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HomeMy WebLinkAbout03-2568Kevin J. Handy I.D. No. 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 (215) 994-4000 Attorney for Petitioner Stone Street Capital, Inc. IN RE: STRUCTURED SETTLEMENT PAYMENT RIGHTS OF VICKIE DAVIS CUMBERLAND COUNTY COURT OF COMMON PLEAS TERM, 2003 No. O_:I -..~_ ~'~ PETITION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS This Petition is filed on behalf of Vickie Davis ("Petitioner"), by Stone Street Capital, Inc., ("Stone Street") by and through Dechert LLP, counsel for Stone Street Capital, Inc. This petition is joined by Stone Street. Petitioner hereby presents this Petition for approval of a transfer of structured settlement payment rights pursuant to the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001, et. seq., and, in support thereof, alleges as follows: 17013. 1. Vickie Davis is an aduR residing at 111 West South Street, Carlisle, PA 2. Stone Street is a Pennsylvania corporation which has its principal office address at 7316 Wisconsin Avenue, Suite 500, Bethesda, MD 20814. 3. By the terms of the Settlement Agreement and Release ("Settlement Agreement"), by and among Vicki Thorson, United Telecommunication Services, Vicki Finkenbinder and Continental Insurance Company, the Petitioner became entitled to receive periodic payments under a structured settlement. The settlement obligor is Continental Insurance Company ("Obligor"). The Settlement Agreement is not attached because it is contains a confidentiality provision. A copy can be made available for inspection of the Court. 4. Pursuant to the Settlement Agreement the Obligor promised certain payments to the Petitioner. 5. To fulfill its obligations under the Settlement Agreement, the Obligor directed ING Life Insurance and Annuity Company to make the required payments to Petitioner on its behalf. Those payments are made under annuity contracts numbered WS 19456-1A and WS 19456-1B. 6. Petitioner, desiring to secure a current lump sum payment in lieu of future payments she would otherwise receive pursuant to the Settlement Agreement, agreed to transfer to Stone Street Capital, Inc., and its successor(s) or assign(s), all right title and interest in and to one hundred twenty (120) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2003 through and including the final payment on July 9, 2013; plus one (1) lump sum payment often Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1) lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009. 7. The Petitioner has executed a Periodic Payment Right Purchase Agreement ("Purchase Agreement") dated May 15, 2003. A true and correct copy of which is attached hereto as Exhibit A and is incorporated herein. Pursuant to the Purchase Agreement between Petitioner and Stone Street, Stone Street or its successor(s) or assign(s) shall receive the payments referenced in paragraph 6 above. 8. Stone Street provided the Petitioner with a Disclosure Statement more than 10 days prior to the date on which the Petitioner was first to incur obligation with respect to the transfer as required under 40 P.S. § 4003(a)(2). A tree and correct copy of the Disclosure Statement is attached hereto at Exhibit B and incorporated by reference herein. 9. The total amount of the payments purchased is One Hundred Fourteen Thousand and 00/100 Dollars ($114,000.00). 10. The gross payment to the Petitioner is Fifty Five Thousand Two Hundred Seventy Six and 00/100 Dollars ($55,276.00). 11. The net amount payable to the Petitioner is Fifty Two Thousand Seven Hundred Seventy Six and 00/100 Dollars ($52,776.00). 12. This transfer complies with the requirements of 40 P.S. 4001, et seq. and does not contravene any other applicable Federal or State statutes or regulations or any applicable law limiting the transfer of workers' compensation claims. 13. Timely written notice of the transfer and of the transferees' name, address, and taxpayer identification number was given to the annuity issuer and the structured settlement obligor pursuant to 40 P.S. § 4003(a)(6). A tree and correct copy of the notice is attached hereto as Exhibit C and incorporated by reference herein. 14. The Petitioner has executed a separate written acknowledgment expressly waiving independent legal advice regarding the implications of the transfer, including consideration of the tax ramifications of the transfer. A tree and correct copy of the acknowledgment is attached hereto at Exhibit D and is incorporated by reference herein. 15. The Petitioner was provided with the "IMPORTANT NOTICE" in the form and manner prescribed by 40 P.S. § 4003(b). A tree and correct copy of the notice is attached hereto at Exhibit E and is incorporated by reference herein. 16. A favorable tax result is in effect and no court or responsible administrative authority has previously approved the structured settlement. 17. The transfer is in the best interest of the Petitioner taking into account the welfare and support of her dependents. WHEREFORE, having satisfied all applicable statutory requirements for the transfer of the structured settlement payment rights identified in this Petition, the Petitioner respectfully requests that this Honorable Court grant the instant Petition and enter the attached Order. Dated: May ~o, 2003 Philadelphia, PA Respectfully Submitted: K~v~'n J. Hanc~[y~ -t~2::~ I.D. Number 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 (215) 994-4000 Attorney for Petitioner Stone Street Capital, Inc. DEC 13 2000 lO:52PM STONE STREET CAPITAL, IHC 301-951-2133 po2 State of Maryland ' County of Montgomery ' VERIFICATION ADAM SHAPIRO, b~ing duly sworn, deposes and says: I am the Chief Operating Officer of Stone Street Capital, Inc., a pennsylvania corporation, and am authorized to make this verification on it~ behalf. I have read the foregoing Petition and know the contents thereof. The facts contained therein are true to my knowledge, except as to those matters therein stated to be on information and belief, and as to those matters, I believe them to be true. Swom to befom me this2/_~._~day of ~'~- ,20O3. Affidavit of Vickie Davis STATE OF PENNSYLVANIA COUNTY OF SS. I, Vickie Davis, being duly sworn, upon my oath, depose and say: 1. I am an adult residing at 111 West South Street, Carlisle, PA 17013 By the terms of a Settlement Agreement and Release ("Settlement Agreement") dated on or about June 1994, I became entitled to receive periodic payments under a structured settlement o o The settlement obligor is Continental Insurance Company Desiring to secure a lump sum payment in lieu of a portion of the periodic payments I would otherwise receive pursuant to the Settlement Agreement, I executed a Periodic Payment Right Purchase Agreement ("Purchase Agreement") dated May 15, 2003 in which I agreed to transfer to Stone Street Capital, Inc. and its successor(s) or assign(s), the following payments: One hundred twenty (120) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2003 through and including the final payment on July 9, 2013; plus one (1) lump sum payment of Ten Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1)lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009. I received a Disclosure Statement at least 10 days prior to the date on which I was first to incur obligation with respect to the transfer I waived independent legal advice regarding the implications of the transfer, including consideration of the tax ramifications of the transfer Prior to entering the Purchase Agreement I was provided with a separate sheet stating "IMPORTANT NOTICE: You are strongly urged to consult with an attorney who can advise you of the potential tax consequences of this transaction." I have evaluated the transaction and determined that it is in the best interests of myself and my dependants 9. I understand and agree that upon entry of an order allowing the transfer of the payments referenced above I will no longer receive those payments DATED: Vickie Davis SUBSCRIBED, SWORN TO ~CKNOWLEDGED before me this /~'day of/~t~ 2003 by Vickie/~a~/~. // // ~N~ Pu~/ '// ..... ~ Pdnt Name Here: My Commission Expires: Exhibit A PERIODIC PAYMENT RIGHT PURCHASE AGREEMENT THIS PERIODIC PAYMENT RIGHT PURCHASE AGREEMENT (this "Agreement") is dated and effective as of the date set forth on Schedule "A" hereto, and is being entered by and between the person or persons whose name(s) and address(es) are set forth on Schedule "A" hereto as the "Seller" (the "Seller"), and Stone Street Capital, Inc., whose address is 7316 Wisconsin Avenue, Suite 500, Bethesda, MD 20814 (the "Purchaser"). The contracts, instruments, certificates and other documents to be delivered by the Seller to the Purchaser pursuant to the terms of this Agreement are herein referred to collectively as the "Closing Documents," and individually as a "Closing Document." This Agreement and the Closing Documents are herein referred to collectively as the "Transaction Documents." RECITALS A. Prior to the date hereof the Seller, or the Seller's predecessor in interest, entered into an agreement, and/or was subject to a court order, to settle a personal injury damage claim identified on Schedule "A" hereto (the "Litigation") by and between the persons identified on Schedule "A" hereto, and dated as identified on Schedule "A" hereto (the agreement or court order are referred to herein as the "Settlement Agreement" and a copy of the Settlement Agreement is attached hereto as Exhibit "C)" pursuant to which a party or parties to the Settlement Agreement identified on Schedule "A" as the "Primary Obligor" (the "Primary Obligor"), agreed to pay certain sums to the Seller all or certain of which are due to be paid after the date hereof as identified on · Schedule "A" hereto (the "Settlement Payments"), and also may have made a qualified assignment (the "Qualified Assignment") of said obligation to a third party (the "Owner"), who assumed the obligation to make the Settlement Payments. In order to fund the Settlement Payments the Pdmary Obligor and/or the Owner purchased or issued an annuity (the "Annuity") issued by an insurance company (the "Annuity Issuer"). The Seller is the "Annuitant" named in the Annuity, or is the beneficiary of the original Annuitant named in the Annuity. A copy of the Annuity (if available), or a statement of benefits from the Annuity Issuer, and the Qualified Assignment (if available) are attached hereto as Exhibit "D". The Settlement Agreement, the Qualified Assignment, the Annuity, and any court orders approving the Settlement Agreement are collectively referred to herein as the "Settlement Documents." B. The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Pumhaser, each of those pedodic and lump sum payments (to the extent applicable) due and payable to the Seller arising out of the Settlement Documents (the "Periodic Payments"), and specifically identified on Exhibit "B" attached hereto and incorporated herein by this reference. Such Periodic Payments, together with all of the Seller's right, title and interest therein and thereto, including, without limitation, all dghts of the Seller based upon, or arising under the Settlement Documents, being herein referred to collectively as the "Periodic Payment Rights". C. As used herein the term "Periodic Payment Rights" also includes: (i) All of the rights, titles, estates, interests, powers, privileges, and benefits (of every description whatsoever) Of the Seller (as plaintiff, claimant, aggrieved party, payee, obligee, and successful litigant) in, to or under the Litigation, and/or the Settlement Documents, and any other documents executed in connection with or otherwise related to any of the foregoing (including, without limitation, the entire Settlement Payments and excluding therefrom only the Settlement Payments not part of the Periodic Payments, if any), and all other dghts, titles, estates, interests, powers, privileges, and benefits of Seller now or hereafter arising in, to or under any of the foregoing; (ii) All of the dghts, titles, estates, interests, powers, privileges, and benefits (of every description whatsoever) of the primary beneficiary, the contingent or secondary beneficiary, the payee and the annuitant in, to or under the Annuity (to the extent of the Settlement Payments), the application for the Annuity (to the extent of the Settlement Payments), the proceeds of each Annuity payment constituting the Settlement Payments and any documents, executed in connection with or otherwise related to any of the foregoing (including, without limitation, the Settlement Payments and excluding therefrom only the Settlement Payments not part of the Periodic Payments, if any), and all other rights, titles, estates, interests, powers, privileges and benefits (of every description whatsoever) of Seller now or hereafter adsing in, to or under any of the foregoing; (iii) All rights to enforce, sue upon, defend, appear as a creditor in bankruptcy court, or otherwise take any and all necessary action in connection with any suit, or proceeding, whether at law or in equity, arising under or in connection with the Settlement Documents, or to protect the rights of Seller, or Purchaser, as purchaser or assignee thereof, under the Settlement Documents; and (iv) The proceeds of all of the rights, titles, estates, interests, powers, privileges, and benefits described in the preceding subparagraphs of this section C, specifically including, without limitation, all of the rights, titles, estates, interests, powers, privileges and benefits of Seller (of every description whatsoever) in or to the proceeds of all checks, payments, distributions, and other value arising in favor of Seller (whether as obligee, annuitant, payee, primary beneficiary, contingent beneficiary, secondary beneficiary or otherwise) under the Settlement Documents (including, without limitation, the Settlement Payments and excluding therefrom only the Settlement Payments not included in the Periodic Payments, if any). D. As used herein, the phrase "Term" means the period beginning with the eadier of the Closing Date (as hereinafter defined) or the first Periodic Payment and ending with the last Periodic Payment hereunder, inclusive. