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SETTLEMENT AGREEMENT 

D 

THIS SETTLEMENT AGREEMENT ..("Se~lement Agreement") is entered 

into and made effective as of the ...£1h_day of-lUI\<201 0 ("Effective Date'), by and 

between FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for (b)(2) 

INDYMAC FEDERAL BANK, F.S.B. ("FDICIINDYMAC"), INVESTORS REALTY & 

MORTGAGE ("INVESTORS REALTY") and MIRWAIS AZADZOY. 

FDICIINDYMAC, INVESTOR'S REALTY and MIRWAIS AZADZOY inay hereinafter 

be referred to individually as a "Party" or collectively as the "Parties". 

1. RECITALS 

1.1 FDIC/INDYMAC's predecessor; INDYMAC BANK, F.S.B. 

("INDYMAC") and INVESTOR'S REALTY entered into a business relationship 

governed by a Customer Contract and e-MITS User Agreement (hereinafter 

"Agreement"). 

1.2 INVESTOR'S REALTY submitted to INDYMAC for funding the 

following six (6) loans identified by borrower name, loan number(s), principal amount(s) 

and address: 

(a) 

(b)(6) 	 $360,000 and $45,000, secured ~oerty 


Fremont; California (Loan Nos,- - and 


to INDYMAC on or about Decem er , 5. 


(b) CORTEZ LOAN- The loan to/ ----- uu/in the principal amount of (b)(6) 

$203,000'('cured !>x r property locatod atl n
 jModesto, CaiifClnlia_ (b)(6) (b)(6) - • 


(Loan No . . . and which was submitted to INDYMAC on or about January 23, 

2006. 

(c) DYSON LOAN- The loan td · -- -·-.. -- ·· lin the princiil 	 (b)(6) 

(b)(6) 	 amount ofS56o,ooo, securer bv real nmFrty located ad --- . . .. . _= (b)(6) 

Tracy, California (Loan No. · ·- jand which was submitted to INDYMAC on or 

about Au~ust 16, 2005. 

(d) 	 SANDLES LOANS- The loans tol · · jin tqe nrincinal (b)(6) 

(b)(6) (b)(6) 	 amounts ofS3S2,ooo and sss,ooo, secured by real ~o:erty toeated at I · -. I . ~enderson, Nevada (Loan Nos.! ...... -u n. . Iand which was

(b)(6) submitted to FDIC/INDYMAC on or about July 21>20 5. 

1.3 The six (6) loans described in paragraph 1.2 above are collectively 

referred to herein as the "SUBJECT LOANS". 

7114112.113936.113111.1 

SETTLEMENT AGREEMENT 

Page I of& 

5661.054 

ANSARI LOANS -The loans to=--------,;--f-L.:..:..:....=-=-===-==~ 

o ated a 

.________, 

(b)(6) 

(b)(6) 

(b)(6j 
1.4 FDICIINDYMAC claims that the SUBJECT LOANS contained 


misrepresentations in breach ofthe representations and warranties in the Agreement. 


l.S INVESTOR'S REALTY and MIRWAIS AZADZOY dispute 


FDICIINDYMAC's claims relating to the SUBJECT LOANS and reject all and any 


allegation made against them. 


1.6 On or about October 15, 2007, INDYMAC filed a lawsuit entitled 

INDYMAC BANK, F.S.B., as successor-in-interest to INDYMA(:, INC. vs. MIRWAIS 


AZADZOY, an individual; MIRWAIS AZADZOY. d.b.a. INVESTORS REALTY & 


. MORTGAGE,· INVESTORS REALTY & MORTGAGE, a California entity, form unknown; 

ZARMINA AZADZOY, an individual; WASIL A. GUDUS, an individual; DOES 1 through 

100, inclusive, in the Los Angeles County Superior Court, Case No. BC379093 

(hereinafter "Action") seeking damages arising out ofthe SUBJECT LOANS. 

