SETTLEMENT AGREEMENT AND GENERAL RELEASE 

This Settlement Agreement and General Release (the "Agreement" or "Settlement 

Agreement") is entered into by and between PlaintiffFederal Deposit Insurance Corporation as 

Receiver of Downey Savings and Loan Association, F.A. ("FDIC as Receiver" and "Downey 

Savings" respectively), on the one hand, and Defendant Joseph Hai Dinh ("Defendant" or "DINH"), 

on the other hand. FDIC as Receiver and Defendant, including Defendant's respective assignees, 

subsidiaries, transferees, predecessors and successors in interest are collectively referred to herein as 

"Settling Parties" or individually as a "Settling Party." The signatories to this Settlement Agreement 

will hereinafter be referred to jointly as the "Parties." 

RECITALS 

This Settlement Agreement is entered into with respect to the following generalized facts: 

A. On November 6, 2007, Investors Mortgage Asset Recovery Company, LLC 

("IMARC"), filed its complaint herein in the Superior Court for the State of California, County of 

Orange, Case No. 07CC11683 against, inter alia. DINH (the "IMARC Action"). On or about April 

14, 2008, the IMARC Action was transferred to the Superior Court for the State of California, 

County of Santa Clara (the "Court") and assigned Case No. l-08-CV ~II 0663. On December 1 5, 

2008, IMARC assigned all of its right, title and interest in and to any and all claims arising from or 

related to the loans and claims alleged in the IMARC Case to FDIC as Receiver. On December 29, 

2008, the Court entered an order substituting the FDIC as Receiver for IMARC as Plaintiff in the 

IMARC Case. 

B. On April 10, 2008, FDIC as Receiver filed its First Amended Complaint (the 

"Complaint") in the !MARC Case against lnnovia Estates And Mortgage Corp. ("lnnovia"), A 

California Corporation, David Nguyen, An Individual, Geena Nguyen, An Individual, Ana 

Milenewicz, An Individual, Blanca Guardado, An Individual, Alison Huynh, An Individual, 

Anthony Nguyen, An Individual, Pauline Duong, An Individual, Lucita Relucio, An Individual, 

Silvia Magana, An Individual, Alejandro Lezama, An Individual, Dawn L. Tafoya, An Individual, 

Charlita V. Corpus, An Individual, Yin Phin, An Individual, Jose Luis Vera, An Individual, 

Refugio Martina Leyva, An Individual, Na Sona Kea, An Individual, Sengour Houy, An Individual, 

Juan Carlos Alfaro, an individual, DINH and DOES l-20, inclusive (collectively the "Defendants") 

(hereinafter the "Action"). 

B. The Action arose out of a series of mortgage loans secured by residential property 

brokered by Innovia and issued by Downey Savings to various borrowers as more specifically set 

forth in the Complaint. The Complaint alleges fraud, implied contractual indemnity, equitable 

indemnity, unjust enrichment, negligent misrepresentation, breach of fiduciary duty, breach of 

written contract, negligence per se and negligence against the Defendants, including DINH. 

C. DINH denies all liability for such allegations made in the Complaint; and the Parties 

desire to avoid the expense and inconvenience of litigation and resolve and settle all claims that 

SETTLEMENT AGREEMENT 

PAGEl OF 5 
were asserted in or could have been asserted against DINH in the Action. 

D. In entering into this Settlement Agreement, DINH admits no wrongdoing 

whatsoever. It is understood and agreed that this Settlement Agreement does not constitute and is 

not constructed as an acknowledgement of wrongdoing, liability, or responsibility in any form on 

the part of DINH, but the Settlement Agreement is made by and on behalf of DINH for the sole 

purpose of terminating the controversies which exist between the Parties and avoiding the expense 

and inconvenience of litigation. 

E. DINH has represented to the FDIC as Receiver that no insurance exists which did, 

does or might provide coverage for the claims asserted in the action. FDIC as Receiver agreed to 

enter into this Agreement in reliance upon such representations, and the Parties wish to provide for 

refiling or reinstitution of the Action if it is discovered that such insurance does exist. 

