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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAlMS 

THIS SETTLE:tv1ENT AGREEMENT AND RELEASE OF ALL CLAIMS 

("Settle~~<mt gq~ ~1~n ") j~ ent~.r.~d .irill> . ~twe~n.. .. the Federal Deposit .lnsuran_c.e 

Corporation (';FDIC"). soleJy in its capacity as receiver for Home Savings of America 

("FI)[C-R"), on the one hand. and Voyage Financial Group, Inc. ("Voyage"), W. Paul 

Ueckert c·Mr, Ueckert'~), Corinthian Title Company c·corinthian"), and Lenderlive 

Settlement Services, LLC ('"Lenderlive") on the other hand (each a ''Party" and 

collectively the "Parties"). 

RECITALS 

A. On March 16, 2011, Home Savings of America ("Home Savings"), a 

federal savings and loan association, filed a Complaint For Damages with ~he Superior 

Court of California, County of Orange, Case Number: 30-201 1-00458470, entitle~ Home 

Savings of America v. Voyage Financial Group, Inc. dba Voyage Home Loans, a 

California corporation.: Paul Ueckert aka W. Paul Ueckert aka William Paul Ueckert1 an 

individual; Elender Escrow, Inc., a California corporation; Blender Services, LLC; a 

California limited liability company; Russell Bisantz, an individual; Dana Wombles, an 

individual; Jfarty 0 'Leary, an individual; Remy Shum aka Nemy Shum, an individual; 

Accurate Holding Group, LLC, a California limited liability company; Bisantz 

Enterprises, Inc., a California corporation,· Corinthian Title Company, a California 

corporation; and Does 1-.10 (the "State Action"). 

B. On or about June 13, 2011, Home Savings tiled a First Amended Complaint 
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in the State Action, which~ among other things, added Lenderl]ve as a Defendant (the 

"'First Amended Complaint"), 

··· ··· ··· ···· C. · On or about February · 24, 2012, the 9ffice of the Comptroller of the 

Currency appointed the FDIC as receiver for Home Savings) i.e., FDIC-R. On or about 

March 13. 2012, pursuant to an Order of the Superior Court of California County of 

Orange, FDIC-R was substituted in as Plaintiff in the State Action's First Amended 

Complaint 

D. On March 16, 2012, FDIC-R removed the State Aciion from the Superior 

Court of California, County of Orange, to the United States District Court, Central 

District of California, Southern Division, which was given the case number: 8:12-cv00390-AG-AN(x) (herein collectively with the ··state Action," the '"Action"). 

NOW THEREFORE, in consideration of the mutual promises and good and 

valuable consideration set forth herein, the receipt and sufficiency of which is hereby 

acknowledged, the Parties to this Settlement Agreement hereby agree as follows: 

I. INCORPORATION OF RECITALS: The foregoing recitals contained 

in Paragraphs A through D, immediately above, are incorporated. herein by this reference 

as if set forth in full. 

2. CONSIDERATION AND DISM.ISSAL: In consideration for each and 

every one of the tenns and conditions of this SetLlement Agreement, including but not 

limited to the mutual Releases set forth in Paragraph 3, immediately below1 FDIC-R 

agrees to accept the total sum of $537,500.00 payable as foJiows: (a) the sum of 

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$465,000.00 from Voyage and Mr. Ueckert; (b) the sum of $50,000.00 from Corinthian; 

and (c) the sum of $22.500.00 from Lenderlivc. All such payments shall be made by 

direct wire·transferinaccordance withthe wireinstructionsbetowwithin30days·ofthe ·· 

full execution of this Settlement Agreement. Counsel for FD!CftR is hereby authorized 

and agrees to file a dismissal. with prejudice~ as to the other Parties within five (5) days 

of the receipt of the total sum of $537,500.00. Any Party who fails to timely make any 

required payment under this paragraph shall additionally owe interest on the unpaid 

portion at a rate of five percent per annum. 

Wire Instructions 

BANK: Federal Home Loan Bank of New York 

(b)( 

4

) :g~~:in~:J io~ F nrc N1ional Liquidation Account 

(b)(4)............. ACCOUNT.#:! .. I 

FIN 10427; Home Savings of America, Little Falls, MN 

Contact: Stuart Tonkinson; 972-761 ~81 05; Professional Liability 

(37100); DIF Fund 

3. RELEASES: 

a. FDIC·R. solely in its capacity as rece.iver for Home Savings, hereby 

releases any and all claims! disputes, issues, or matters of Home Savings to which 

FDIC-R succeeded as receiver. whether based on contract, tort or state statute: 

federal statute or any other law, regulation or like legal obligation, whether based 

on acts, errors or omissions, whether negligent, unintentional or intentional, 

whether kno\vn or unknown, including, without limitation, those which arise or 

could have arisen out of and/or relate to the subject matter of the Action, all as of 

