(b)(2) 

(b)(6) 

(b)(6) 

(b)(6) 

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(b)(6) 

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SETI'LEMENT AGREEMENT 

THIS SETTLEMENT AGREEMENT ("Settlement Agreement') is entered 

into and made effective as ofijle __ day of November, 2008 ("Effective Date"), by 

and between FEDERAL DEPOSIT INSURANCE CORPORATION, as Conservator for 

INDYMAC FEDERAL BANK, F.S.B. formerly known as INDYMAC BANK, F.S.B. 

(hereinafter "INDYMAC") and CALLISTO GROUP, INC., a California corporation; 

CALLISTO GROUP, INC. dba METRO LENDING SERVICES (hereinafter collectively 

"CALLISTO") and IRMA AV AKlAN ("AVAKIAN"). INDYMAC, and CALLISTO 

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

the "Parties". · 

1. RECITALS 

1.1 Prior to August 11, 2004, INDYMAC and CALLISTO entered into a 

business relationship governed by awritten Seller Contract and e-MITS User Agreement 

(hereinafter "Agreement"). 

1.2 CALLISTO sold to rNDYMAC the following loans identified by 

borrower name, loan number(s), principal amount(s) and address pun;uant to the 

Agreement: 

···Douque(loannos · $ 412,000 and$ 103,000, secured";-;b:---y-r-eal-.-pr-o-pert--:-y:tloc-at~e--,d-=-ar___:____.!._~___:_.:..:..:....::. 

Fernando, California. 

cc I ••• u kwayidzhyan (loan nosJ · · ·· · ~in the orincioal 

amounts of$ 488,000 and$ 122,000 secured by real property located a~ · · · ·I 

Street, Tujunga, California. 

--~ - -· ~ -~f-$ ~~~~~~~~0~ :~~:d by property located a 

in the principle amounts 

Burbank, 

California. 

• •. u I u u I Merino (loan nos. jr---__ __._1 =in=-=th=e:...Jpr:..:.;rincipal amount of$ 448,000 

secured by real property located at j ~anta Ana, California. 

• D Atakbanian (loan no~ I in the principal amount of$ 133,700 

secured by the real property located at! I Glendale, California. 

J · u · (Deleon (loa11 noJ. I in the principal amount of$ 500,000 

secured by real property located a~ !Grenada Hills, California. 

707l7l.l 

5662-l>S7 

SETI!.EMENT AGREEMENT 

Page I (If; 

(b)(6) 

(b)(6) 

(b)(6) 
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( : { 

1.3 INDYMAC claims that CALLISTO and AVAKIAN as the mortgage 

broker of record breached their duty owed to INDYMAC and CALLISTO breached 

certain representations and warranties contained in the Agreement with respect to the 

above"referenced loans hereinafter referred to as the "SUBJECT LOANS". INDYMAC 

demanded CALLISTO repurchase the SUBJECT LOANS and/or indemnify INDYMAC 

for its losses. 

1.4 INDYMAC has also demanded payment for certain alleged documentation 

fees (the "DOCUMENT FEES") associated with the SUBJECT LOANS and other loans 

processed, packaged, and/or sold by CALLISTO to INDYMAC. 

1.5 CALLISTO and AVAKIAN dispute INDYMAC's claims relating to the 

SUBJECT LOANS, and refused to repurchase the loans and/or indemnify INDYMAC for 

its alleged losses. Specifically, and wi~out limitation, CALLISTO and AVAKIAN deny 

that they owed a duty of care to INDYMAC, that any duty owed was breached, and that 

they breached any representations and warranties made. CALLISTO and AV AK1AN 

further allege that any losses suffered by INDYMAC were not caused by any act or 

omission by CALLISTO and/or AVAKIAN. 

1.6 On or aboutDecember 11, 2007, INDYMAC filed a lawsuit entitled 

INDYMAC BANK, FSB v. CALLISTO GROUP, INC., a California corporation; 

CALliSTO GROUP, INC .. dba METRO LENDING SERVICES,· IRMA A V AKJAN, an 

individual, and DOES 1-50, inclusive; Case No. BC382072. A First Amended Complaint 

was filed on June 16, 2008 (hereinafter "Action"). 