1.7 INDYMAC tiled an Ex Parte application for a Writ of Attachment. The 

hearing on Writ of Attachment came on for hearing on November 29, 2007 before the 

Hon. Victor Greenberg. After reviewing the moving, opposing and reply papers, and 

hearing oral argument, the court granted INDYMAC's motion and issued a right to attach 

order. · 

1.8 The Parties subsequently entered into a stipulation to deposit the total 

sum of Six Hundred Sixty-Seven Thousand Two Hundred Forty One Dollars and 50/100 

($667,241.50) into a blocked interest bearing account at Wells Fargo Bank, 4850 

Barranca Parkway, Irvine, California 92604 and stipulated that said account at Wells 

Fargo Bank be frozen, with no withdrawals made from said account except pursuant to 

Court order. 

1.9 Pursuant to the Parties' stipulation and Court order thereon entered 

January 29, 2008, said funds were deposited to Wells Fargo Bank account nwnber 

5560126772. As of February 28,2010, the account balance was $684,887.41. 

1.10 The Parties desire and have agreed to settle all claims relating to the 

SUBJECT LOANS and 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. 

714512.113936.113211.1 

SETILEMENT AGREEMENT · Page2 ofS 

S662-0S4 
(b)(4),(b)(6) 

:u Payment to FDIC/INDYMAC. Payment ofTwo Hundred Five 

Thousand Dollars and no/cents ($205,000.00) (the "Settlement Funds") shall be paid on 

behalfofiNVESTOR'S REALTY to FDICIINDYMAC. Pursuant to the Stipulation of 

the Parties and order of the Court thereon, the Settlement Funds shall be paid to 

FDICIINDYMAC directly from the funds on deposit with Wells Fargo Bank, account 

number 5560126772. The funds in Wells Fargo Bank account number 5560126772 in 

the sum ofTwo Hundred Five Thousand Dollars and no cents ($205,000.00) shall be 

delivered by Wells Fargo Bank by certified funds to Anderson, McPhartin & Conners 

LLP Trust Account c/o Anderson, McPharlin & Conners, LLP at 444 S. Flower Street, 

31 51 Floor, Los Angeles, California, 90071, Attn: Vanessa H. Widener. The remainder of 

the funds in Wells Fargo Bank account number 5560126772 shall be returned by Wells 

Fargo Bank to INVESTOR'S REALTY by certified funds made payable to MIRWAIS 

AZADZOY and Wasil Qudus c/o Law offices ofChristopher K. Jafari, 1 Park Plaza, 

Suite 600,Jrvine,CA 92614, Phone!· ··· · I 

2.3 Within five (5) business days ofFDIC/INDYMAC's counsel 's receipt of 

the Settlement Funds, FDIC/INDYMAC shall file a request for dismissal ofthe 

Complaint with prejudice against all parties in this action except the Cross Complaint. 

2.4 Each Party agrees tluit Section 664.6 ofthe Code of Civil Procedure ofthe 

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

retain jurisdiction over the Parties to enforce this Settlement Agreement. 

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


Action. 


3. RELEASE 

3.1 Unknown Claims. FDICIINDYMAC and INVESTOR'S REALTY 

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 ofany type or 

nature (whether those injuries, damages, or losses arc known or unknown, foreseen or 

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

conjunction with the Action, the SUBJECT LOANS or arising from or in conjunction 

with any loans submitted by INVESTOR'S REALTY to INDYMAC pursuant to the 

Agreement. 

3.2 The Parties hereby expressly waive application of California Civil Code 

§1542. The Parties certify that they have read and understand 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 

714Sl2.lll936.113211.1 

SETTLEMENT AGREEMENT 

Page 3of& 

5662.054 
must have materially affected his or her settlement with the 

~ebtor. 