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto do hereby agree as follows: AGREEMENT ARTICLE 1 PURCHASE AND SALE OF PERIODIC PAYMENT RIGHTS 1.1 Purchase and Sale. On the Closing Date (as defined in Section 2.3 hereof), subject in all instances to each of the terms, conditions, previsions and limitations contained in this Agreement, the Seller shall sell, transfer, convey and deliver to the Purchaser, by instruments satisfactory to the Purchaser and its counsel, and the Purchaser shall purchase and acquire from the Seller, the Pedodic Payment Rights, free and clear of any right, interest or claim of any nature or description whatsoever of any other person or entity, lien, pledge, mortgage, security interest, charge, adverse claim, right or equity of redemption, or other encumbrance of any nature or description whatsoever (each of which is herein referred to as an "Encumbrance," and all of which together are herein referred to collectively as "Encumbrances"). 1.2 Purchase Pdce. The Confirmation of Purchase Price (the "Confirmation of Purchase Price") is attached hereto as "Exhibit "A": Confirmation of Purchase Price". In consideration for the sale, transfer, conveyance and delivery of the Periodic Payment Rights by the Seller to the Purchaser pursuant to Section 1.1 hereof, and the other promises and undertakings of Seller contained herein, including, but not limited to, the right of first refusal granted to Purchaser pursuant to Section 11.17 hereof, and the testamentary agreements contained in Section 4.6 hereof, at the Closing (as defined in Section 2.1 hereof) the Purchaser shall pay to the Seller cash in an amount equal to the Adjusted Purchase Price (as hereinafter defined in this Section 1.2). The amount set forth in the Confirmation of Purchase Price to be the purchase price for the Periodic Payment Rights is herein referred to as the "Purchase Price." The amount equal to the sum of all Periodic Payment Rights received by the Seller from and after the date hereof through and including the Closing Date is herein referred to as the "Seller's Post-Signing Periodic Payments." The amount obtained by subtracting (i) the Seller's Post-Signing Periodic Payments from (ii) the Purchase Price is herein referred to as the "Adjusted Purchase Price." 1.3 Manner of Payment. The Seller may elect to have payment of the funds representing the Adjusted Purchase Pdce made by wire transfer of federal funds to such account or accounts of the Seller as shall have been adequately described by the Seller to the Purchaser in writing prior to the Closing, by cashier's check, or by a check drawn on any deposit account maintained by the Purchaser. ARTICLE 2 CLOSING 2.1 Closing Defined. The consummation of the transactions contemplated by this Agreement (the "Closing") shall occur on the date (the "Designated Closing Date") designated by the Purchaser, which date shall be as soon as is reasonably practicable after the Purchaser, in its sole and absolute discretion, shall have determined that all the conditions to the Purchaser's obligations to consummate the transactions contemplated by this Agreement have been satisfied and that no right or condition exists that would permit or require this Agreement to be terminated as herein provided. On or before 1:00 p.m. on the Designated Closing Date, the Purchaser shall notify the Seller by telephone or by written facsimile transmission that all the conditions to the Seller's obligations to consummate the transactions contemplated by this Agreement have been satisfied and that no right or condition exists that would permit or require this Agreement to be terminated as herein provided. Purchaser shall thereafter, within two (2) business days of such notice, pay to the Seller cash in the amount of the Adjusted Purchase Price, which amount shall be set forth in such notice, paid in the manner provided in Section 1.3 hereof. Seller agrees to use Seller's best efforts to take such actions, or refrain from taking such actions, as requested by Purchaser, as are necessary to consummate the Closing in accordance with the terms of this Agreement. 2.2 Timin.q of Closin.q. The Seller and the Purchaser hereby acknowledge that each will be simultaneously taking the various actions necessary to satisfy the conditions to the Purchaser's obligations to consummate the transactions contemplated by this Agreement and that some of these conditions are subject to certain actions being taken by persons or entities who or which ara not parties to this Agreement. Therefore, it is not possible to predict the Designated Closing Date, and the Purchaser makes no representation whatsoever with respect thereto. 2.3 "Closing Date" Defined. The day on which funds representing the Adjusted Pumhase Price are delivered to the Seller in the manner provided in Section 1.3 hereof is herein referred to as the "Closing Date." For purposes of this Agreement, delivery of funds representing the Adjusted Purchase Price to the Seller shall be deemed to occur on the date on which Seller receives a wire transfer of federal funds in the amount of the Adjusted Purchase Price. In those situations where the Seller's funds are to be delivered by means of a cashiers or other check, in the amount of the Adjusted Purchase Price and payable to the order of Seller, the delivery of such funds shall be deemed to have occurred on the business day prior to the date on which the cashiers or other check is (a) personally delivered to the Seller, (b) deposited, postage prepaid, in the US Mail, or (c) transmitted to a third party company or governmental entity providing delivery services in the ordinary course of business. In no event will a delivery of such funds be deemed to have occurred if the cashiers or other check, as set forth above, is not actually delivered or transmitted to the Seller by one of the three methods set forth above. All events that are to occur on the Closing Date shall, for all purposes, be deemed to occur simultaneously, except to the extent, if at all, that a specific order of occurrence is otherwise prescribed herein. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER In order to induce Purchaser to enter into this Agreement, pay the Purchase Price and purchase the Periodic Payment Rights, the Seller represents and warrants to the Pumhaser as follows: 3.1 Authority and Enforceability. The Seller has all requisite power and authority and has taken all action necessary to enter into this Agreement and each of the Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform the Seller's obligations hereunder and thereunder. This Agreement has been, and each of the Closing Documents will be at the Closing, duly executed and delivered by the Seller. This Agreement is, and each of the Closing Documents will be at the Closing, a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. 3.2 No Breach or Default; No Violation of Law; No Consents. The execution and delivery by the Seller of, the consummation of the transactions contemplated by, and the performance of the agreements of the Seller in this Agreement and each of the Closing Documents do not and will not: (i) breach, or result in a default (with or without the giving of notice or lapse of time, or both) under, or give rise to any right of termination, cancellation or acceleration of any obligation or the loss of any material benefit under, or the creation of any Encumbrance on assets, pursuant to any provision of the Settlement Documents, or any other contract or agreement to which the Seller is a party or by which any of the assets of the Seller, including, without limitation, the Periodic Payment Rights, are bound or affected; or (ii) breach or violate any existing obligation of the Seller under any court or administrative orders, writs, judgments or decrees; or (iii) violate applicable provisions of statutory law or regulation; or (iv) except for the consent of the Owner and/or Annuity Issuer to the changes requested by the Seller in the Instruction Letters (as defined in Section 4.4 hereof) in connection with delivering the Periodic Payments to the Purchaser dudng the Term, require the consent, authorization, approval, or license of any other person or entity who or which is a party to any contract; agreement, instrument, document, lease, license, or other arrangement or understanding of any nature whatsoever, in each case, whether written or oral; or (v) require the consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing ~vith, any federal, state, local, or other governmental authority or any court or other tribunal. 3.3 The Settlement Documents. The information set forth on Schedule "A" hereto is true and correct as of the date hereof and at Closing. The schedule attached hereto as Exhibit "B", sets forth the date on which each of the Periodic Payments is payable to the Seller (subject to this Agreement) pursuant to the Settlement Documents, and, opposite each of such dates, the dollar amount of each of the Periodic Payments payable on each of such dates. The Annuity was purchased by the Primary Obligor and/or the Owner for the benefit of the Seller pursuant to the terms of that the Settlement Agreement. The Settlement Agreement, together with all releases, pleadings, orders, judgments and other related instruments or documents, if any, entered by the parties to, or filed with the court as part of terminating, the suit, action or proceeding pursuant to which the Seller became entitled to receive the Pedodic Payment Rights, being herein referred to as the "Litigation Documents". The copy of the Settlement Agreement attached hereto as Exhibit "C", and the copy of the Annuity, and/or Statement of Benefits, and Qualified Assignment attached hereto as Exhibit "D", are true, correct, complete and legible copies thereof, and include all amendments, supplements or modifications thereof and all consents or waivers currently in effect thereunder, and Seller has provided to Purchaser a true, unaltered copy of the best available copy of the Settlement Documents. The Settlement Documents are legal, valid and binding obligations of each party thereto, enforceable against each party thereto in accordance with their terms. There is no default or claim of purported or alleged default, or state of facts on the basis of which it might be concluded that, with or without the giving of notice or lapse of time, or both, a default would exist, on the part of the Seller, the Annuity Issuer, the Owner, the Primary Obligor or any other party obligated under the Settlement Documents. Neither Seller, nor anyone acting on Seller's behalf, committed any fraud, misrepresentation, perjury or abuse of the judicial process in connection with, or in securing the Settlement Agreement, nor is Seller aware of any claim or threatened claim that. Seller, or anyone acting on Seller's behalf, committed any fraud, misrepresentation, perjury or abuse of the judicial process in connection with, or in securing the Settlement Agreement. The Settlement Documents are the only agreements governing or affecting the Periodic Payment Rights or the rights of the Seller to receive the Periodic Payment Rights, or both, and the Seller is not a party to, or bound or obligated under, any other contract, agreement or other instrument, document or ~vriting of any nature whatsoever that would prohibit, impair or otherwise restrict the execution and delivery by the Seller of, the consummation of the transactions contemplated by, and the performance of the agreements of the Seller in this Agreement and each of the Closing Documents. The Seller agrees not to enter into any agreement or understanding modifying or amending the Settlement 3 Documents, or in any way waiving, altering or excusing any performance thereunder without the express prior written consent of the Purchaser, and Seller further agrees to promptly provide to Purchaser any correspondence, pleadings or other documents Seller receives after the date hereof and relating to the Settlement Documents. Seller consents to the Purchaser sending one or more notices to the other parties to the Settlement Agreement and/or their respective counsel, notifying them of a new address for Seller with respect to providing any notices required by said Settlement Documents, which new address may be an address or location under the control of Purchaser. 