1. 7 ·The Parties desire and have agreed to settle all claims relating to the 

SUBJECT LOANS at issue in the Action. 

2. AGREEMENT 

NOW, THEREFORE, in consideration of the 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 forth above are incorporated into the body of 

this Settlement Agreement as though fully set forth herein. 

2.2 Payment to'JNDYMAC. Payment of Two Hundred Sixty Five Thousand 

Dollars and no/cents ($265,000.00) (the "Settlement Funds") shall be paid on behalf of 

CALLISTO and AVAKIAN to INDYMAC. 

a. Of the Settlement Funds, the initial payment (the "Initial 

Payment") shall be $200,000.00. Of the Initial Payment, $125,747.32 currently held by 

707272.1 

5662-057 

SETTLEMENT AGREEMENT 

P11~t: 2 uf9 
(b)(4),(b)(6) 

Page 192 

( 

INDYMAC shall be applied towards the Initial Payment. $74,252.68 of the Initial 

Payment shall be paid by check payable to INDYMAC FEDERAL BANK, F.S.B. and 

transmitted to INDYMAC c/o Vanessa H. Widener, Esq., Anderson, McPharlin & 

Conners LLP, 444 South Flower Street, 31st Floor, Los Angeles, CA 90071-2901, within 

5 days that CALLISTO receives payment from its insurer, but in no event later than 

November 17, 2008. 

b. The remaining Sixty Five Thousand Dollars ($65,000.00) shall be 

paid as follows: $5,146.66 per month commencing December 1, 2008 and continuing on 

the flrst of each month until paid in full. The monthly payments shall be made by check 

payable to INDYMAC FEDERAL BANK. FSB and transmitted to INDYMAC c/o 

Vanessa H. Widener, Esq., Anderson, McPharlin & Conners LLP,444 South Flower 

Street, 311t Floor, Los Angeles, CA 90071-2901. 

I 

2.3 Concurrently with the signing and delivery of this Settlement Agreement, 

CALLISTO shall execute a Stipulation for Entry of Judg:r:nent in the amount of 

$65,000.00 less any amounts received by INDYMAC, in the form attached hereto as 

Exhibit 1. The Stipulation for Entry of Judgment incorporates by reference the Judgment 

(Pursuant to Stipulation), attached to the Stipulation as Exhibit A. Both the Stipulation 

and Judgment are incorporated by reference herein and their terms made a part of this 

Settlement Agreement. The Stipulation shall be entered immediately upon execution of 

this Settlement Agreement.· The Judgment (Pursuant to Stipulation) shall not be entered 

so long as CALLISTO performs under the terms of this Settlement Agreement as set 

forth in paragraph 2.2(b) above. Entry of the Judgment in accordance with the tenns of 

the Stipulation, and enforcement of said Judgment, shall be INDYMAC's sole recourse in 

the event of a default by CALLISTO in making the payments called for herein. 

2.4 In the event CALLISTO defaults by failing to make a timely payment to 

INDYMAC as set forth in paragraphs 2.2(b) above, INDYMAC shall give written notice 

via mail or facsimile of the default and notice of intent to enter Judgment (Pursuant to 

Stipulation) to CALLISTO at: Metro Lending Services, A 'ITN: Vatche Yepremian, 

550 North Brand Blvd., Suite 2050, Glendale, CA 91203 Fax: 818.459.0035; with a 

copy to: MarkS. Horoupian, SulmeyerKupetz, A Professional Corporation, 333 South 

Hope Street, Thirty-Fifth Floor, Los Angeles, CA 90071; Voic9 · · · . - 1Fax: I · .. · .. I . 2.5 CALLISTO shall have five (5) business days from receipt of the notice of 

intent to enter Judgment to cure the default. If CALLISTO fails to cure the default within 

five (5) business days, INDYMAC shall retain all consideration it received, and it may, in 

its sole discretion, seck to enter the Judgment (Pursuant to Stipulation) and enforce said 

Judgment against CALLISTO less any consideration already received by INDYMAC 

pursuant to the settlement. Judgment may be entered by ex parte application (without 

testimony or trial and CALLISTO further waives the right to a court and/or jury trial) 

with written notice given to CALLISTO and Mark Horoupian by facsimile or telephonic 

707171.1 

S66HlS7 

SCMLEMENTAGREEMENT 

Page 3 of9 

(b)(4),(b)(6) 
Page 193 

notice given at the facsimile and phone number listed above. The amount actually 

received by INDYMAC shall be deducted from the a,mount of the Judgment (Pursuant to 

Stipulation). 