Settling Parties each desire to settle and terminate the dispute existing between and among 

them as outlined in the Action as well as all other known or unknown claims they each might have 

concerning any of the facts surrounding the transaction, or series oftransactions that underlie the 

Action, on the terms set forth below. 

AGREEMENT 

NOW THEREFORE, for good and valuable consideration, including the mutual covenants 

and conditions contained herein, the Settling Parties agree as follows: 

1. Settlement Amount. DINH shall deliver payment to Plaintiff's counsel in 

immediately available funds payable to "Law Offices of Albert J. Tumpson, Trust Account", in the 

total amount ofThirty Thousand Dollars and no/100 ($30,000.00) ("Settlement Payment") on or 

before June 1, 2011. The Settlement Payment shall be delivered to Albert J. Tumpson, Law Offices 

of Albert J. Tumpson, 9595 Wilshire Blvd., Suite 305, Beverly Hills, CA 90212. 

2. Compromise. The Parties agree and acknowledge that this Agreement is the result of 

a compromise of disputed claims and is not intended to be an admission by the Parties of any 

liability, wrongdoing, or responsibility on their part or on the part of their predecessors, successors 

in interest, agents, parent corporations, subsidiaries, affiliates, present and former owners, present 

an4 former shareholders, present and former members, present and former principals, present and 

former officers, present and former directors, or present and former attorneys. Indeed, the Parties 

expressly deny any such liability, wrongdoing or responsibility. 

3. Releases. Conditioned upon delivery ofthe Settlement Payment, FDIC as Receiver 

and DINH fully and forever release and discharge each other, and their respective assignees, 

subsidiaries, transferees, predecessors and successors in interest (Releasee(s)), from and against all 

known actions, proceedings, causes of action, claims for relief, demands, rights, interests, damages, 

losses, costs, expenses, disbursements (including attorneys' fees and costs), obligations, liabilities 

and other claims of every nature whatsoever arising from or related to the transaction, or series of 

transactions alleged in the Complaint (collectively, the "Claims"). Notwithstanding the foregoing, 

SETTLEMENT AGREEMENT 

PAGE2 OF 5 
this release does not and is not intended to release claims or actions, if any, arising from or relating 

to properties or loans other than the loans and properties securing them alleged in the Complaint. 

3.1 No Release of Non-Settling Parties or Non-Releasee(s). Nothing contained 

herein shall be interpreted as a release or dismissal of any claims or causes of action asserted in the 

Action or otherwise as against any nonsett1ing party or non-Releasee FDIC as Receiver expressly 

reserves the right to prosecute any and all claims and causes of action as against any non-settling 

party or non-Releasee. 

3.2 Claims Aeainst Receivership. All Settling Parties waive their right, if any, to 

file a claim against the receivership estate of Downey Savings and Loan Association, F.A. and any 

proofs of claim already filed shall automatically be deemed withdrawn. 

4. Waiver of Civil Code Section 1542. FDIC and DINH expressly agree that this 

Agreement extends to all Claims which arose prior to the execution of this Agreement, whether set 

forth in a demand letter, pleading, charge, or complaint referred to herein. Each of the Settling 

Parties expressly waives and relinquishes any and all rights and benefits conferred on them by 

California Civil Code §1542 which states: 

"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 lime of executing the release, which if 

known by him or her must have materially affected his or her settlement with the 

debtor." 

The parties acknowledge and agree that this Release pertains only to Claims and Actions which 

pertain to or arise from the allegations of the Complaint, and the entire Action. 

5. Dismissal of Action As Against DINH. Forthwith upon receipt of the Settlement 

Payment in good and sufficient funds as specified in section l above, Plaintiff shall file a request for 

dismissal without prejudice of the Complaint as against DINH and provide DINH with a conformed 

copy after entry of dismissal is made by the Court. Except as otherwise provided herein, Plaintiff 

agrees not to file, refile or otherwise reinstitute any suit, proceeding or claim in any way related to or 

arising from the allegations of the Complaint. 