3.4 Title to the Periodic Payment Rights. The Seller owns outright, and has good, marketable and defensible title to, the Periodic Payment Rights, free and clear of any Encumbrances. None of the rights of the Seller in or to the Periodic Payment Rights has been sold, transferred, assigned, pledged, promised, attached, levied, foreclosed upon, seized, restricted, or subjected to garnishment or other legal process or proceeding, nor has the Seller entered into any agreement or understanding of any nature whatsoever, whether written or oral, with respect thereto. The Seller is entering into this Agreement without duress and of Seller's own free will. The Closing will vest in Purchaser good, marketable and defensible title to the Pedodic Payment Rights, free and clear of any and all Encumbrances. The Closing of this Agreement shall operate to divest Seller of all right, title, interest, claim, and demand, either at law or in equity, in, upon or with respect to the Periodic Payment Rights. 3.5 Capacity; Marital Status; Proof of Identification. Seller has fumished to Purchaser true, correct and complete documents concerning any prior divorce, annulment, madtal separation, marriage, premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for benefit of creditors, or other legal proceeding effecting Seller's capacity or title to the Periodic Payment Rights. The marital status of the Seller is as set forth on Exhibit "E" hereto. If Exhibit "E" indicates that the Seller is married, Exhibit "E" sets forth the full name and mailing address of the spouse of the Seller, and contains a Spousal Consent executed by the Seller's Spouse. If Exhibit "E" indicates that the Seller is married, the Seller has heretofore furnished to the Purchaser a true, correct, complete and legible copy, initialed by the Seller for identification, of the Seller's certificate of marriage. If Seller has been divorced, annulled or legally separated prior to the date hereof, Seller has heretofore furnished to the Purchaser a true, correct, complete and legible copy, initialed by the Seller for identification, of the Seller's prior divorce or annulment decree(s) and related property settlement agreements, copies of which are included in Exhibit "E" hereto. Any documents provided, or to be provided, to Purchaser with Seller's Spouse's signature appearing thereon have in fact, or will have been signed by Seller's Spouse as that person's free act and deed. A true, correct, complete and legible copy, initialed by the Seller for identification, of the Seller's birth certificate certified by the appropriate authority from the state in which the Seller was born; driver's license issued by the Seller's state of residence; and the Seller's Social Security Identification Card issued by the United States Social Secudty Administration are attached hereto as part of Exhibit "E." A copy of the most recently available check or check stub with respect to the most recent Settlement Payment, and, if such payment was made by direct deposit, a copy of the bank account statement showing the direct deposit of the Settlement Payment is also attached to Exhibit "E." 3.6 No Actions. There is no action, suit, or proceeding pending or threatened against or affecting the Seller or the Seller's assets, including, without limitation, the Periodic Payment Rights, in or before or by any court, department, commission, board, bureau, agency, or other governmental authority. The Seller has received no notice (whether oral or written) that any such proceeding is contemplated. 3.7 No Brokers. Except as specifically disclosed by the Seller in writing to the Purchaser, no broker, agent or finder has acted for the Seller in connection with this Agreement or the transactions contemplated by this Agreement and no brokerage, sales, or other commission or finder's fee shall be earned, due or payable to any person by the Purchaser in connection with the transactions contemplated by this Agreement on account of any act or omission of the Seller. 3.8 Determination of Purchase Price; Financial Condition. The Seller has consulted with the Seller's financial, accounting, tax and legal advisors in connection with the transactions contemplated by this Agreement. The Seller has been informed by such advisors that the Purchase Price represents a fair market present valuation of the Periodic Payment Rights as of the Closing Date. The Seller represents that it is not presently engaged in or contemplating the commission of any act that would hinder, delay, or defraud any creditor of the Seller, and that the fair value of the Seller's assets are and will be in excess of the sum of all of the debts of Seller. The execution and delivery of this Agreement and the other Closing Documents by the Seller and the consummation of the transactions contemplated hereby and thereby have not been intentionally concealed from, and will not hinder, delay, or defraud any creditor of the Seller. 3.9 Full Disclosure; No Adverse Facts. The representations and warranties of the Seller set forth in this Agreement, the exhibits hereto (including the questionnaire provided to Purchaser by Seller and attached hereto as Exhibit "1)" and in the other Closing Documents and information furnished to the Purchaser and its representatives in connection herewith do not and will not include any untrue statement of a material fact. There is no fact that adversely affects or, so far as the Seller can now reasonably foresee, could adversely affect, the ability of the Seller to perform the Seller's obligations under this Agreement. The Seller is not aware of any fact or matter which might (i) diminish the value of the Periodic Payment Rights or the rights and benefits of the Purchaser under the terms of this Agreement; (ii) impair or delay the Purchaser's ability to receive and utilize the Periodic Payment Rights as contemplated hereby; or (iii) otherwise affect the willingness of the Purchaser to acquire the Periodic Payment Rights on the terms (including price) contained herein. 3.10 Change of Address. The Seller has informed the Purchaser of its current residential address and shall keep the 4 Purchaser informed of such current address if and when any change occurs. Such notice shall be given in accordance with Section 11.1 hereof. 3.11 Application and Questionnaire. Attached hereto as Exhibit "H" is a true and correct copy of the Application and Questionnaire submitted to Purchaser by Seller. Said Application and Questionnaire was prepared by the Seller and was signed by the Seller after the information set forth therein was placed on the Application and Questionnaire. All of the information stated in the Application and Questionnaire is true and correct as of the date hereof and as of the Closing. 3.12 Prior or Pendin.q Insolvency or Bankruptcy Proceedings, or Other Le.qal Proceedings. Except as set forth on the Application and Questionnaire, Seller has not been a party to any bankruptcy, reorganization, insolvency, or other similar proceeding, and if so, Seller has provided to Purchaser a true and correct copy of the Seller's discharge from such proceedings and/or an apprepdate court order approving the transaction contemplated by this Agreement. There are no attachments, exceptions, assignments for the benefits of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by Seller or pending or threatened against the Periodic Payment Rights. Except as set forth on the Application and Questionnaire, Seller has not been a party to any legal action or proceeding in or before any court (civil or criminal), arbitration tribunal, administrative agency, licensing agency (including governmental agencies and self regulatory organizations such as the NASD) in which the Seller was accused or alleged to have violated: any criminal statute (other than minor traffic violations); any statute regulating the licensing, purchase or sale of any real estate, investments, securities, commodities, business opportunities, or franchises; or any statute or common law claim based upon fraud, conversion, breach of fiduciary duty, breach of trust, constructive fraud, or misrepresentation. ARTICLE 4 ADDITIONAL AGREEMENTS OF THE SELLER 4.1 Duty to Cooperate; Periodic Payments Held in Trust. The Seller shall cooperate with and shall take all reasonable action necessary to provide the Purchaser the practical benefits of the bargain obtained under this Agreement, specifically including, without limitation, the duty to deliver immediately to the Purchaser any checks, funds or other form of payment made under the Settlement Documents which may be hereafter received by the Seller or anyone (other than the Purchaser) claiming by or through the Seller (to the extent that such payment is payable with respect to a Pedodic Payment Right). Any Periodic Payment that is at any time delivered, credited, or allowed to or otherwise received by the Seller or any person claiming by, through, or under the Seller (directly or indirectly) shall be received and held by the Seller (or such other person) in trust for the benefit of the Purchaser. The Seller (or such other person) shall safeguard any such Periodic Payment under a strict fiduciary duty to the Purchaser and shall ensure the immediate and safe delivery and conveyance to the Purchaser of any such Periodic Payment. The Seller (or such other person) shall have no interest in any such Periodic Payment other than that of a trustee for the benefit of the Purchaser. 4.2 Notification of Actions and Claims, Prosecution of Same. The Seller shall immediately notify the Purchaser of the threat or institution of any bankruptcy, receivership, reorganization, condemnation, garnishment, turnover, or other action, suit or proceeding against or affecting the Seller, any part of the Pedodic Payment Rights or the other dghts and benefits of the Purchaser under the terms of this Agreement, or relating to or arising out of the ownership, receipt, or utilization of the Periodic Payments, or the receipt of any notice relating to any allegedly unpaid claim affecting the Periodic Payment Rights or to any other claim against the Periodic Payment (collectively the "Actions") and shall give the Purchaser copies of all notices and other writings relating to the Actions promptly after their receipt by the Seller. The Purchaser shall have the right, but not the obligation, to appear in any, or assert rights with respect to any Action in the name of the Purchaser and/or the Seller, and assert such claims, defenses, or other legal positions as it determines that are necessary, or desirable to protect the interests of the Purchaser. The Seller agrees not to take any action in, or make any public statement in connection with an Action without the pdor wdtten consent of the Purchaser. The Seller agrees to use Seller's best efforts, and to otherwise cooperate with Purchaser in the prosecution and/or defense of any Action. If Seller shall be the subject of any proceeding under the bankruptcy or reorganization laws, Seller agrees to waive the automatic stay provided in such laws so as to permit the Purchaser to pursue or defend any Action, or any proceeding commenced by Purchaser against the Seller to obtain the Periodic Payments. Seller further agrees not to take any action in any such bankruptcy or reorganization proceeding to claim any interest in the Periodic Payment Rights. If any court approval shall at any time be required in order for the Purchaser to obtain the Periodic Payments or the Periodic Payment Rights, Seller agrees to cooperate with Purchaser and its counsel to obtain such approval, and in any such court proceeding Seller agrees to fully support the validity of this Agreement and the transactions contemplated hereby. At the request of Purchaser, Seller agrees to appear as a witness, provide affidavits, execute powers of attorney and appear and testify at depositions in connection with any Action. Subject to Seller's obligations to indemnify Purchaser as provided in Article 8 hereof, Purchaser agrees to pay all costs of its attorneys in connection with any Action, and to reimburse the Seller for reasonable travel costs, or lost wages as a result of the Seller cooperating with any request of Purchaser pursuant to this Section 4.2. 4.3 Signature Stamps. The Seller shall provide the Purchaser with a specimen signature which may be used by the Purchaser, at the Purchaser's option, to create a signature stamp for use: (i) in endorsing checks issued under the Settlement Documents in payment of the Pedodic Payment; (ii) in executing any affidavit or notice of survival required by the Owner and/or 5 Annuity Issuer; and (iii) in executing any address change, consent, notice, agreement, covenant, beneficiary designation, assignment, transfer, or other instrument determined by the Purchaser to be appropriate or necessary in order to provide to the Purchaser all of the practical benefits of the transactions described and intended herein and in the other Closing Documents. The Seller consents and agrees to the Purchaser's using the signature stamp as herein contemplated. 