2.6 Within 5 business days ofiNDYMAC's counsel's receipt ofthe fully 

executed Settlement Agreement, INDYMAC's counsel shall file a request for dismissal of 

the entire Action with prejudice. 

2.7 Each party agrees that Section 664.6 of the Code of Civil Procedure of the 

State of California shall apply to this Settlement Agreement and requests that the court 

shall retain jurisdiction over the parties to enforce this Settlement Agreement and the 

Judgment (Pursuant to Stipulation). 

2.8 The parties shall bear their own costs and attorneys' fees. 

3. RELEASE 

3.1 Unknown Claims. INDYMAC, A V A.KlAN and CALLISTO 

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 injuries, damages, or losses are known or unknown, foreseen or 

unforeseen, patent or latent) which they may have against each other arising from or in 

conjunction with the SUBJECT LOANS, as well as any DOCUMENT FEES. 

3.2 The Parties aeknowledge and agree that CALLISTO processed, packaged 

and/or sold other mortgage loans to ~YMAC which are not part of the Action and that, 

except as to the DOCUMENT FEES, this Settlement Agreement and Release as to 

CALLISTO do !!.Q! apply to those mortgage loans. INDYMAC expressly reserves its 

rightl> to pursue any and all claims and causes of action, except as they may related to 

DOCUMENT FEES, it may have in law or equity against CALLISTO arising out of any 

mortgage loans which are not part of the Action. 

3.3 The Parties hereby expressly waive application of any applicable state 

statute, including but not liinited to California Civil Code § 15 42. The Parties certify that 

they have read and understood the following provisions of California Civil Code §1542 

which states in pertinent part as follows: 

707172.1 

5667.(1~7 

"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 of executing the release, which ifk.nown by 

him or her must have materially affected his or her settlement 

with the debtor." · 

SETTLEMENT AGREEMENT 

Page 4 of9 
Page 194 

( 

3.4 The Parties understand and acknowledge that the significance and 

consequence ofits waiver of California Civil Code §J J42 is that even if either Party 

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

SUBJECT LOANS or any facts or circumstances related to the SUBJECT LOANS and 

DOCUMENT FEES, that Party will not be able to make any claim for those damages. 

Furthermore, each acknowledges that they consciously intend these consequences even as 

. to claims for damages that may exist as of the date of this release relating to the 

. SUBJECT LOANS and the DOCUMENT FEES, but which that Party does not know 

exists, and which, if known, would materially affect that Party's decision to execute this 

release, regardless of whether that Party's lack of knowledge is the result of ignorance, 

oversight, error, negligence, or any other cause. 

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

Agreement and Stipulation for Entry of Judgment, the Parties each hereby fully, finally, 

and forever release and discharge the other Party, and any and all of its respective past, 

present, and future affiliates, employees, brokers, investors, members, partners, joint 

venturers, independent contractors, attorneys, insurers, agents, investors, representatives, 

officers, directors, shareholders, independent contractors, predecessors, successors and 

assigns, 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 corp?ration, partnership or limited liability company wliich 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 (hereinafter "INDYMAC AGENTS" or "CALLISTO AGENTS") of and 

from any and all actions, causes of action, 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, the SUBJECT LOANS and the DOCUMENT FEES. The 

Parties further acknowledge and agree that neither Party will take any action or assert any 

claims or demands against the other Party with any federal, state, municipal, or other 

govermnental agency or court relating to the SUBJECT LOANS and the DOCUMENT 

FEES. 