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the effective date of this Settlement Agreement~ as against Portillo Consulting~ 

LLC ("Portillo);), Mr. Ueckert~ Voyage, Corinthian and Lenderlive, including 

. . ...... their -r.especti¥~ past .OF .present offiGefs, .past ·<* pr-esent-direetors, past-tlr-pr~sent 

shareholders~ past or present employees, past or present managers, past or present 

members, past or present agents, past or present insurersft and past or present 

attorneys, expressly including any community property rights of any person 

released and the spouse of such person (collectively, the "Defendant-Side 

Released Parties"). 

b. Mr. Ueckert, Voyage, Cori:p.thian, and Lenderlive hereby release FDIC~R, 

solely in its capacity as receiver for Home Savings, as we.IJ as FDIC-R~s past or 

present managers, past or present emp1oyees, past or present attorneys, and past 

or present agents (collectively, the .. Plaintiff-Side Released Parties·~) from any 

and all claims, disputes~ issues. or matters whether based on contract, tort or state 

statute, federal statute or any other law, regulation or like legal obligation, 

whether based on acts~ errors or omissions~ whether negligent, unintentional or 

intentional, whether known or unknown~ including, without limitation. those 

which arise or couid have arisen out of and/or relate to the subject matter of the 

Action, aU as of the effective date ofth.is Settlement Agreement. 

c. THE PARTIES SPECIF1CALL Y ACKNOWLEDGE THAT THEY HAVE 

BEEN ADVISED BY THEIR ATTORNEYS CONCERNING AND ARE 

FAMILIAR \\-1TH CALlFORNIA CIVIL CODE § 1542 AND 

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EXPRESSLY WAIVE ANY AND ALL RlGHTS UNDER BOTH (I) 

CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES AS 

fOLLOWS: 

nA GENERAL RELEASE DOES NOT EXTEND TO CLAIMS 

WHICH THE CREDITOR .DOES NOT KNO\V OR SUSPECT· 

TO EXIST IN HIS OR HER FAVOR AT THE TlM.E OF 

EXECUTING THE RELEASE, \VHICH IF KNOWN BY HIM 

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR 

HER SETTLEMENT WITH THE D.EBTOR.'~ 

AND (2) ANY 011-IER LIKE FEDERAL OR STATE STATUTE 

OR LAW OF SIMILAR EFFECT TO THE FULL EXTENT THAT 

THE PARTIES MAY LAWFULLY WAIVE ALL SUCH RlGHTS 

AND BENEFITS PERTAiNING TO ANY CLAIMS THAT THEY 

MAY H.A. VE CONCERNING THE OPPOSING PARTIES, 

INCLUDING, BUT NOT LIMITED TO, THE CLAIMS, 

DISPUTES, ISSUES, OR MA TIERS COMPROMISED A~'D 

RELEASED HEREIN. 

The Parties acknowledge ihat they are aware that they may hereafter discover facts 

in addition to or different from those which they now know or believe to be true with 

respect to any claims that they may have concerning the opposing Parties, including, but 

not limited to, the claims, disputes, issues, or matters compromised and released herein. 

d. The releases set forth in Paragraph 3 shall extend to, be for the benefit of, 

and bind the Parties' respective predecessors and successors in interest. 

e. Notwithstanding any other provision of this Settlement Agreement and 

without conceding that any such claims or causes of action would otherwise be released, 

FDIC-R does not release, and expressly preserves fully and to the same extent as if the 

Settlement Agreement had not been executed~ any claims, disputes, issues, or matters: 

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1. Against the Defendant-Side Released Parties or any other person or 

entity for liability incurred as the maker, endorser or guarantor of 

... .. ..... manvpromissorv· note· or· indebtedness ···pavable or··owed··bvthem to . .,., ., .. ... 

FDIC-R, Home Savings, other financial institutions. or any other 

person or entity, including without limitation any claims acquired by 

!iDIC-R as successor in interest to Home Savings, or any person or 

entity other than Home Savings; 

ii. Against any person or entity not expressly released in this Settlement 

Agreement; 

m. Against Thomas Leto, Joslma Harmatz~ Eugene Quitasol, or any 

other person acting or purporting to act in the capacity as an officer 

or employee ofFDlC-R or Home Savings. However, Thomas Leto~ 

Joshua Hannatz and Eugene Quitasol are re.leased herein to the 

extent of their affiliated capacities. if any, with Voyage, Corinthian 

andior Lendertive. 

f. Notwithstanding any other provision of this Settlement Agreement, nothing 

in this Settlement Agreement shall be construed or interpreted as Hmiting, waiving, 

releasing or compromising the jurisdiction and authority of FDIC in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement proceedings seeking removat, prohibition, or any other administrative 

enforcement action which may arise by operation oflaw, rule or regulation. 

