ofCalifornia Civil Code 

§1542 as it relates to the Action. The Patties certify that they have read and understood 

the following provisions of California Civil Code §1541 which states in pertinent paJ.t as 

follows: 

A general release does not extend to claims which the creditor 

does not know or suspect to exist in his or her favor at the 

time ofexecuting the release, which if known by him or her 

must have materially affected his m her settlement with the 

debtor. 

3.3 The Parties understand and acknowledge that the significance and 

consequence ofits waiver ofCalifornia Civil Code §1541 is that even if either Party 

should eventually suffer additional damages arising from or in conjunction with this 

Action relating to the Subject Property, that Party will not be able to make any claim 

against any other Party for those damages. Furthennore, each Party acknowledges that 

they consciously intend these consequences even as to claims for damages that may exist 

as ofthe date ofthis release arising from or in conjunction with this Action relating to 

SETILEMENT AGREEMENT Page 2 of7 
the Subject Property, but which that Party does not know exists, and which, ifknown, 

would materially affect that Party's decision to execute this release, regardless ofwhether 

that Party's lack ofknowledge is the result of ignorance, oversight, error, negligence, or 

any other cause. 

3.4 Except for the rights, duties, and obligations set forth in this Settlement 

Agreement, the Parties each hereby fully, finally, and forever release and discharge the 

other Parties, and any and all ofits respective, employees, brokers, investors, members, 

partners; joint venturers, independent contractors, attorneys, accow1tants, insurers, agents, 

investors, representatives, officers, directors, and any corporation, partnership or limited 

liability company which was or is at any time the parent or wholly owned subsidiary of 

such entity, and any such corporation's, partnership's or limited liability company's 

officers, directors, employees and/or agents, or any corporation, partnership or limited 

liability company which was or is an affiliate of such entity by virtue of common 

ownership or control, and any such corporation's, partnership's or limited liability 

company's, officers, directors, employees and/or agents of and :from any and all actions, 

causes ofaction, claims, demands, damages, debts, losses, costs, expenses, attorney fees 

or other liabilities of every kind and nature whatsoever, whether legal or equitable and 

whether known or unknown, arising out of, resulting from, or relating to, in any manner, 

to any damages, loss, or liability arising from, in conjunction with, this Action relating to 

the Subject Property. Notwithstanding any other provision ofthis Settlement Agreement 

to the contrary, the releases included in this paragraph 3.4 do not release Sean 

Keshishyan, and it is understood and agreed that the release by the FDIC-R in favor of 

Mirmax is limited to its conduct related to the origination or servicing of the at issue 

residential mortgage loan, the short sale, the subsequent resale of the Subject Property, 

and any and all other conduct or transactions known and unknown regarding the Subject 

Property that were carried out by Mirmax which directly or indirectly involved or 

affected Indy Mac Bank, to the full extent oflndyMac Bank's rights or the rights retained 

by the FDIC as a consequence of the failure oflndyMac Bank 

Notwithstanding any other provision of this Settlement Agreement, the FDIC-R does not 

release, and expressly preserves fully and to the same extent as ifthe Settlement 

Agreement had not been executed any claims against MIRMAX arising out of existing or 

failed fmancial institutions other than Indy Mac. 

3.6 Notwithstanding any other provision, this Settlement Agreement does not 

purport to waive, or intend to waive, any claims which could be brought by the United 

States through either the Department of Justice or the United States Attorney's Office in 

any federal judicial district. 

4. MISCELLANEOUS 

4.1 Conditions of Execution. Each Party acknowledges and warrants that its 

execution of this Settlement Agreement is free and voluntary. 

SETI'LEMENT AGREEMENT Page 3 of7 
4.2 No Admission. It is agreed that no Party hereto admits liability or 

wrongdoing of any nature, and that this Settlement Agreement is made as a compromise 

ofdisputed claims. 

4.3 Fair Meaning. The Parties hereto further agree that the language ofaU 

pru.ts ofthis Settlement Agreement shall in all cases be construed as a whole, according to 

its fair meaning, and not strictly for or against any ofthe Parties 

4.4 Governing Law. The Parties agree to submit to the Courts ofthe City 


and County ofLos Angeles, California, for any dispute arising out ofthis Settlement 


Agreement, or related thereto, and consent to the jurisdiction of said Courts and further 


agree that any and all matters ofdispute shall be adjudicated, governed and controlled 


under California law. 


4.5 Attorneys Fees and Costs. Should any action be commenced to enforce, 

interpret, or seek damages, injunctive relief, or specific performance for violation ofthis 

Settlement Agreement, the prevailing party shall, in addition to any other available relief, 

be entitled to an award ofreasonable attomey's fees and litigation expenses incurred in 

the prosecution or defense of the action, including any appeal. 

4.6 Severability. The Parties hereto agree that ifany provision ofthis 

Settlement Agreement is declru.·ed by any court to be illegal or invalid, the validity of the 

remaining parts, terms or provisions shall not be affected thereby, and such illegal or 

invalid part, term or provision shall be deemed not to be part ofthis Settlement 

Agreement. 

4.7 Binding Effect. This Settlement Agreement shall be binding upon and 

inure to the benefit of the Patties and their respective heirs, personal representatives, 

successors, and assigns. 