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

Agreement and Stipulation for Entry of Judgment, in addition to the release in paragraphs 

3.4 and 3.5, INDYMAC and AVAKIAN agree to a further release of all claims for 

injuries, damages, or losses of any type or nature (whether those injuries, damages, or 

losses are known or unknown, foreseen or unforeseen, patent or latent) which they may 

have against each other including INDYMAC AGENTS and CALLISTO AGENTS 

arising from or in conjunction with any other mortgage loans which may have been 

processed, packaged, approved, underwritten and/or sold by CALLISTO to INDYMAC 

prior to the date of this Settlement Agreement. This release does not include any 

1onn.1 

S662.0S1 

SETILEMENT AGREEMENT 

Page 5 of9 
Page 195 

/ \ ' 

mortgage loans to which AVAKIAN or CALLISTO AGENTS are parties to the 

transaction (i.e., buyer, seller or borrower) or any mortgage loan transactions in which 

there is actual fraud. · 

· 3.7 The release as to CALLISTO shall become effective upon execution of the 

Settlement Agreement, and the full payment of the Settlement Funds or entry of the 

Judgment Pursuant to Stipulation whichever occurs first. 

3.8 The release as to AV A.KIAN and CALLISTO AGENTS as set forth in 

paragraph 3.6 shall become effective upon execution of the Settlement Agreement and 

payment of the Initial Settlement Payment. 

4. MISCELLANEOUS 

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

execution of this Settlement Agreement and Stipu~ation for Entry of Judgment is free and 

voluntary. 

4.2 Confidentbtllty. The Parties agree that neither they nor anyone acting on 

their behalf, including their respective attorneys, will disclose to anyone any infonnation 

relating to, in any way, the contents or terms of this Settlement Agreement, or any 

matters pertaining to this settlement, including its negotiation, unless such disclosure is: 

(1) lawfully required by spy governmental agency; (2) otherwise required by law 

(including legally required ,financial reporting or other disclosures); or (3) necessary in 

any l~gal proceeding to enforce any provision of this Settlement Agreement. The Parties 

may disclose the terms of th.is Settlement Agreement to their respective auditors, 

accountants, tax advisors, and legal counsel, but only to the extent required for 

professional advice from those sources and only after securing a commitment from those 

professionals to maintain the confidentiality of this Settlement AgreemeiJ.t, as required 

above, to the greatest extent possible considering the purpose for which the tenns of the 

Settlement Agreement are needed by those professionals. 

4.3 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 

of disputed claims. 

4.4 Fair Meaning. The Parties hereto further agree that the language of all 

parts of this Settlement Agreement shall in all cases be construed as a whole, according to 

its fair meaning, and not strictly for or against any of the Parties. 

4.5 Governing Law. The Parties agree to submit to the Courts of the City 

and County of Los Angeles, Cali (omia, for any dispute arising out of this Settlement 

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

707272.1 

SETTLEMENT AGREBMENT 

Page 6 of9 
Page 196 

{ 

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

under California law. 

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

interpret, or seek damages, injunctive relief, or specific perfonnance for violation of this 

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

be entitled to an award of reasonable attorney's fees and litigation expenses incurred in 

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

4.7 Severability. The Parties hereto agree that if any provision of this 

Settlement Agreement is declared 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 of this Settlement 

Agreement. 

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

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

successors, and assigns. 

4.9 Review and Understanding. The Parties have entered into this 

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

and effect of all of its terms and provisions, and fully understanding its and their costs 

and risks. Each of the 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. 

4.10 Approval, Authority, and Nonassignment. The Parties represent and 

warrant to one another that the approval of this Settlement Agreement has been 

undertaken in a proper and lawful marmer and that they have the requisite power and 

authority to enter into and to perform their obligations under this Settlement Agreement, 

and further warrant and represen~ that they have not sold, assigned, granted or transferred 

to any other person, corporate or natural, or to any entity, any claim, action, demand, or 

cause of action released by this Settlement Agreement. 

4.11 Number. When.ever applicable, the singular shall include the plural, and 

the plural shall include the singular. 

4.12 Counterparts/Execution. This Settlement Agreement may be executed 

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

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

107171.1 

S662.J)S7 

SETI'I.EMENT AGREEMENT 

P~gc 7 of9 
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{ 

for all purposes as an original signature, provided, howcvc:r, that the origiDal si&nafllrc 

shsU b~ prOdu~d upon rcqucsL 

4.13 Walver. No term or condilion of this Settlement Agreement shnll bo 

deemed to bAve been wAived, nor shall !hue be 1\Jl. estoppel agahlst the enfon:emcc.t of 

any provision of this Settlement Agtectncnt, except by written inalnlmen13 signed by the 

Party charged with the waiver or C!toppel. No written waiver shall be deemed a 

COJllinuing waiver uclosa apocifioally stated lharcin, and fhc wdttcu waiver shall operate 

. ouly as ~ tbe specific term or condition waived, and nQt for the future or s.~ to any other 

act tbao thnt specifically waived. 

