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Milenewicz 831-674-1153 p.1 

SETTLEMENT AGREEMENT AND GENERAL RELEASE 

This Settlement Agreement and General Release (the "Agreement'• or .. Settlement 

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

Receiver of Downey Savings and Loan Association, F.A. C'FDIC as Receiver" and "Dov.11ey 

Savings" respectively), on the one hand, and Defendant Ana Milenevvicz ("Defendant" or 

"MILENEWICZ")~ 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 herem 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, MILENEWICZ (the "'IMARC Action"). On or 

about Aprill4, 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. 1-08-CV-11 0663. On 

December 15, 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 1he IMARC Case. 

B. On June 7, 2010t FDIC as Receiver filed its First Amended Complaint (the 

"Complaint") in the IMARC Case against Innovia Estates And Mortgage Corp. ( .. Jnnovia")t 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. Luc.i1a Relucio. An Individualt 

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

Charlita V. Coipus, An Individual. Yin Phin, An lndividuaJ, Jose Luis Vera, An Individual, 

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

Juan Carlos Alfaro. an individual. MILENEWICZ and DOES 1-20. 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 

MILENEWICZ. 

c. MILENEWICZ denies all liability for such allegations made in the Complaint; and 

SE'ITLEMENT AGREEMENT 

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Milenewicz 831-674-1153 p.2 

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

claims that were asserted in or could have been asserted against MILENEWICZ in the Action. 

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

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

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

the part ofMJLENEWICZ, but the Settlement Agreement is made by and on behalf of 

MILENEWICZ for the sole purpose of terminating the conlroversies which exist between the 

Parties and avoidiog the expense and inconvenience <tflitigation. 

E. MILENEWICZ has represented to the FDIC as Receiver that she has no ability to pay 

a judgment or settlement. Such representations were made, inter alia, in a docwnent entitled. 

"FINANCIAL STATEMENT., submitted by MILENEWICZ dated July 2, 2010 (the "Financlal 

Statement"). FDIC as Receiver agreed to enter into this Agreement in reliance upon such 

representations and such document, and the Parties wish to provide for refiling or reinstitution ofthe 

Action if it is discovered that any representations or infQllllation in such document are materially 

untrue or misleading. 

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 of transactions that underlie the 

Action, on the temts 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. 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 lhe part of their predecessors, successors 

in interest, agents, parent corporations. subsidiaries, affiliates, present and former O\\ners, present 

and former shareholders, present and former members, p~esent 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. 

2. Releases. FDIC as Receiver and MILENEWICZ fully and forever release aod 

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 (coJlectively, the "Claims"). Notwithstanding the foregoing, this release does not and is 

not intended to release cJaims or actions, if any, arising ftom or relating to properties or loans other 

than the loans and properties securing them alleged in the Complaint. 

SETTI..EME!NT AOREEMENT 

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Mllanewioz 831-674-1153 p.3 

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

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

Action or otherwise as against any nonsettling 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 Against ReceivershiJ!.. All Settling Parties waive their right, if any, to 

file a claim against the receivership estate ofDo'WD.ey 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 MILENEWICZ 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 mspecl to exist in his or her favor at the time of executing the release, which if 

known by him or her must have materially a.ffocted his or her setllemem 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 MILENEWICZ. Forth~itb upon execution of this 

Agreement, Plaintiff shall fi1e a request for dismissal without prejudice of the Complaint as against 

MILENEWICZ and provide MILENEWICZ with a confonned copy after entry of dismissal is made 

by the Cowt. 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. Re.presentations Re: Financial Ability to Pay. MILENEWICZ acknowledges and 

agrees that Plaintiff is relying upon the representations in the Financial Statement in entering into 

this Agreement and would not have entered into this Agreement if such representations had not been 

made or were materially untrue or misleading. If it is determined after the execution hereof that 

such representations were in any way materially untrue or misleading, then, notwithstanding any 

otlR!r provision of this Agreement, MILENEWICZ agrees that the releases herein shall be revoked. 

nun, void and of no effect and that Plaintiff or any successor interest to Plaintiff may file, refile or 

reinstitute against MILENEWICZ any and all suits, proceedings, actions or claims which in any way 

relate to or arise from the allegations of the Complaint. In case Q( such filing, refiling or 

reinstitution, MILENEWICZ 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. 

SETJ'!.EMI:."NT AGREeMENT 

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Mllenewicz 831-674-1153 p,4 

7- Confidentiality. MILENEWlCZ, his employ~ representative&y agents, attorneys, 

and accountants, represent and agree: that it 'Will keep the terms and contents of this Agreement 

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

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

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

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

her employees,. representatives. agents, attorneys, cr accountants to maintain the confidentiality cf 

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

constitute a material breach of this 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. 

7.1 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 182l(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 Attomevs' 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 ofLiability. Neither the existence of this Agreement nor the conduct 

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

'\\1latsoever on the part of the Parties. 

10. lnteroretation. 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 ( collectiveJy "Third Party"}, other 

than the Settling Parties. Nor shall any provision herecf afford any Third Party any right of 

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

12. Informed Consent. Each Party acknowledges that it has selected. or been afforded 

the opponwtity 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 

~NT AGREEMENT 

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Milenewicz 831-674·1153 p.5 

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

this Agreement vollDltarily,. v.1th 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. Flll:ther Assmances. 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 sball 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. Com.plere Instrument. This Agreement contains the complete understanding made 

between or among the Settling Parties with respect to the claims being settled and Icleased 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 oonnecti.on 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. Col.mterga.rts. 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. Syccesso:rs 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. 

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(b)(6) 

Milenewioz 831-674-1153 p.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 W11NESS WHEREOF, each of the Wldersigned Settling Parties has executed this 

Agreement effective as of the last date set forth below. 

DATED: ______________ __ 

DA TED:.~5"-"'4--/.L...I.</fl==-./f----J/J.-\-(_ I 1 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER OF 

DOWNEY SAVINGS AND LOAN 

ASSOCIATION, F.A. 

By: Kevin Wheelwright, Section Chief 

Professional Liability and Financial Crimes 

Section 

ANA MiLENEWICZ 

SETTLEMENT AGREEMENT 

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