6. Representations Re: Insurance. DINH represents and warrants to Plaintiff that there 

is not now, nor has there ever been any policy of insurance through which DINH was, is or might be 

insured in any manner against any of the damages, claims or actions alleged in, related to or arising 

from the allegations of the Complaint. DINH acknowledges and agrees that Plaintiff is relying upon 

such representation and warranty in entering into this Agreement and would not have entered into 

this Agreement if suc.h representation and warranty had not been made or were untrue. If it is 

determined after the execution hereof that such representation or warranty was in any way untrue or 

that any such insurance exists, then, notwithstanding any other provision of this Agreement, DINH 

agrees that the releases herein shall be revoked, null, void and of no effect and that Plaintiff or any 

successor interest to Plaintiff may file, refile or reinstitute against DINH any and all suits, 

proceedings, actions or claims which in any way relate to or arise from the allegations of the 

SElTLEMENT AGREEMENT 

PAGE30F5 
Complaint. In case of such filing, refiling or reinstitution, Plaintiff covenants not to execute against 

or attempt to collect from DlNH any judgment or other award entered or issued as a result thereof, 

and DINH agrees to, and hereby does, waive and relinquish any defense to such filed, refiled or 

reinstituted suit, proceeding, action or claim based upon the passage of time, laches or any statute of 

limitations. The covenant not to execute or attempt collection recited in this Paragraph is intended 

to and does apply to DINH only, and does not extend to any other Defendant or any other person or 

entity, including, but not limited to, any insurer. 

7. Confidentiality. DINH, his employees, representatives, agents, attorneys, and 

accountants, represent and agree that it will keep the terms and contents of this Agreement 

completely confidential, and will not disclose any information concerning this Agreement, or 

concerning the negotiations leading up this Agreement, to anyone except as required by ·Jaw and/or 

court process, or to parties who reasonably must be informed of the terms of the Agreement and 

who will be advised of, and bound by, this confidentiality clause. Any failure by DINH, his 

employees, representatives, agents, attorneys, or accountants to maintain the confidentiality of the 

negotiations leading to this Agreement, or the fact of, or the terms of, this Agreement shall 

constitute a material breach ofthis Agreement, and all Parties injured by such failure shall be 

entitled to recover damages, as well as reasonable attorneys' fees and costs incurred in connection 

with any action to recover such damages. 

7 .I Notwithstanding the foregoing confidentiality provision, the parties each 

acknowledge and agree that this paragraph has no application or impact on the FDIC, that pursuant 

to 12 USC Section 1821 (s) the FDIC may not enter into any agreement which prohibits the FDIC 

from disclosing the terms of any settlement, and that by executing this Agreement the FDIC and its 

officers, directors, employees, attorneys, successors, assigns and/or agents are not and shall not be 

prohibited from disclosing any or all of the facts at issue in the Action, and/or the terms of this 

Settlement Agreement. 

8. Waiver of Attorneys' fees and costs. Upon execution of this Agreement, each of the 

Settling Parties shall bear his or its own attorneys' fees and costs in the Action. 

9. No Admission of Liability. Neither the existence of this Agreement nor the conduct 

of any of the Parties shall constitute or be construed as an admission of liability or any wrongdoing 

whatsoever on the part of the Parties. 

10. Interpretation. In the case of any uncertainty or ambiguity regarding any part of this 

Agreement, the language shall be construed in accordance with its fair meaning rather than being 

interpreted against the party who caused the uncertainty to exist. Each Party acknowledges that he 

or it has had the opportunity to review this agreement, to consult with counsel, and to negotiate the 

terms hereof, and agrees that any rule, law or holding which would mandate or have the effect of 

construing this agreement against the drafter hereof shall not be applied hereto. 

11. Parties in Interest Except as expressly stated in this Agreement, nothing in this 

Agreement, whether express or implied, is intended to confer third-party beneficiary status or to 

otherwise confer any rights or remedies on any person or entity (collectively "Third Party"), other 

SETTLEMENT AGREEMENT 

PAGE4 OF 5 
than the Settling Parties. Nor shall any provision hereof afford any Third Party any right of 

subrogation, indemnity, contribution, set-off or action over and against any party to this Agreement. 