4.4 Instruction Letters. To the extent requested by the Purchaser in its sole discretion (and pursuant to forms provided to the Seller by the Purchaser), the Seller shall send letters of instruction (the "Instruction Letters") instructing the Primary Obligor, the Owner, and/or the Annuity Issuer, and/or any other persons or entities obligated to make the Pedodic Payment Rights (each, a "Settlement Agreement Obligor"): (i) to mail the Periodic Payment Rights to the address designated by the Purchaser and to revise the mailing address of the primary and contingent beneficiaries to such designated address; (ii) to disregard wholly all future requests, demands, and instructions received from the Seller (or any other person other than the Purchaser) with respect to the Periodic Payment Rights without the prior written consent of the Purchaser or its assigns; (iii) to accept and honor future requests, instructions, and orders with respect to the Periodic Payment Rights only from the Purchaser; (iv) to release all information regarding the Pedodic Payment Rights to the Purchaser and its authorized representatives, (v) to send via electronic funds transfer or check the Pedodic Payment Rights to a specific bank and/or bank account designated by Purchaser, and (vii) to do such other acts as are necessary and desirable in the sole opinion of the Purchaser to carry out the intent of this Agreement and to confer upon the Purchaser the benefit of the bargain obtained hereby. The Seller shall provide the Purchaser with copies of all such Instruction Letters. 4.5 Guaranty and Secudty A.qreement. Seller shall execute in favor of Purchaser the Guaranty Agreement (the "Guaranty"), which Guaranty is secured by the Security Agreement (the "Security Agreement"), along with the UCC-1 Forms disclosing Purchaser's secudty interest in, among other things, the Periodic Payment Rights and the Settlement Payments, all in the form attached hereto as Exhibit "F." The Seller shall execute and deliver to the Purchaser at the Closing the Guaranty, the Security Agreement, and the UCC-l. 4.6 Chan.qe of Beneficiary; Will; Life Insurance. The Seller shall instruct the Owner and/or the Annuity Issuer to irrevocably change the designation of the beneficiaries (primary, contingent, secondary and otherwise) under the Settlement Documents to be the Seller's Estate. In connection therewith, at the Purchaser's sole discretion and option, the Seller shall request that each of the primary Obligor, the Annuity Issuer, the Owner and any Settlement Agreement Obligor, as the case may be: (i) accept the Seller's irrevocable designation of said Estate as the sole beneficiary under the Settlement Documents; and (ii) otherwise to grant their written consent to the sale of the Periodic Payment Rights by the Seller to the Purchaser hereunder. In the event that the Seller's beneficiary under the Settlement Documents is already the Seller's estate at the Purchaser's sole discretion and option, the Seller shall enter into the Testamentary Agreement and have a will prepared (both in the form attached hereto as Exhibit "G)" which names the Purchaser or its assigns as the beneficiary to receive the Periodic Payment Rights under the Seller's will. The Seller shall keep the will prepared pursuant hereto in full force and effect until the Purchaser shall have received all the Periodic Payment Rights, and shall not amend, modify, alter or otherwise change such will, by codicil thereto or otherwise, without the express prior written consent of the Purchaser. Any payments received by the Purchaser or its assigns as beneficiaries under the Settlement Documents in excess of the Periodic Payment Rights shall be returned to the Seller's estate as soon as practicable following their receipt by the Purchaser or its assigns. If the Periodic Payment Rights are subject to being commuted at the Seller's death, or in the event that the Seller's beneficiary under the Settlement Documents is the Seller's estate, or some other person, and the terms and conditions of the Settlement Documents, do not permit the Seller to change the beneficiary as herein provided, if requested by the Purchaser, the Seller shall purchase life insurance in an amount and form, and from an issuer acceptable to, the Purchaser in the Purchaser's sole discretion, which life insurance will name the Purchaser as an irrevocable beneficiary and/or will be collaterally assigned to Purchaser. The cost of such life insurance shall be paid by the Seller, however if the cost of such insurance is in excess of 25% of the Purchase Price the Seller shall have the option to not purchase insurance in excess of 25% of the Purchase Price. Upon the death of the Seller the proceeds of the policy shall be paid to the Purchaser, however any amount collected on said life insurance in excess of the total of the Periodic Payments yet to be received by Purchaser, discounted to present value at 6%, plus any fees, costs, interest or other expenses or payments due Purchaser (the ~Discounted Value"), shall be returned to the Seller's estate as soon as practicable following their receipt by the Purchaser, and Purchaser shall reconvey to Seller's estate the Purchaser's rights in the Periodic Payments yet to be received which were covered by the insurance proceeds. If, for any reason, the insurance proceeds are not sufficient to pay the entire Discounted Value the insurance proceeds shall be applied in the following order and priority: first, to pay any unpaid fees, costs, expenses or payments due Purchaser; second, to pay the Periodic Payments (discounted to present value at 6%) starting with the last Periodic Payment to be made and proceeding in reverse order until the entire insurance proceeds are applied. Any remaining Periodic Payments, or other obligations, shall be paid to Purchaser as required by this Agreement. 4.7 Seller's Protection of Third Parties. The Seller releases and waives all claims and objections against each of the Annuity Issuer, the Owner, the Primary Obligor and any Settlement Agreement Obligor for disregarding the Seller, and regarding or respecting the rights, actions or directions of the Purchaser in the future administration of the Settlement Documents, and agrees to indemnify and defend each of the Annuity Issuer, the Owner, the Primary Obligor and any Settlement Agreement Obligor from any claim arising from their looking solely to the Purchaser for executing any decision-making authority with respect to the Periodic Payment Rights or from their permitting or facilitating this transfer and the payment of the Periodic Payment Rights directly to the Purchaser. Notwithstanding any other term or provision of this Agreement to the contrary, each of the Annuity Issuer, the Owner, the Primary Obligor and any Settlement Agreement Obligor shall be third-party beneficiaries of the rights granted to each of them in 6 this Section 4.7. 4.8 Access to Information; Accuracy of Information Provided. The Seller agrees and hereby authorizes the Purchaser to obtain and perform credit checks, and obtain credit reports on the Seller and other investigations, including, without limitation, searches for abstracts of judgments or other claims against the Seller, contacting Seller's present and previous employers, landlords or creditors. The Purchaser shall be under no duty or obligation to perform any such check or investigation and the Seller shall place no reliance on the Purchaser's doing so. To the extent deemed necessary or convenient by the Purchaser to protect its interest, the Seller agrees to use Seller's best efforts to collect, provide and/or verify information concerning the events giving rise to the Settlement Documents, the Litigation Documents, any related court orders, the Seller's marital status, or any prior divorce, marital separation, marriage, premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for benefit of creditors, or other legal proceeding affecting Seller's capacity or title to the Periodic Payment Rights. All information concerning the Seller provided to the Purchaser by the Seller, including all information in any questionnaires, applications or forms provided to Purchaser is true, accurate and complete. 4.9 Disclosure of Misrepresentations and Breaches. The Seller shall immediately notify the Purchaser if any of the representations or warranties of the Seller in any of the Transaction Documents are determined by the Seller to have been incorrect when made, or are determined by the Seller to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of the Seller contained in this Agreement have not been timely complied with. 4.10 Further Assurances. At any time and from time to time, the Seller shall execute promptly upon request all other documents, and perform or refrain from performing such additional acts, as may be necessary or reasonably requested by the Purchaser for the consummation of the transactions contemplated by this Agreement and the other Closing Documents and to assure the Purchasers receipt of all of the practical benefits of the Transaction Documents. 4.11 This is Not a Loan. THE SALE OF THE PERIODIC PAYMENT RIGHTS BY THE SELLER TO THE PURCHASER IS AND SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE CONVEYANCE BY THE SELLER 'FO THE PURCHASER OF THE PERIODIC PAYMENT RIGHTS, AND THE SELLER ACKNOWLEDGES AND AGREES THAT SAID SALE IS NOT INTENDED IN ANY RESPECT TO BE A LOAN FROM THE PURCHASER TO THE SELLER OR TO CREATE ANY TYPE OF LENDER/BORROWER RELATIONSHIP, PARTNERSHIP OR OTHER JOINT OWNERSHIP ARRANGEMENT BETWEEN THE SELLER AND THE PURCHASER. THE PURCHASER IS NOT CHARGING INTEREST TO THE SELLER, THE SELLER IS NOT GUARANTEEING THE FINANCIAL SOLVENCY OF THE ANNUITY ISSUER, THE OWNER, OR THE PRIMARY OBLIGOR, AND THE PURCHASER IS FULLY ASSUMING THE RISKS OF THE FINANCIAL SOLVENCY OF THE ANNUITY ISSUER, THE OWNER, OR THE PRIMARY OBLIGOR. UPON THE CLOSING OF THIS TRANSACTION THE SELLER SHALL HAVE NO ABILITY TO FINANCE OR REFINANCE THE PERIODIC PAYMENT RIGHTS OR TO TAKE ANY ADVANTAGE OF/OR SUFFER ANY DISADVANTAGE FROM ANY FUTURE CHANGES IN INTEREST RATES WITH RESPECT TO THE PERIODIC PAYMENT RIGHTS, AND THE SELLER WILL HAVE NO RIGHT TO PROSECUTE, DEFEND OR DIRECT ANY LITIGATION WITH RESPECT TO THE PERIODIC PAYMENTS RIGHTS. 4.12 Non-misdirection of Pedodic Payments. From the date hereof Seller shall take no action to direct that the Periodic Payments be sent anywhere or to anyone other than as directed by Purchaser, and any action of Seller in violation of this provision shall be deemed to be a matedal breach of this Agreement. 4.13 Chan,qe of Address. From the date hereof and during the Term, Seller agrees to give Purchaser written notice of any change of address of Seller within 15 days of the date upon which Seller has effectuated such change of address. 4.14 Amendment to Settlement Documents, Notification of Address Changes. The Seller agrees not to enter into any agreement or understanding modifying or amending the Settlement Documents, or in any way waiving, altering or excusing any performance thereunder, without the express pdor written consent of the Purchaser. Seller consents to the Purchaser sending one or more notices to the other parties to the Settlement Agreement and/or their respective counsel, notifying them of a new address for Seller with respect to providing any notices required by said Settlement Documents, which new address may be an address or location under the control of Purchaser. ARTICLE 5 CONDITIONS TO CLOSING The obligations of the Purchaser to effect the transactions contemplated hereby shall be subject to the satisfaction prior to the Closing Date of each of the following conditions, unless waived in writing by the Purchaser: 5.1 Delivery of Documents. The Seller shall have delivered to the Purchaser duly executed originals (including all attachments and exhibits) of the following documents, each of which shall be in form, scope and substance satisfactory to the Purchaser in its sole and absolute discretion: (i) Schedule "A"; This Agreement, along with all required schedules, exhibits and addendums hereto, including, but not limited to: a. The Seller's Affidavit certifying certain information about the Seller in the form attached hereto as part of Related Court Orders); Exhibit "C" - Original or Best Available Copy of the Settlement Documents (Settlement Agreement and c. Exhibit "D" - Original or Best Available Copy of the Annuity (Or If Unavailable a Statement of Benefits) and Qualified Assignment; d. Exhibit "E" - Marital Status Information; Copy of Marriage Certificate; executed Spousal Consent; Copy of Prior Divorce Decrees and Property Settlements; Copy of Birth Certificate; Driver's License and Social Security Card; Copies of recent check, payment stub or bank account statement showing deposit of settlement payments e. Exhibit "F" - Executed Guarantee, Security Agreement and UCC-1; f. Exhibit "G" - (if required) Will and Testamentary Agreement, and (if required)Life Insurance requirements (including life insurance policy, collateral assignment of life insurance policy or change of beneficiary notice as required by Section 4.6 hereof, and in the form required by Section 4.6 hereof); g. Exhibit "H" - Application and Questionnaire; h. Exhibit "1" - Executed Irrevocable Special Power of Attorney in favor of the Purchaser, its successors, assigns or designees, and granting, among other powers, the power to endorse and negotiate all checks and other instruments distributed by the Annuity Issuer, or other person, in payment of the Pedodic Payment Rights, and the power to appear in any legal action to assert the dghts of the Seller or the Purchaser, as provided herein; Exhibit "J" - Executed Release, Indemnification and Covenant Not to Sue; Exhibit "K" - Executed Letters of Instruction; k. Exhibit "L"- Executed Assignment. (ii) Three (3), or more, odginal specimen signatures (set forth on blank individual pieces of paper) exactly as the Seller's name is set forth in the payee section of the annuity checks, for purposes of the Purchaser's preparing a signature stamp pursuant to Section 4.3 hereof; (iii) Executed copies of all other agreements, documents, instruments, certificates, opinions of counsel, reports or other writings of any nature whatsoever otherwise required by this Agreement or deemed necessary, advisable or desirable to consummate the transactions contemplated hereby. 