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g. Notwithstanding any other provjsion of this Settlement Agreement, nothing 

in this SettJement Agreement shall be construed or interpreted as limiting, waiving, 

l . . . . ·t.. p. . . • . h b . 1 • .c. b h f . . •••• • m •••••• -re·ea&mg-··Or--·compronustng tue art1es· ng ts to--·· ang a-·Cli:Um tOt' reac · o tms 

Settlement Agreement 

4. NO .PRIOR ASSI.GNMENTS OF CLAIMS/DISPUTES: Each of the 

Parties hereby warrants and represents to the other Parties that he, she or it is the sole 

owner of the claims, disputes, issues, or matters which are the subject of this Settlement 

Agreement. and that they have not heretofore sold, assigned, granted, transferred, 

conveyed or encumbered or purported to sell, assign, grant, transfer, convey or encumber 

to any person or entity the claims, disputes, issues, or matters being compromised and 

released hereby and that each Party believes he, she or it owns the claims. disputes, 

issues, or matters which he, she or it is releasing in this Settlement Agreement 

5. NO ADMISSION OF LIABILITY: The execution of this Settlement 

Agreement affects the claims set forth in the Action, all of which are contested and 

denied. This Settlement Agreement is a compromise and is not, and should not be 

construed as, an admission by any Party hereto of any liability of any kind to the other 

party for any purpose. Al1 of the Parties acknowledge that all of the other Parties 

expressly deny that he or she or it is in any way liable or obligated to any of the other 

Parties. 

6. ENTIRE AGREEMENT; This Settlement Agreement contains the entire 

understanding of the Parties as to the matters set forth herein~ and there are no 

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representations) covenants or undertakings other than those expressly set forth herein. 

Each of the Parties acknowledges that no other Party or any agent or attorney of any other 

··· · ··Party ·has··madeany promise; representation·or·warranty· v{h:atever § expressed·or implied 

or statutoryl not contained hereiny to induce him, her or it to execute this Settlement 

Agreement~ and he, she or it acknowledges that he, she or it has not executed this 

Settlement Agreement in reliance on any such promise, representation or warranty not 

specificatly contained herein. 

7. CONSTR UCTION: This Settlement Agreement shall in all respects be 

interpreted, enforced and governed by and under the laws of the State of California. This 

Settlement Agreement is to be deemed to have been jointly prepared by the Parties ' 

hereto, and any uncertainty or ambiguity existing herein shall not be interpreted against 

any of the Parties by reason of who prepared the Settlement Agreement, but rather 

according to the other rules of interpretation of contacts, if any such uncertainty or 

ambiguity exists. 

8. COOPERATION: All Parties agree to cooperate tulJy and to execute any 

and ali additional or supplementary documents and to take all additional actions that may 

be necessary or appropriate to give full force and effect to the tcnns and provisions of this 

Settlement Agreement and which are not inconsistent therewith. 

9. INTEGRATION: This Settlement Agreement is an integrated document. 

and is intended by the Parties as the tinal expression of their Settlement Agreement 

regarding the claims, disputes, issues, or matters compromised and released herein and as 

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a complete and exclusive statement of the terms and provisions thereof. Nothin.g other 

than this Settlement Agreement shaH be relevant or admissible to interpret, suppkment or 

.. ···¥a17' .. any .of.tbe.-te.t=ms -and-pr-o:v-i&ioos set-··fefth. -heEeitt·· A!~ -prief -dis&assiens; -ag-r-eement-s -·· · ·· 

and negotiations are hereby superseded by and merged and iucorp<:>rated into this 

Settlement Agreement 

10. MODif'IC;.\:I'lONS AND W AJVERS IN WRITING: No breach of this 

Settlement Agreement or any provision herein can be waived except by an express 

Yr'Titten waiver signed by all Parties to this Settlement Agreement. Waiver of any one 

breach shall not be deemed a waiver of any other breach of the same or other provisions 

of this Settlement Agreement. Any modifications, alterations or changes to this 

Settlement Agreement must be in \vTiting; signed by all Parties to this Settlement 

Agreement and approved in writing by their respective attorneys, if any. 

