SETILEMENT AGREEMENT 

THIS SETTLEMENT AGREEMENT {"Settlement Agreement") is entered into 

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

between FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for 

INDYMAC BANK, F.S.B. ("FDIC-R") and SEAN KESIDSHY AN ("KESHlSHYAN''). 

The FDIC-R and KESIDSHYAN may hereinafter be referred to individually as a "Party" 

or collectively as the "Parties". 

l. RECITALS 

1.1 On or about AprilS, 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 California corpomtion; RITA 

MIRZAIAN, an individual, ARUTYUN KESillSHYAN, an individual; SEAN 

KESHJSHYAN, an . individual; and DOES 1 TIIROUGH I 0, inclusive, in the United 

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

(PLAx) (hereinafter "Action"). 

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

and KESHISHYAN. 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 Parties 

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

avoid the annoyance 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 forth above are incorpomted into the body of 

this Settlement Agreement as though fully set forth herein. 

2.2 Payment to the FDIC-R. Payment of Eighty Thousand Dollars imd 

no/cents ($80,QOO.OO) (the "Settlement Funds") shall be paid on behalfof KESHISHYAN 

to the FDI C-R. The Settlement Funds shall be paid on or before March 14, 2012. The 

Settlement Funds shall be made by wire transfer made ayable to: ''Mortgage Recovery 

Law Group Trust Account," Account Numbe · · - . - Routing Number: (b)(4) 

(b)(4) J J Reference: Minnax!Keshishyan Sett ement. 

2.3 In the event KESHISHY AN defaults by failing to make a timely payment 

to the FDIC-R as set forth in pamgraph 2.2 above, the FDIC-R shall give written notice 

SETILEMENT AGREEMENT Page I of6 
(b)(4),(b)(6) 

(b)(4),(b)(6) 

ofthe default to KESHISHYAN via e-mail or overnight mail to his attorneys of record as 

follows: Akop Balta Es ., 1201 N. Pacific Avenue, Suite 204, Glendale, California 

91202; telephon u e:Jrll!.j~ .....· ·· ····· · IKESHISHYAN shall have 

ten (I 0) days aft.er. wn en no tee of default is sent to Mr. Baltayan to cure the default. If 

KESHISHYAN 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 (l 0) business days of the FDIC-R's receipt ofthe Settlement 

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

ofKESHISHYAN only, from the Action with prejudice. 

2.S The Parties shall bear their own costs and attorneys' fees incurred in the 


Action. 


3. RELEASE 

3.1 Known and Unknown Claims. The FDIC-R and K.ESHISHYAN 

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) arising from or in conjunction with the Subject Property 

only. 

3.2 The Parties hereby expressly waive application ofCalifornia Civil Code 

§1542 or its Federal law equivalent as it relates to the Action. The Parties certify that 

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

which states in pertinent part 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 of executing the release, which if known by him or her 

must have materially affected his or her settlement with the 

debtor. 

3.3 The Parties understand and acknowledge that the significance and 

consequence ofits waiver of California Civil Code §1542 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 the 

Subject Property, but which that Party does not know exists, and which, ifknown, would 

materially affect that Party's decisi(jn to execute this release, regardless ofwhether that 

Party's lack ofknowledge is the result ofignorance, oversight, error. negligence, or any 

other cause. 

SETILEMENT AGREEMENT Page 2of6 
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, Anna Keshishyan, Joseph Kokikian, Silva Kok.ikian and any and all of its 

respective, employees, brokers, investors, members, partners, joint venturers, 

independent contractors, attorneys, accountants, 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 

ofevery 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 Mirmax Housing & 

Finance, Inc., Rita Mirzaian, and Arutyun Keshishyan, and it is understood and agreed 

that the release by the FDIC-R in favor ofreleased parties in this Agreement includes but 

is not limited to, all conduct related to the origination, servicing, payoff, purchase or sale 

ofthe at issue residential Mortgage Loan, the short sale, the subsequent sale of the 

Subject Property, and any and all other conduct or transactions known or unknown 

regarding the Subject Property and Mortgage Loan that were carried out by the released 

parties in this Agreement which directly or indirectly involved or affected IndyMac 

Bank, its successors or FDIC, to the full extent oflndyMac Bank's rights or the rights 

retained by the FDIC or Indy Mac Bank's successors as a consequence ofthe failure of 

lndyMac Bank. 

3.5 · Notwithstanding any other provision ofthis 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 KESHISHYAN arising 

out ofexisting or failed financial institutions other than IndyMac. 

3.6 Notwithstanding any other provision, this Settlement Agreement does not 

purport to waive, or intend to waive, any criminal 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 ofExecution. Each Party acknowledges and warrants that its 

execution ofthis Settlement Agreement is free and voluntary. 

SETILEMENT AGREEMENT Page 3 of6 
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 of all 

parts 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 of dispute shall be adjudicated, governed and controlled 


under California law. 


4.5 Attorneys Fees ud Costs. 

4.6 Severability. The Parties hereto agree that ifany provision of Ulis 

Settlerrlent Agreement is declared by any court to be illegal or invalid, the validity ofthe 

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. 

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

inure to the benefit ofthe Parties 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 Couuterparts/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 

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

shall be produced upon request. 

SETTLEMENT AGREEMENT Page4of6 
----·---~~~~~~~~-. 

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 of this 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 ofpam graphs herein are intended solely for the 

convenience of reference and shall not control the meaning or intetpretation ofany ofthe 

provisions of this 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 

instruments 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 ofthe 

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 ofthe date set forth in the opening paragraph 

of this Settlement Agreement. 

DATED: February .!f.., 2012 AKOPBALTAYAN 

APPROVED AS TO FORM 

(b)(6) 

By: 

Akop Baltayan 

Attorneys for Defendants SEAN KESillSHY AN 

DATED: February Ll..f, 2012 SEAN KESHISHYAN 

(b)(6) 

SsnLEMENTAGREEMrnNT PageSof6 
DATED: February 2-::l", 2012 


APPROVED AS TO FORM 


DATED: February~. 2012 

By: 

Maurie Wainer 

Attorneys for Plain ff FEDERAL DEPOSIT 

INSURANCE CORPORATION, as Receiver for 

INDYMAC BANK, F.S.B. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for INDYMAC 

BANK, F.S.B. 

(b)(6) 

Signature 

SETILEMENT AGREEMENT Page6of6