5.2 Requested Chan,qes. Purchaser shall have received confirmation, in form and substance acceptable to the Purchaser, from the Annuity Owner that all of the changes requested by the Instruction Letters have been made. 5.3 Representations And Warranties. All of the Seller's representations and warranties set forth in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date, and the Purchaser shall have received an Affidavit of Seller dated as of the Closing Date and signed by the Seller to such effect. All of the Seller's representations and warranties set forth in this Agreement shall survive the Closing and shall remain effective during the Term of this Agreement. 5.4 Performance Of Obli.qations. The Seller shall have performed, observed and complied with all covenants under this Agreement on or before the Closing Date, and the Purchaser shall have received a certificate dated the Closing Date and signed by the Seller to such effect. 5.5 UCC Filinq. The Purchaser shall have received confirmation that the Financing Statements on Form UCC-1 (or its equivalent) in favor of the Purchaser have been filed. 5.6 Life Insurance. If required by the Purchaser, the Seller shall have obtained a life insurance policy issued in an amount and form, and by an issuer acceptable to the Purchaser in the Purchaser's sole and absolute discretion. 5.7 Absence of Liens. The Purchaser shall perform, at its own expense, such credit checks and lien searches on the Seller as the Purchaser deems necessary, and Purchaser may offset from any sums due to the Seller the amount of any lien, or other obligation of Seller that Purchaser determines may effect its dghts to the Periodic Payment Rights. If requested by Purchaser, 8 Seller agrees to obtain confirmation from the IRS or other taxing authorities that there are no outstanding federal, state or local tax liabilities (whether income tax or otherwise) beyond the current tax year in which this Agreement shall be executed. If requested by Purchaser, Seller agrees to obtain confirmation from other creditors or governmental units regarding Seller's debts or obligations to such creditors or governmental units. 5.8 Other Requirements. Such other requirements as Purchaser may in writing inform Seller, in Purchaser's sole discretion, are required to be satisfied. ARTICLE 6 WAIVER OF RESTRICTIONS ON ASSIGNABILITY Seller acknowledges that, to the extent that the Settlement Documents purport to contain any restriction on the assignability of the Periodic Payments or the Periodic Payment Rights, that such restriction was not intended to prevent the Seller from entering into and carrying out the terms of this Agreement. Seller further acknowledges that any and all restrictions on the assignability of the Periodic Payments or the Periodic Payment Rights were included in the Settlement Documents for the Seller's benefit and not for the benefit or protection of any other person. For the benefit of the Purchaser, the Purchaser's assigns, the Annuity Issuer, the Owner and the Primary Obligor, or any Settlement Agreement Obligor, and on behalf of the Seller and the Seller's heirs, beneficiaries, executors, administrators, and legal representatives, the Seller hereby WAIVES AND RELEASES all rights and benefits of the Seller in, to, or under, any and all restrictions on assignability contained in the Settlement Documents. To the extent that any such restriction was included in order to assure the Seller of certain favorable tax treatment under Section 104(a)(2) of the Internal Revenue Code of 1986, as amended, the Seller acknowledges that Seller is not relying on any representation or warranty from the Purchaser with respect to the tax effect or tax treatment of any payments made to the Seller hereunder, or the tax effect of any other element of the transactions contemplated by this Agreement. To the extent that any such restriction was included for any other purpose, Seller acknowledges that Seller is not relying upon any representation or warranty of the Purchaser with respect to the waiver contained herein. To the extent legally permissible, Seller waives the benefit of any law requiring a court order to effectuate an assignment of the Periodic Payments or the Pedodic Payment Rights. ARTICLE 7 SELLER'S ACKNOWLEDGMENT OF RISKS AND LIABILITIES 7.1 General. The Seller acknowledges to the Purchaser (i) that the Seller and the Seller's counsel and financial, accounting and tax advisors have reviewed and revised (or have been provided ample opportunity to review and revise) this Agreement and the other Closing Documents; (ii) that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, any other Closing Document, or any amendments or exhibits hereto or thereto; (iii) that the Seller has not received from the Purchaser any financial, accounting, tax, legal, or other advice; and (iv) that the Seller has relied solely upon the advice of the Seller's own financial, accounting, tax, legal, and other advisors in entering into this Agreement and consummating the transactions contemplated hereby. SELLER FURTHER ACKNOWLEDGES THAT SELLER IS FULLY AWARE OF THE ECONOMIC CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND THAT SELLER HAS BEEN ADVISED BY PURCHASER TO SEEK THE ADVICE OF SELLER'S ATTORNEY OR OTHER FINANCIAL ADVISER IN CONNECTION WITH THIS AGREEMENT. 7.2 Special Risks. The Seller further acknowledges that the Seller has duly considered, sought (and has been given the opportunity to seek from the Seller's own advisors) financial, accounting, tax, legal, and other advice concerning, and has concluded that the Seller shall and does hereby assume full and exclusive responsibility and liability for, all of the special risks presented by the transactions contemplated by this Agreement, specifically including, without limitation, the following: (a) Tax Liabilities. The Seller is entering into this transaction without any representation of any nature whatsoever from the Purchaser regarding the tax treatment of the Purchase Pdce or any past or future Pedodic Payment Rights received pursuant to the Annuity. (b) Assi,qnability. If certain of the Litigation Documents contain restrictions on assignability by the Seller, the Seller may be held to have violated the terms and conditions of such Litigation Documents in selling the Periodic Payment Rights to the Purchaser pursuant to this Agreement. (c) Detrimental Reliance. Each of the representations, warranties, covenants, agreements, obligations, and duties of the Seller arising under this Agreement and the other Closing Documents is being issued as specific inducements to the Purchaser and shall be relied upon by the Purchaser in entering into this Agreement and consummating the transactions contemplated hereby, including, without limitation, the payment to the Seller of funds representing the Adjusted Purchase Price. Any breach by the Seller of any of the terms or provisions of this Agreement or the other Closing Documents will foreseeably lead to substantial consequential damages to the Purchaser and related persons. (d) Determination of Purchase Price. The Purchase Price was determined by arm's length negotiation between the Purchaser and Seller and represents the agreement reached between the parties in consideration of the prevailing economic factors, dsks assumed by the Purchaser, including the risk of future changes in the law and future economic changes, and changes in the financial risk of the Annuity Issuer. ARTICLE 8 INDEMNIFICATION 8.1 Indemnity. The Seller (both for the Seller and for the Seller's heirs, executors, administrators, representatives, successors, and permitted assigns) does hereby irrevocably and expressly indemnify, hold harmless and defend the Purchaser and its subsidiaries, affiliates, agents, servants, employees, officers, directors, members, shareholders, partners, representatives, predecessors, successors, managers, agents, attorneys, and assigns (collectively, the "Indemnified Parties") at all times from and after the date of this Agreement from any and all demands, damages, punitive damages, penalties, losses, liabilities, suits, costs, costs of any settlement or judgment, claims of any and every kind whatsoever, whether in contract or tort or otherwise, known, unknown, or knowable, together with all costs and expenses (including, without limitation, costs of discovery and investigation and reasonable attorneys' fees) of or to any of the Indemnified Parties ("Damages"), which may now or in the future be paid, incurred or suffered by or asserted against the Indemnified Parties by any person resulting or arising from or incurred, directly or indirectly, in connection with: (i) any breach of this Agreement or any covenant or warranty, or the inaccuracy of any representation made by the Seller in or pursuant to this Agreement or any of the other Closing Documents; (ii) any actual or threatened claim for rescission, revocation, or declaring void or voidable all or any part of this Agreement or any other Closing Document, (iii) any actual or threatened claim by seller for returning, refunding, reimbursing, turning over, garnishing, or attaching any Periodic Payment or other benefit, (iv) any actual or threatened claim that the Seller lacked the power to transfer or assign the Periodic Payment Rights or that all or any part of the Periodic Payment Rights were non-transferable, non-assignable, or similarly restricted or that otherwise depends for its basis (in whole or in part) on any language in the Annuity, the Litigation Documents, or any related writing that similarly restricts the transfer or assignment of the Periodic Payment Rights, (v) any actual or threatened claim that a loan relationship with the Seller exists as a result of this Agreement or any other Closing Document, (vi) any actual or threatened claim that a fiduciary duty or confidential relationship exists with the Purchaser in favor of the Seller or that any such duty or relationship was breached, (vii) any actual or threatened claim for economic coercion, unconscionability, duress, undue influence, intentional or negligent infliction of mental distress, bad faith, misrepresentation, fraud, tortious interference with contractual relationship, deceptive trade practices, violation of any consumer protection law and all similar claims and actions; in each case whether such claim arises under common or statutory law, rules, or regulations (both state and federal), (viii) any legal action, defense, or other action determined by Purchaser as necessary to protect its rights under this Agreement when such legal action, defense or other action is caused by a breach of this Agreement, or other Closing Document by Seller, and (ix) any breach or violation by Seller (or Seller's predecessor) of the Settlement Documents, or any court order entered in connection therewith. 