4.14 Headings. The headings of paragraphs herein arc intend~d solely for tbe 

convenience ofrefarence and shall llOt con1rol the mcanfng or interpretation of any of the 

provillloos ofthis ScttlementA.grceme~~.t 

4.15 Subsequent Agreement$. The Parties agree thut, upon the reasonable 

requ~t of the other Party, they shall execute, 1cmow~ge, and deliver any addlLion~l 

instruments or documents that may reasonably be required to cmy out the intentionll of 

this. Settlement Agreement, including such ip&tnunenta 111 may 'bo :required by the: laws of 

any jurisdiction, now in ctl'eqt or hcrcmaftu enacted, 1bat may affect the rights of the 

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

cre&ted by this SettJCIIlent Agreement. 

4.16 Entire AJI'cement. The' Partie& hereto further agree IUid promise tliiit this 

Settlement Ag~ecment sets forth the c:ntirc agreelllDllt betwoen and among th:: Partie& and 

fully supersedes IIJlY and an prior negotiations. agre~cnts or undorstnruliDgs made 

betWeen. or among the Parties. Thia agzec:ment shall not. be modified except in a writing 

· signed by the Parties or their authorized rcprcscntativcs. 

IN WITNESS WHEREOF, and intendio_g to be legally bo'Ulld hereby, the Parties 

b&vc executed this Settlement Agreement as of the date set f~rth in the open]ng paragtllph 

of this Settlement Agreement. 

DATED: November t1. 2008 

APPROVED AS TO FORM 

707l71.1 

SULMBYER KUPETZ 

\..., Ma 

Attorneys for Defendants, CALUSTO O:R! ,INC., 

a Califoroia cocyontion; CAWSTO GROUP, INC. 

dba METRO LBNDING SERVICES; and l'R.MA 

AVJ.:£.1AN 
t 

• 

DATED: November .tf.. 2008 

DATED: November~ 2008 

DATED: November__. 2008 

APPROVED AS TO FORM 

DATED: November_. 2008 

707l7ll 

-------------·· ----

Page 198 

( 

CA.I..l.lSTO GROUP, INC. and CALLISTO IJROUP, 

INC., dllaMBTRO LBNDrnG SERVICES · 

By:...._____l ------J~ 

ANDERSON. McPHARLIN & CONNERS LLP 

By. --~~~~~==~==~------- VANESSA H. WIDENER 

Attorneys for Plaintiff, . 

FEDERAL DEPOSIT INSURANCE 

OORPORA TION, as ConseiVlrtor for 

INDYMAC FEDERAL BANK, F.S.B. fonncrly known 

as INDYMAC BANX. F.S.B. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS CONSERVATOR FOR INDYMAC FEDERAL 

BANK,F.S.B formerly known a11 INDYMAC BANK, 

F.S.B. 

By: --~~~-------------------- Ignacio Gome:r. 

Vice President 

(b)(6) 

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

I , 

DATED: November_, 2008 

DATED: November_, 2008 

(\ 

DATED: November '~~ liJ, 2008 

APPROVED AS TO FORM 

DATED: November_, 2008 

707lr.ll 

Page 199 

\ . 

CALLISTO GROUP, INC. and CALLISTO GROUP, 

INC., dba METRO LENDING SERVLCES 

By: 

Signature 

Type/Print Name and Title 

By: ---------------------------- IRMA AV AKlAN 

ERSON, McPHARLIN & CONNERS LLP 

(b)(6) 

eys or Plaintiff, 

DEPOSIT INSURANCE 

CORPORATION, as Conservator for 

INDYMAC FEDERAL BANK, F.S.B. fonnerly known 

as INDYMAC BANK, F.S.B. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS CONSERVATOR FOR INDYMAC FEDERAL 

BANK,F.S.B fonncrly known as INDYMAC BANK, 

F.S.B. 

By: ---~:..tiL~~-· __ Ignacio Gomez 

Vice President 

SE1TLEMENT AGREEMENT 

P~gc 9 of9