11. SEY£MBILITY OF TERMS AND PROVISIONS: If any tenn, 

provision, covenant. or condition of this Settlement Agreement is held by a final 

Judgment of a Court of competent jurisdiction or other lawful authority to be invalid, 

oid~ or unenforceable: (A) the remainder of the terms, provisions, covenants and 

restrictions of this Settlement Agreement shall remain in full force and effect and shaJI in 

no way be aflected! impaired or invalidated~ and (B) to the fullest extent possible, the 

provisions of this Settlement Agreement (including, without limitations, all provisions 

held to be invalid, illegal or unenforceable tbat are not themselves invalid, illegal or 

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unenforceable) shall be construed so as to give etfect to the intent manifested by the 

provisions held invalid, illegal or unenforceable . 

.. 12. . ... EXECUT..IONTN COUN:C.ERP.ARl'S: ·This Settlement .. Agreement may ........ 

be executed in any number of counterparts and by the Parties hereto in separate 

counterparts, each of which when so executed shall be deemed to be an original and all of 

which taken together shall constitute one and the same Settlement Agreement. Dellvery 

of an executed counterpart of a signature page to this Settlement Agreement by facsimile 

or email shall be as effective as delivery of a manually executed counterpart of this 

Settlement Agreement. The Parties agree that facsimile and email transmitted signatures 

shalt be accepted as original signatures with respect to tbis Settlement Agreement. 

13. HEADING~: The section headings of this Settlement Agreement are for 

convenience of reference only and shall not be deemed to alter or affect any provision 

hereof. 

14. EFFECTIVE DATE: This Settlement Agreement shall become effective 

immediately upon the execution by all Parties to this Settlement Agreement. 

15. BENEFIT OF COUNSEL: The Parties acknowledge, represent to the 

other Parties and agree that they are executing this Settlement Agreement after having 

received, from independent 1egal counsel of their own choosing. legal advice as to their 

rights hereunder and the legal effect thereof: or. having the opportunity to seek such 

advice, have declined to do so. 

16, ATTORNEYS' FEES: The Parties hereto agree and acknowledge that 

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they each shall bear their own attorneys' fees and costs in connection with the Action and 

the execution of this Settlement Agreement. However~ in the e-vent that any party hereto 

sha:U--i:rrstitute ·any-action or proceeding t(r enfot·c·e-··any ··rights granted under lliis 

Settlement Agreement, the prevailing party in such action or proceeding shaH be entitled, 

in addition to any other relief granted by the Court or other applicable body, to an award 

of reasonable attorneys' fees and costs. 

17. AUTHORITY: Each Party represents and warrants that it has the 

authority to enter into and execute this Settlement Agreement as its binding and legal 

obJ igation. 

IN WITh'ESS \VHEREOF, this Settlement Agreement is executed on the date set 

forth next to each person's signature as foUows. 

READ CAREFULLY .BEFORE SIGNING 

FEDERAL DEPOSIT INSlJRAL'JCE CORPORATION, 

SOLELY IN ITS CAP A CITY AS RECEIVER FOR 

HOME SAVINGS OF AMERICA 

(b)(6) r--

<Name: J ~' ~".fl JJtU .rt !--- -- Dated: Jq/ltltl~"j 2 7; !.?/ J 

Title: {.&tu ne J 

W . .PAUL UECKERT 

(b)(6) -----1L... -----· __________ _, 

W. PAUL UECKERT 

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VOYAGE FINANCIAL GROUP, INC. 

(b)(6) 

· · · HBatcd: · HH~~~~~l3 · ) 

1 arne: 

Title: -.. ~.-'B.L.-.! . .:::...es=:O.=eA:.....~-______ _ 

CORJNTHIAN TITLE COMPANY 

Dated: _____ _ 

Name: __ _ 

Title: __ ~ 

LENDERLIVE SETTLEMENT SERVICES. LLC 

Dated: _____ _ 

Name: ______________ __ 

Title:----------------

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VOYAGE FlNANCIAL GROUP) INC. 

Name: _ _ 

Title: ----------·---- ----

CORlNTl-IIAN TITLE CO:M.P ANY 

(b)(6), _ - -- ' 

Name: Z~ t:t~ V, A·lW, 

Tjtie: t ,....o 

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Dated: _____ _ 

Dated: _ __;' :.....?.:~.J~a r 3. 

LE"l\ITIERLIVE SETTI,EMENT SERVICES, LLC 

Dated: _____ _ 

Name: ------------------ Title:---·············-····-------

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(b )(6) 

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VOYAGE FINANCIAL GROUP~ INC. 

................................................. ·············· Dated:_····· ____ _ 

Name: 

Title; -------------------

CORINTHIAN TITLE COMPANY 

Name: ________ _ 

Title: _________ _ 

LENDERLIVE SETTLEMENT SERVICES, LLC 

·············~··································································· 

Nambe~:~\~-~~-Jre~~Mi~w~~--~---­

Title: ---T~~t~))fH'r~----

12 

Dated: _____ _ 

Dated: J.-.1 .(~