8.2 Specific Protection Against Restrictions On Transfer. The Seller acknowledges that the Settlement Documents may contain provisions that restdct or purport to restdct the assignability of the Pedodic Payment Rights. The Seller further acknowledges that the Seller has pursuant to this Agreement (both for the Seller and for the Seller's heirs, executors, administrators, representatives, successors, and assigns): (i) released the Purchaser from (and waived) any claim that the Periodic Payment Rights were not assignable; (ii) indemnified and agreed to hold the Purchaser harmless from (and agreed to defend the Purchaser in any subsequent lawsuit with respect to) any claim that the Periodic Payment Rights were not assignable; and (iii) agreed never to sue the Purchaser with respect to the assignability of the Periodic Payment Rights; all as more particularly set forth in the Release. Without in any way limiting the scope or application of any other provision of this Agreement or the other Closing Documents (and in addition to all of the other covenants and agreements of the Seller in this Agreement and the other Closing Documents), the Seller covenants and agrees to so order and conduct the Seller's affairs as to prevent the assertion of any claim that the Periodic Payment Rights were not assignable. 8.3 Brokers' Fees. The Seller indemnifies and agrees to hold the Purchaser harmless from any claims for brokerage, sales, or other commissions or finder's fees in respect of this transaction alleged to be due because of any act or omission of the Seller and from any loss, cost, liability, or expense (including attorneys' fees and expenses at all appellate levels) of defending any such claims; provided, however, that the foregoing indemnification shall not extend to any such item that was expressly approved for payment by the Purchaser in a writing signed by the Purchaser. 8.4 Notice of Claim. The Purchaser agrees that upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it or any Indemnified Party of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, formal or informal, by any person with respect to any matter as to which any of the Indemnified Parties are entitled to indemnity under the provisions of this Agreement (such actions being collectively referred to herein as the "Claim"), the Purchaser will give prompt notice thereof in writing to the Seller; provided, however, that any delay in giving or failure to give such notice shall not limit the dghts of the Purchaser or any Indemnified Party to indemnity hereunder except to the extent that the Seller is shown to have been damaged by such delay or failure. 8.5 Payment. The Seller shall promptly pay to the Purchaser, or such other Indemnified Party as may be entitled to 10 indemnity hereunder, in cash the amount of any Damages to which or such Indemnified Party may become entitled by reason of the provisions of this Agreement. ARTICLE 9 TERMINATION Unless otherwise agreed in writing by the Purchaser and the Seller, this Agreement shall automatically terminate one hundred eighty (180) days from the date hereof if any condition to the Purchaser's obligations hereunder has not been satisfied prior to that date, unless the failure to satisfy such conditions is the result of a material breach of this Agreement by the Seller. In the event of termination of this Agreement as provided in this Article, this Agreement shall forthwith become void and of no further force or effect, and there shall be no liability or obligation on the part of any of the parties hereto or any of their respective officers, directors, employees, agents, attorneys, partners, trustees, affiliates, or associates, except that the obligations of the parties set forth in Articles 8, 9 and 11 shall survive the termination of this Agreement for a period of five (5) years from and after the date of termination hereof. To the extent that the termination of this Agreement results from the willful breach by the Seller of any of the Seller's representations, warranties, covenants or agreements set forth in this Agreement, nothing herein shall prejudice the ability of the Purchaser from seeking damages from the Seller for any breach of this Agreement, including, without limitation, attomeys' fees and the right to pursue any remedy at law or in equity. The rights and remedies provided to the Purchaser in this Article are cumulative of any other right or remedy the Purchaser may have under this Agreement or otherwise. ARTICLE 10 DISCLAIMER OF ASSUMPTION Notwithstanding anything contained in this Agreement or the Closing documents listed in Section 5.1, none of the obligations, duties, liabilities or responsibilities, if any, of the Seller under or in any way related to the Settlement Documents are being assumed by the Purchaser in these transactions; any such assumption is hereby expressly disclaimed by the Purchaser. All such obligations, duties, liabilities and responsibilities, if any, shall remain the responsibility of the Seller. However, this disclaimer shall not prevent, hinder, or restrict the Purchaser's rights with respect to any Action. ARTICLE GENERAL PROVISIONS 11.1 Notices. Any notice or demand given under this Agreement shall be given by (i) hand delivering it, (ii) mailing it by certified or registered mail, postage prepaid, retum receipt requested, or (iii) overnight courier service such as Federal Express, in each case addressed to the Purchaser or to the Seller, at the addresses set forth in the preamble hereof, or at such other place as either party may specify in writing to the other party. Each party may designate a change of address by notice to the other given in accordance herewith at least fifteen (15) days before such change of address is to become effective. A notice given under this Agreement shall be deemed received three (3) days after it is mailed or when it is delivered according to the requirements of this paragraph. 11.2 Govemin.q Law; Venue. The Purchaser is a corporation incorporated under the laws of the Commonwealth of Pennsylvania. This Agreement, the other Closing Documents, and the obligations of the parties hereunder and thereunder shall be governed, interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania and the United States of America. The parties hereto waive the right to be sued elsewhere and agree and consent to the jurisdiction of any court of competent jurisdiction located in the Commonwealth of Pennsylvania. 11.3 Entire A.qreement. This Agreement, the exhibits hereto and all of the other Closing Documents expressly described herein set forth the entire agreement of the Seller and the Purchaser with respect to the transactions contemplated hereby and supersede all prior agreements, arrangements, and understandings relating to the subject matter of this Agreement, whether oral or written, specifically including, without limitation, any letters, memos, or other correspondence or instruments signed or issued by or on behalf of the Purchaser. 11.4 Amendment; Waiver. This Agreement and the Closing Documents may be amended, modified, superseded or canceled, and any of the terms, provisions, representations, warranties, covenants or conditions hereof or thereof may be waived only by a written instrument signed by all of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision of this Agreement or any of the Closing Documents shall in no manner affect the right to enforce the same. No waiver by any party of any condition contained in this Agreement or any of the Closing Documents, or of the breach of any term, provision, representation, warranty or covenant contained herein or therein, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach, 11 or as a waiver of any other condition or of the breach of any other term, provision, representation, warranty or covenant. 11.5 Severability. Should any provision of this Agreement or any Closing Document or the application thereof to any person or cimumstance be held to be to any extent unenfomeable or invalid then the parties hereto agree that such provision shall be deemed to be modified for purposes of performance of this Agreement or any Closing Document in such jurisdiction to the extent necessary to render it lawful and enfomeable, or if such a modification is not possible without materially altedng the intention of the parties hereto, then such provision shall be severed therefrom for purposes of performance of this Agreement or any of the Closing Documents in such jurisdiction. The validity of the remaining provisions of the Agreement and the Closing Documents shall not be affected by any such modification or severance, except that if any severance materially alters the intentions of the parties hereto as expressed in this Agreement or any Closing Document (a modification being permitted only if there is no material alteration), then the parties hereto shall use their reasonable efforts to agree to appropriate equitable amendments to this Agreement or any of the other Closing Documents in light of such severance. Any such finding of unenforceability or invalidity in any given jurisdiction shall not prevent the enfomement of said provision in any other jurisdiction to the maximum extent permitted by applicable law. 11.6 Purchaser's RiRht to Setoff. In addition to all other rights and remedies available to the Purchaser at law or in equity, the Seller hereby expressly and irrevocably agrees and grants to the Pumhaser the right to set off without notice to the Seller or any other person any instrument, check, fund, funds, account, or other interest or asset of the Seller or the Seller's estate to which the Purchaser has access or possession, which right may be exercised upon and after any default or breach of the Seller under this Agreement or any other Closing Document. 11.7 Availability of Equitable Remedies, Waiver of Exemption Laws. Since a breach of the provisions of this Agreement by the Seller could not adequately be compensated by money damages, the Purchaser shall be entitied, either before or after the Closing, in addition to any other right or remedy available to the Purchaser, to an injunction restraining such breach or a threatened breach and to specific performance of any such provision of this Agreement, and in either case, no bond or other security shall be required in connection therewith, and the Seller hereby consents to the issuance of such injunction and to the ordering of specific performance. To the fullest extent permitted by law, Seller hereby waives the benefit, applicability, or protection of any exemption laws, however this waiver is only for the benefit of Purchaser, its successors or assigns. 11.8 Attorneys' Fees and Court Costs. In the event of any action at law or in equity between the parties hereto to enforce any of the provisions hereof, the Seller shall pay to the Purchaser all costs and expenses, including, without limitation, actual attorneys' fees, expended or incurred in connection therewith by Purchaser; and if Purchaser shall recover judgment in any such action or proceeding, such costs, expenses and attorneys' fees may be included in and as a part of such judgment. 11.9 Headings; Gender; Numbers; Interpretation. All of the headings contained in this Agreement are for purposes of convenience or reference only, and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, interpretation or scope of this Agreement or any of the provisions hereof in any way. All references in this Agreement to the masculine, feminine, or neuter gender, shall, where appropriate, be deemed to include all other genders. All plurals used in this Agreement or any Closing Document shall, where appropriate, be deemed to be singular, and vice versa, and shall refer solely to the parties hereto except where otherwise specifically provided. The parties hereto acknowledge that they have both had this Agreement reviewed by counsel and, in this regard, this Agreement shall be deemed to have been drafted by both parties, and neither party shall be entitled to any presumption as a consequence of the drafting of this Agreement. 11.10 Survival. All of the representations, warranties, covenants, agreements, indemnifications, obligations, duties, and liabilities of the Seller and the Purchaser set forth in the express provisions of this Agreement and the other Closing Documents shall survive until the tenth (10th) anniversary of the Purchaser's actual receipt of good funds representing the last of the Pedodic Payment Rights, and shall not be deemed merged into the Closing Documents. 11.11 Binding Effect. Subject to the restrictions on transfers and encumbrances set forth herein, all of the terms, provisions, covenants and conditions of this Agreement and the Closing Documents shall inure to the benefit of and be binding upon and be enforceable by the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns. No mention herein (or in any other Closing Document) of permitted assigns of the Seller shall be construed as permitting or authorizing the Seller's assignment of this Agreement or of any other Closing Document or the Seller's duties, obligations, and liabilities hereunder and thereunder, all of which shall be and are hereby made expressly non-assignable. NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY OTHER CLOSING DOCUMENT, IT IS EXPRESSLY INTENDED AND AGREED THAT THE SELLER'S SALE TO THE PURCHASER OF THE PERIODIC PAYMENT RIGHTS SHALL BE BINDING ON THE SELLER'S ESTATE AND THE SELLER'S HEIRS, EXECUTORS, AND ADMINISTRATORS, IRRESPECTIVE OF ANY DESIGNATION OF THE SELLER'S ESTATE AS THE BENEFICIARY UNDER THE SETTLEMENT DOCUMENTS. 