12. Informed Consent. Eac~ Party acknowledges that it has selected, or been afforded 

the opportunity to select, an attorney of its choice to review this Agreement and all related matters. 

Each Party declares that such party has received sufficient information, either through such Party's 

own legal counsel or other sources of such party's own selection, so as to be able to make an 

intelligent and informed judgment to enter into this Agreement. Each party further states that each 

has read this Agreement in its entirety prior to executing this Agreement, and that each has executed 

this Agreement voluntarily, with competence and capacity to contract and with knowledge of the 

terms, significance and legal effect of this Agreement. By executing this Agreement, it is 

understood by each party that substantial rights may be compromised and/or waived in their entirety. 

13. Further Assurances. The Settling Parties shall execute all documents and perform all 

acts necessary or appropriate to effectuate the performance of this Agreement. 

14. Severability. It is intended that any portion of this Agreement shall be treated as 

separate and divisible, and if any paragraphs are deemed unenforceable, the remainder shall 

continue to be in full force and effect so long as the primary purpose of this Agreement is 

unaffected. 

15. Complete Instrument. This Agreement contains the complete understanding made 

between or among the Settling Parties with respect to the claims being settled and released by this 

Agreement. This Agreement cannot be amended or modified in any manner except by a writing 

executed by each of the Settling Parties or by their valid successor(s). Each of the Settling Parties 

acknowledges that no representations, warranties, covenants, assurances or other promises not 

specifically set forth in this Agreement have been made by any party in connection with the subject 

matter of this Agreement, nor is any party relying on any such conduct in entering into this 

Agreement. Any negotiations or other communications between the Parties relating to the subject 

matter of this Agreement are of no force or effect and are superseded by this document. 

16. Counterparts. This Agreement may be signed in counterparts, and each counterpart 

shall have the same force and effect as though the signatures were contained in a single document. 

A faxed or electronically transmitted signature shall be considered an original signature for all 

purposes under this Agreement. 

17. Time of Essence. Time is of the essence of each provision of this Agreement 

wherein time is a factor. 

18. Successors and Assigns. The provisions of this Agreement shall bind and inure to 

the benefit of the parties hereto and their respective successors and permitted assigns. 

19. Applicable Law; Jurisdiction; Venue. This Agreement shall be governed by and 

construed in accordance with the laws of the State of California. Venue shall be the courts located 

in Orange County, California, in accordance with applicable law. 

SElTLEMENT AGREEMENT 

PAGES OF 5 
(b}(6) 

19. Enforcement of Settlement and C.C.P. §664.6. The Settling Parties further agree that 

the Santa Clara County Superior Court in the Action shall retain jurisdiction over this case for all 

purposes pursuant to California Code of Civil Procedure §664.6. 

IN WI1NESS WHEREOF, each of the undersigned Settling Parties has executed this 

Agreement effective as of the last date set forth below. 

DATED: ~Itt~~~_( FEDERALDEPOSITINSURANCE 

I CORPORATION AS RECEIVER OF 

DOWNEY SAVINGS AND LOAN 

ASSOCIATION, F.A. 

By: Kevin \Jiheelwri!:!ht Section Chief 

Prof~onal Liability and Financial Crimes 

Section 

DATED: ________________ _ 

JOSEPH HAl DINH 

SETrLEMENT AGREEMENT 

PAGE60F 5 
(b)(6) 

IN WITNESS WHEREOF, each of the undersigned Settling Parties has executed this 

Agreement effective as of the last date set forth below. 

DATED: ________ _ FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER OF 

DOWNEY SAVINGS AND LOAN 

ASSOCIATION, F.A. 

By: Kevin Wheelwright, Section Chief 

Professional Liability and Financial Crimes 

-I 

~JO-S~E-P~~H-A-Itl~-r-~-~~------------~ ._/ 

SElTlEMINT AGREEMF.NT 

PAGE60F5