3.3 The Parties understand and acknowledge that the significance and 

consequence of its waiver of California Civil Code §1542 is that even if either Party 

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

Action, the SUBJECT LOANS or the Agreement or any facts or circumstances related to 

the Action, the SUBJECT LOANS or the Agreement, that Party will not be able to make 

any claim for those damages. Furthermore, each Party 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 Action, the SUBJECT LOANS or the Agreement, 

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. 

3.4 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 Party, and any and all of its respective, employees, brokers, investors, members, 

partners, joint venturers, independent contractors, attorneys, insurers, agents, investors, 

representatives, officers, directors, shareholders, independent contractors, 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 contro I, 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 of action, 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, the Action, the SUBJECT LOANS.or the 

Agreement 

3.5 Express Reservation from Releases by FDIC. Notwithstanding any 

other provision, by this Settlement Agreement, the FDIC does not release, and expressly 

preserves fully and to the same extent as ifthe Settlement Agreement had not been 

executed, (a) any claims or causes of action that do not arise from or relate to the Action, 

the SUBJECT LOANS or the Agreement, or the defense of the same, or {b) any action 

taken by any other federal agency. In addition, 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 ofJustice or the United States Attorney's Office in 

any federal judicial district. In addition, the FDIC specifically reserves the right to seek 

court ordered restitution pursuant to the relevant provisions of the Victim and Witness 

Protection Act, 18 U.S.C. § 3663, et seq., if appropriate. 

7&4SI2.183936.113211.1 

SETILEMENT AGREEMENT 

Pasc 4 ofB 

5662..054 
4. MISCELLANEOUS 

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

execution of this Settlement Agreement is free and voluntary. 

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 

of disputed claims. 

4.3 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 

4.4 Governing Law. The Parties agree to submit any dispute arising out of 

this Settlement Agreement, or related thereto, to the Courts of the City and County of Los 

Angeles, California or the United States District Court, Central District of California, 

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 and Costs. Should any action be commenced to enforce, 

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

Settlement Agreccment, 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. 

4.6 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 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 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. 

4.8 Review and Understanding. The Parties have entered into this 

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

and effect of all of its 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 

714512.113936.113211.1 

SETILEMENT AGREEMENT 


PageS or& 


5662.054 
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 Approval, Authority, and Nonassignment. The Part~es represent and 

warrant to one another that the approval ofthis Settlement Agreement has been 

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

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

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

the plural shall include the singular. 

4.11 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 

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

shall be produced upon request. 

4.12 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. 

4.13 Headings. The headings ofparagraphs herein are intended solely for the 

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

provisions of this Settlement Agreement. 

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


request of the 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. 

4.15 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. 

714SI2.1139l6.113lll.l 

SETILEMBNT AGREEMENT 


Page 6 of& 


5662.054 
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 

ofthis Settlement Agreement. 

DATED: March 1!1_, 20I 0 

APPROVED AS TO FORM 

By: 

CHRISTOPHER . JAFARI 

Attorneys for Defendants, 

MIRWAIS AZADZOY and INVESTORS REALTY & 

MORTGAGE 

DATED: March$. 2010 LTV &MORTGAGE

(b)(6) 

(b)(6) 

DATED: March~,2010 

DATED: March_, 20 I 0 


APPROVED AS TO FORM 


714512.183936.183211.1 

(b)(6) 

M 

ANDERSON. McPHARLl 

(b)(6) 

By: --------------------------­ VANESSA H. WIDENER 

Attorneys for Plaintiff, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for INDYMAC 

FEDERAL BANK, F.S.B. 

SEITLEMENT AGREEMENT 


Page 7 of8 


S662-0S4 
-#lv\1•1 ~ DATED: fvt.!reh .J!L, 2010 	 FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR INDYMAC FEDERAL BANK, 

F.S.B. 

(b)(6) 

By: ~n~~c~n~~~R~D~s~.~oi~L~r------_r------

Counsel, FEDERAL DEPOSfl' INSURANCE 

CORPORATION 

71m2.113936.113lll.l 

SETTLEMENT AGREEMENT 

Page 8 of8 

S662-0S4