11.12 Purchaser's RiRht to Assi.qn; Ri.qht to Place in Re.qistered From. The Purchaser (and each and any assignee of the Purchaser) may assign all of its dght, title, and interest in and to this Agreement, the other Closing Documents, the Annuity, and the Pedodic Payment Rights either before or after the Closing and without any requirement of prior consent from or notice to the Seller. The Purchaser and the Seller agree expressly that upon any such assignment and assumption by the assignee, the Purchaser shall be released automatically from any liability hereunder and thereunder without any requirement of further 12 documentation and the Seller shall look solely to such assignee for any payment (e.g., of the Purchase Pdce) and performance hereunder and thereunder. Without limiting the generality of the foregoing, the Seller shall upon request of the Purchaser or any assignee of the Purchaser execute and deliver any such documents as the Purchaser or any such assignee may require to effectuate and consummate the transactions contemplated hereby. If the Purchaser assigns this Agreement, any references to the Purchaser in any exhibits to this Agreement may be treated as for purposes of illustration only. Anytime on or after the date hereof Purchaser may irrevocably elect to have the Pedodic Payment Rights placed in registered form by either requiring that any subsequent transfers of the Periodic Payment Rights only be through a book-entry system maintained by the Seller's agent appointed hereby (the "Transfer Agent"). Purchaser's election as provided herein shall be irrevocable, and shall thereafter be deemed to be a mandatory term under this Agreement such that any subsequent transfers of the Periodic Payment Rights must be made in accordance with the registered form requirements elected by Pumhaser, except that such requirements may be amended to comply with future changes in the Internal Revenue Code and the regulations thereunder with respect to obligations required to be in registered form. Seller hereby irrevocably appoints Purchaser, its heirs and assigns, as the sole and exclusive Transfer Agent and attorney-in-fact, coupled with an interest, with full power of substitution, to maintain any such book-entry system. The power of attorney granted herein is irrevocable and shall survive the death, incompetency, insolvency, or bankruptcy of the Seller. The Purchaser's election as permitted herein must be made on or before the sale, transfer or assignment of Purchaser's dghts herein, by either entering into a contract with a transferee, or an agent thereof, in which the Purchaser agrees to make such election, or by otherwise indicating in writing in connection with such transfer that the Purchaser has elected to place the Periodic Payment Rights in registered form. The Purchaser may assign, irrevocably or otherwise, its appointment as Transfer Agent, and its power to appoint successor Transfer Agents, to any person (provided such person is a "United States Person" as said term is defined in the Internal Revenue Code), without the consent of Seller or any other person. 11.13 Recitals Incorporated. Each of the recitals to this Agreement is hereby incorporated herein by this reference, as fully as if such recitals had been made a part hereof. 11.14 Confidentiality. Seller shall keep stdctly confidential all information and documents fumished, both orally and in writing, by Purchaser or by its officers, shareholders, employees and agents, in connection with the transactions contemplated by this Agreement and any other documents drafted in connection herewith (collectively, the "Confidential Information"). Seller shall use the Confidential Information solely for the purposes contemplated herein and for no other purpose. If the transactions contemplated herein do not occur within one hundred eighty (180) days from the date of this Agreement, upon the written request of Purchaser, Seller shall retum all copies of this Agreement and destroy any notes, records or writings prepared by it or its representatives which are based on the Confidential Information. 11.15 Holdback. In the event that the Closing occurs within sixty (60) days of the first scheduled monthly payment of the Periodic Payments, Purchaser may, in its discretion at the Closing, hold in Purchaser's bank account and deduct from the Purchase Price, an amount equal to no more than the first two (2) monthly payments to be received by Purchaser hereunder. Upon the receipt by Purchaser of the first monthly payment from the Annuity Owner (thereby insuring the effective change of Payment address), Purchaser shall immediately release such funds withheld from the Purchase Price to the Seller. Purchaser shall have the right to retain funds sufficient to cover any payments not received by Purchaser. 11.16 Multiple Ori.qinals. This Agreement shall be fully executed in two (2) multiple originals, each of which shall be deemed an original Agreement. 11.17 Ri.qht of First Refusal. Seller agrees that during the Term, Seller will not sell, assign, borrow against, pledge, or otherwise encumber any one or more of the Settlement Payments not included in the Periodic Payments assigned to Purchaser without first giving Purchaser written notice of the terms of any such proposed loan or sale, whether such proposal was made orally or in writing. If, within ten business days of receiving such notice, Purchaser informs Seller that it elects to match the terms of any such proposed loan or sale, then Seller shall execute all documents necessary to consummate such transaction with Purchaser on those terms. The foregoing right of first refusal shall survive the exercise of any right of cancellation or rescission that Seller or Purchaser may have under this Agreement, or applicable law. This right of first refusal is assignable by Purchaser, however, Purchaser may elect, at its sole option, not to permit the assignment of this right of first refusal upon the assignment of this Agreement, in which event this right of first refusal shall remain the property of Purchaser. 11.18 Purchase of Less Than all Settlement Payments; Ri.qht to Grant Ownership of Mailbox; PO Boxes_ Subject to Purchaser's right of setoff as provided in this Agreement, and so long as Seller is not in default of this Agreement, if the Periodic Payments or Periodic Payment Rights constitute less than all of the Settlement Payments due to Seller, Purchaser agrees that it will transmit promptly to Seller, at the last known address provided by Seller to Purchaser, all Settlement Payments which come into the possession of Purchaser which are not Periodic Payments or Periodic Payment Rights purchased by Purchaser. Purchaser may grant to Seller, at any time without notice to Seller, a non-transferable, co-sublease record holder interest in one or more post office boxes ("PO Boxes"), but Seller shall have no beneficial interest in said PO Boxes or fights to control the receipt into or collection of mail to or from such PO Boxes. Purchaser may terminate any such co-sublease interest at an time, without notice. 11.19 Arbitration, Waiver of Claims for Punitive Dama.qes. This Arbitration Provision sets forth the circumstances and procedures under which Claims (as defined below) may be arbitrated, instead of litigated in court. 13 As used in this Arbitration Provision, the term "Claim" means any claim, dispute or controversy between you and us adsing from or relating to this Agreement (the "Agreement"), including the validity, enforceability or scope of this Arbitration Provision of the Agreement. "Claim" includes claims of every kind and nature, including but not limited to initial claims, counter-claims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term "Claim" is to be given the broadest possible meaning and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to the Agreement, (a) advertisements, promotions or oral or written statements related to the Agreement and (b) your application for the transaction underlying this Agreement. We shall not elect to use arbitration under the Arbitration Provision for any individual Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is pending only in that court, and is not joined with a claim of any other person, and is not a claim brought in any representative capacity. Any Claim shall be resolved upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the National Arbitration Forum ("NAF"), JAMS/Endispute ("JAMS"), or the American Arbitration Association ("AAA"), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within 30 days after you receive notice of our election to select either of the organizations listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: The NAF at P.O. Box 50191, Minneapolis, MN 55404; Phone: 1-800-474-2371; website at www.arbitration-forum.com. JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; Phone: 1-800-448-1660; website: www.jamsadr.com. AAA, at 335 Madison Avenue, New York, NY 10017; website: www.adr.or.q. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE- ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROECEDURES OF THE NAF, JAMS, OR AAA, AS APPLICABLE. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Sellers or other persons similarly situated; provided however, that the claimant's individual Claim would be subject to this Arbitration Provision. Furthermore, Claims brought by or against a Seller or policy may not be joined or consolidated in the arbitration with Claims brought by or against any other seller(s) unless otherwise agreed to in writing by all parties. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing, administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration, the arbitrator will decide who will ultimately be responsible for paying the filing, administrative and/or headng fees in connection with the arbitration. For any Claims you initiate against us as to which either you or we have elected to use arbitration, we will be responsible to reimburse you for filing, administrative and/or hearing fees you incur, including for any appeal, if and to the extent such fees exceed the amount that would have been spent (such amount to be determined by the arbitrator) if the Claim had been brought in the state or federal court which is closest to your billing address and would have jurisdiction over the Claim. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. In addition to the parties' rights to exchange information pursuant to the Code, either party may submit a request to the arbitrator with a copy 14 of the request provided to the other party to expand the scope of discovery allowable under the Code. The objecting party may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of the requesting party's notice. The granting or denial of either party's request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party's submission. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA and/or if the amount of the award exceeds $100,000, any party can appeal that award to a three-arbitrator panel administered by the NAF, JAMS or AAA, as applicable, which shall reconsider de novo any aspect of the initial award requested by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel who will conduct an arbitration pursuant to its code of procedures and issue its decision within one hundred and twenty (120) days of the date of the appellant's written notice. The decision of the panel shall be by majority vote and shall be final and binding. The costs of such an appeal shall be borne by the appealing party regardless of the outcome of the appeal. As used in the Arbitration Provision, the terms "we" and "us" shall for all purposes mean Stone Street Capital, Inc., all of its parents, wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, assigns, and any purchaser of your policy; and all of their agents, employees, directors and representatives. In addition, "we" or "us" shall mean any third party providing any product or service in connection with the Agreement if, and only if, such third party is named as a co-defendant with us in a Claim asserted by you. This Arbitration Provision shall survive termination of the Agreement, any legal proceeding by us to collect a debt owed by you, any bankruptcy by you and any sale by us of the Periodic Payments. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any law or statute, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreement you have had with us, each of which shall be enforceable regardless of such invalidity. In the event of a conflict or inconsistency between the NAF Code and this Arbitration Provision, this Arbitration Provision shall govern. 