4.8 Review and Understanding. The Parties have entered into this 

Settlement Agreement voluntarily, having fully read and fully understood the meaning 

and effect ofall ofits terms and provisions, and fully understanding its and their costs 

and risks. Each ofthe Parties has consulted with legal counsel concerning this Settlement 

Agreement and has conducted such inquiry as they deem necessary and advisable prior to 

entering into this Settlement Agreement. The Parties enter into this Settlement 

Agreement understanding that facts or other circumstances may exist which are presently 

unknown or undisclosed, or which are different from or other than those which they 

believe to be the case, and the Parties voluntarily assume all risks attendant to such 

unknown, undisclosed, different, or additional facts or other circumstances. 

4.9 Number. Whenever applicable, the singular shall include the plural, and 

the plural shall include the singular. 

4.10 Counterparts/Execution. This Settlement Agreement may be executed 

in one or more counterparts, all ofwhich shall form a single agreement. A Party's 

signature on this Settlement Agreement by facsimile or e-mail shall be valid and effective 

SETILEMENT AGREEMENT Page4of7 
for all purposes as an original signature, provided, however, that the original signature 

shall be produced upon request. 

4.11 Waiver. No term or condition ofthis Settlement Agreement shall be 


deemed to have been waived, nor shall there be an estoppel against the enforcement of 


any provision ofthis Settlement Agreement, except by written instruments signed by the 


Party charged with the waiver or estoppel. No written waiver shall be deemed a 


continuing waiver unless specifically stated therein, and the written waiver shall operate 


only as to the specific term or condition waived, and not for the future or as to any other 


· act than that specifically waived. 

4.12 Headings. The headings of paragraphs herein are intended solely for the 


convenience ofreference and shall not control the meaning or interpretation of any ofthe 


provisions ofthis Settlement Agreement. 


4.13 Subsequent Agreements. The Parties agree that, upon the reasonable 


request ofthe other Party, they shall execute, acknowledge, and deliver any additional 


instmments or documents that may reasonably be required to carry out the intentions of 


this Settlement Agreement, including such instruments as may be required by the laws of 


any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the 


Parties as between themselves or others with respect to their rights and obligations 


created by this Settlement Agreement. 


4.14 Entire Agreement. The Parties hereto further agree and promise that this 


Settlement Agreement sets forth the entire agreement between and among the Parties and 


fully supersedes any and all prior negotiations, agreements or understandings made 


between or among the Parties. This Settlement Agreement shall not be modified except 


in a writing signed by the Parties or their authorized representatives. 


IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties 


have executed this Settlement Agreement as of the date set forth in the opening paragraph 


of this Settlement Agreement. 


I 

DATED: Febmary 1!'", 2012 LAW OFFICES OF GARY BARSEGIAN (b)(6) 

APPROVED AS TO FORM 

Bj ~~~~acy~("i~.~~~g~tan~--------------------~ 

Attorneys for Defendants MIRMAX HOUSING & 

FINANCE, INC. and RITA MlRZAIAN 

SETTLEMENT AGREEMENT PageS of7 
DATED: February I( 2012 

DATED: February Jf. 2012 

DATED: February 9, 2012 

APPROVED AS TO FORM 

(b)(6) 

DATED: February 9, 2012 

MIRMAX HOUSING & FINANCE, INC. 

(b)(6) 

By: '------::-:1----:--_____L___.__I 

Signature 

R~+tt. 11 ; :l.Olt'am fl.-'s,'der, -t 1 Type/Print Name and Title 

RITA MIRZAIAN 

(b)(6j 

By: ~~:-------------_- •• ___J,_n+ 

Signature 

LAW OFFICE OF JINA A. NAM & ASSOCIATES 

l<bH6l ~ini'A. Nam 

Attorneys for Defendants ARUTYUN KESHISHYAN 

ARUTYUN KESHISHYAN 

(b)(6) 

Bv: 

l(b)(6l I Signature 

SE1TLEMENT AGREEMENT Page6of7 
DATED: December_, 2011 

DATED: December , 2011 

APPROVED AS TO FORM 

DATED: December_, 2011 

Fa-9. 2'31 'l--011..­

DATED: D~Gel+lber_, ~Qil 

APPROVED AS TO FORM 

By: 

Signature 

Type/Print Name and Title 

RlT A MIRZAIAN 

By: 

Signature 

LAW OFFICE OF llNA A. NAM & ASSOCIATES 

By: 

JinaA. Nam 

Attorneys for Defendants ARUTYUN KESHISHYAN 

ARUTYUN KESHISHYAN 

By: 

Signature 

SNIP PER WAINER & OFF 

(b)(6) 

By: 

Mauri Wainer 

SETTLEMENT AGREEMENT Page 6 of7 
Attorneys for Plaintiff FEDERAL DEPOSIT 

INSURANCE CORPORATION, as Receiver for 

INDYMAC BANK, F.S.B. 

DATED: December /1, 2011 	 FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for INDYMAC 

BANK, F.S.B. 

(b}(6) 

By: ~~----------------------~--- Signature 

R{c ho. ..-bt S ~G:.;U 1 G lJ OJ ceJ 

Type/Print Name and Title 

SETTLEMENT AGREEMENT 	 Page 7 of7