15 11.20 Pdodty of Periodic Payment Rights. To the extent that after the date hereof the Annuity Issuer, or the Owner, due to its financial or other condition is placed in receivership, rehabilitation, liquidation or is subject to any other similar proceeding or action where the Settlement Payments are reduced, or delayed as a result thereof, and where the Annuity Issuer or Owner has not formally acknowledged the right of Purchaser, Seller agrees to subordinate Seller's dghts to receive any Settlement Payments not included in the Periodic Payment Rights so that (i) any reduction, or delay in Settlement Payments is first applied against the Settlement payments not included in the Periodic Payment Rights, (ii) any Settlement Payments made after a reduction or delay has occurred are first applied to the Periodic Payment Rights and (iii) any insurance fund benefit, or other similar payment will be applied in the following order: First with respect to the Periodic Payment Rights until the Periodic Payment Rights have been made whole, and current; Second any remaining balance is then applied to the make whole and current the Settlement Payments not included in the Periodic Payment Rights; Third, any remaining balance is then applied with respect to any unpaid, but not yet due Periodic Payment Rights, and Fourth, any remaining balance is applied with respect to any unpaid, but not yet due Settlement Payments not included in the Periodic Payment Rights. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives effective as of the date first set forth above. SELLER: [/ickie'L] [J'~v'i~'v,--' (Seal) Acknowledgment For Vickie L, Davis State Of Penn_.sylvania County 0(~'~ (~)/V~_,_~'. SS: PURCHASER: I, a Notary Public of the County and State aforesaid, do hereby certify that Vickie L. Davis whose name is signed to the foregoing Periodic Payment Right Pumhase Agreement beadng date of May 15, 2003, has this day acknowledged the same before me and that said signatory has si_g. ned said Perio~j~ Payment Right Purchase Agre. ern~ht as said signatorv's free act and deed. Given under my hand this /~--'~ day of //~'~ ,~ °2003. ~ -- '~-~o--'T~ry'Public /"'~-,/~/ ~ State of Penn..~4~ania ' ' Print Name Her .~.~./,~,?_ _//~, My Commission Expires: ~,-//(:::~ ! Sk.'IR! Ev A. KENNEDY, NOT^~Y PIJBI.IC~ !! MY' ~.;0!V~I%SSION EXF'[~ ,::o JUL'~ 18, ~[Do Stone ~~'~ital, Inc., a Penn~nia~mom~ By: ~ '~, ~J/~ ~ (Seal) Adam M. Shapiro, C~ef Ope~ting ~cer PERIODIC PAYMENT RIGHT PURCHASE AGREEMENT EXHIBIT AND SCHEDULE LIST SCHEDULE A - EXHIBIT A - EXHIBIT B - EXHIBIT C - EXHIBIT D- EXHIBIT E - EXHIBIT F - EXHIBIT G- EXHIBIT H- EXHIBIT I- EXHIBIT J - EXHIBIT K- EXHIBIT L - IDENTIFYING INFORMATION AND SELLER'S AFFIDAVIT CONFIRMATION OF PURCHASE PRICE DESCRIPTION OF PERIODIC PAYMENTS ORIGINAL OR BEST AVAILABLE COPY OF THE SETTLEMENT DOCUMENTS (SETTLEMENT AGREEMENT AND RELATED COURT ORDERS) ORIGINAL OR BEST AVAILABLE COPY OF THE ANNUITY (OR IF UNAVAILABLE A STATEMENT OF BENEFITS) AND QUALIFIED ASSIGNMENT MARITAL STATUS INFORMATION; COPY OF MARRIAGE CERTIFICATE; SPOUSAL CONSENT; COPY OF PRIOR DIVORCE DECREES AND PROPERTY SETTLEMENTS; COPY OF BIRTH CERTIFICATE; DRIVER'S LICENSE; PROOF OF RECENT PAYMENT; AND SOCIAL SECURITY CARD GUARANTY, SECURITY AGREEMENT AND UCC-1 FORM OF WILL AND TESTAMENTARY AGREEMENT, LIFE INSURANCE REQUIREMENTS APPLICATION AND QUESTIONNAIRE IRREVOCABLE POWER OF ATTORNEY RELEASE, INDEMNIFICATION AND COVENANT NOT TO SUE LETTERS OF INSTRUCTION ASSIGNMENT 17 SCHEDULE A TO PERIODIC PAYMENT RIGHTS PURCHASE AGREEMENT DATE OF AGREEMENT: May 15, 2003 NAME: ADDRESS: INFORMATION REGARDING SELLER(S): Vickie L. Davis 111 West South Street Carlisle, PA 17013 TELEPHONE NUMBER: (717) 258-6033 SOCIAL SECURITY NUMBER: 169-56-7123 NAME: ADDRESS: TELEPHONE NUMBER: SOCIAL SECURITY NUMBER: SETTLEMENT AGREEMENT PARTICULARS: PARTIES TO THE AGREEMENT/OR COURT ORDER: PLAINTIFF: DEFENDANT(S): INSURANCE COMPANY: DATE OF AGREEMENT OR COURT ORDER: Vicki Thorson, Estate of Thomas Thorson United Telecommunication Services and Vicki Finkenbinder Continental Insurance Company June 8,1994 PRIMARY OBLIGOR: OWNER: ORIGINAL ANNUITANT: ANNUITY ISSUER: United Telecommunication Services and Vicki Finkenbinder Continental Insurance Company Vickie Davis (fka Vickie Thorson) lNG Life Insurance and Annuity Company SETTLEMENT PAYMENTS: Three hundred sixty (360) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on July 9, 1994 through and including the final payment on June 9, 2024; plus one (1) lump sum payment of Six Thousand and 00/100 Dollars ($6,000.00) due and payable on June 9, 1999; plus one (1)lump sum payment of Ten Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1) lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009; plus one (1) lump sum payment of Eighteen Thousand and 00/100 Dollars ($18,000.00) due and payable on June 9, 2014; plus one (1)lump sum payment of Twenty Two Thousand and 00/100 Dollars ($22,000.00) due and payable on June 9, 2019; plus one (1) lump sum payment of Twenty Eight Thousand Four Hundred Nine and 00/100 Dollars ($28,409.00) due and payable on June 9, 2024. 18 EXHIBIT A CONFIRMATION OF PURCHASE PRICE 19 Exhibit A: Confirmation of Purchase Price Purchase Price $55,276.00 Seller's Post-Signing Annuity Amount $ 0.00 Adjusted Purchase Price $55,276.00 The Seller acknowledges that the Adjusted Purchase Price for this transaction will vary depending upon the actual date of Closing, and that the Purchase Price reflected on this Exhibit "A" is accurate only if the Closing of this transaction occurs on or before receipt of the first payment. If any periodic payment specified in Exhibit "B" of this Agreement is due to or received by the Seller prior to the Closing Date, that payment(s) will be deducted by Stone Street Capital from the Purchase Price. The Adjusted Purchase Price will be that amount paid to the Seller and/or on the Seller's behalf at Closing, which amount shall be reflected on a Revised Exhibit "A" generated on or before the actual date of Closing. The Revised Exhibit "A" will be made available to the Seller at its request. 20 Vickie L. Davis EXHIBIT B DESCRIPTION OF PERIODIC PAYMENTS (These are the payments being purchased) 21 Exhibit B: Periodic Payments One hundred twenty (120) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2003 through and including the final payment on July 9, 2013; plus one (1) lump sum payment of Ten Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1)lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009. 22 EXHIBIT C ORIGINAL OR BEST AVAILABLE COPY OF THE SETTLEMENT DOCUMENTS (SETTLEMENT AGREEMENT AND RELATED COURT ORDERS) 23 EXHIBIT D ORIGINAL OR BEST AVAILABLE COPY OF THE ANNUITY (OR IF UNAVAILABLE A STATEMENT OF BENEFITS) AND QUALIFIED ASSIGNMENT 24 Exhibit B DISCLOSURE STATEMENT This Disclosure Statement is being provided by Stone Street Capital, Inc. to Viclde L. Davis on May 5, 2003 in connection with her agreement to transfer and assign to Stone Street Capital, Inc. or its assigns certain structured settlement payment rights due to Vickie L. Davis from lNG Life Insurance and Annuity Company as annuity issuer and/or Continental Insurance Company, as annuity owner, pursuant to that certain Settlement Agreement and Release between Vicki Thorson, Estate of Thomas Thorson and United Telecommunication Services and Vicki Finkenbinder dated on or about June 8, 1994. 1. Amounts and Due Dates of Payments to be Transferred. Vickie L. Davis intends to assign to Stone Street Capital, Inc. or its assigns ("SSC") all of her right, title and interest in and to one hundred twenty (120) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2003 through and including the final payment on July 9, 2013; plus one (1) lump sum payment of Ten Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1) lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009 out of those certain payments due under the Settlement Agreement and Release. A~grel~ate Amount of Payments Transferred. The aggregate amount of the payments to be transferred to SSC totals One Hundred Fourteen Thousand and 00/100 ($114,000.00). 3. Internal Revenue Service Discounted Present Value. The Internal Revenue Service discounted present value of the payments to be transferred is Ninety Five Thousand Eight Hundred Twenty Three and 95/100 Dollars ($95,823.95) determined by discounting the future payments to be transferred using a rate most recently published for determining the present value of an annuity by the Internal Revenue Service, which rate is 3.8%. This is a calculation of the current value of the transferred structured settlement payments under federal standards for valuing annuities. THIS 0 IS NOT THE RATE USED TO CALCULATE YOUR PURCHASE PRICE. It is also not the market rate for transfers of annuity payments of structured settlement payments. Gross Amount Payable. The gross amount payable to Vickie L. Davis in exchange for the transferred payments is Fifty Five Thousand Two Hundred Seventy Six and 00/100 Dollars ($55,276.00) Good Faith Estimate of Fees and Expenses. Vickie L. Davis will be responsible for paying the following commissions, fees, expenses, charges, and costs in connection with the closing of this transaction: Legal fees of $2,500 Net Amount Payable. The net amount payable to Vickie L. Davis in exchange for the transferred payments is Fifty Two Thousand Seven Hundred Seventy Six and 00/100 Dollars ($52,776.00). Quotient. The quotient (expressed as a percentage) obtained by dividing the net payment amount by the discounted present value of the payments is 55.08% (#6 divided by #3). Breach of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties) payable by the payee in the event of any breach of the transfer agreement by the payee shall be: None. Effective Date.. SSC's commitment obligation to enter into this transaction is conditional and contingent upon the execution and your return of this Disclosure Statement and execution of a Periodic Payment Right Purchase Agreement and related documents by all parties. The effective date of the Periodic Payment Right Purchase Agreement shall be the date on which the transaction is closed and funded to you, which date shall not, under any circumstances, be less than ten (10) days after the date of this Disclosure. 10. Best Interests. The best interests ofVickie L. Davis and his dependants, render the transfer appropriate. By signing this Disclosure Statement where provided below, Vickie L. Davis acknowledges and agrees that she has read and fully understands the foregoing Disclosure Statement, that she has been advised by SSC to discuss the Disclosure Statement and the details of the proposed transaction with her financial advisors and attorneys and has been provided an opportunity to do so. RECEIVED, AGREED AND ACKNOWLEDGED: Vickie L. Davis Date' -cf · Exhibit C Kevin J. Handy I.D. No. 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 (215) 994-4000 Attorney for Petitioners Stone Street Capital, Inc. IN RE: STRUCTURED SETTLEMENT PAYMENT RIGHTS OF VICKIE DAVIS CUMBERLAND COUNTY COURT OF COMMON PLEAS TERM, 2003 No. Transferor: Transferee: Annuity Owner: Annuity Issuer: Annuity Nos.: NOTICE Vickie Davis. Stone Street Capital, Inc. Continental Insurance Company ING Life Insurance and Annuity Company WS 19456-1A; WS 19456-1B Pursuant to 40 P.S. § 4003, notice is given that Vickie Davis has filed a petition to transfer her imerest in certain payments due under the above referenced annuity contract to: Stone Street Capital, Inc. 7316 Wisconsin Avenue, Suite 500 Bethesda, MD 20814 Tax Payer I.D. # 23-2617276 Continental Insurance Company and lNG Life Insurance and Annuity Company are not requested to honor the transfer at this time. Vickie Davis and Stone Street Capital, Inc. are currently seeking the approval of the Chester County Court of Common Pleas. Continental Insurance Company and lNG Life Insurance and Annuity Company are not required to appear at the hearing to approve the transfer, but either company is entitled to support, oppose, or otherwise respond to the petition in person or by counsel by submitting written comments to the Court or by participating in the hearing. Any submissions to the Court must be filed within 20 days of this notice. Upon entry of an order transferring the payments due to Vickie Davis, Continental Insurance Company and lNG Life Insurance and Annuity Company will be released from liability for the transferred payments except to the transferee. The form of order, attached hereto, will provide that the transfer shall not be interpreted to negate, impair, or modify the ownership or control over the annuity contract by the annuity owner or annuity issuer. Respectfully Submitted: Dated: May ,2003 Philadelphia, PA Kevin J. Handy I.D. Number 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 (215) 994-4000 Attorney for Petitioner Stone Street Capital, Inc. Exhibit I, Vickie L. Davis, understand that I may consult with an independent professional advisor regarding the legal, tax and financial implications of the transfer of my structured settlement payments. I have chosen not to consult with an independent professional advisor and hereby expressly waive such right. Vick]'e L. Davis Exhibit E IMPORTANT NOTICE: YOU ARE STRONGLY URGED TO CONSULT WITH AN ATTORNEY WHO CAN ADVISE YOU OF THE POTENTIAL TAX CONSEQUENCES OF THIS TRANSACTION. Kevin J. Handy I.D. No. 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 (215) 994-4000 Attorney for Petitioner Stone Street Capital, Inc. 1N RE: STRUCTURED SETTLEMENT PAYMENT RIGHTS OF VICKIE DAVIS CUMBERLAND COUNTY COURT OF COMMON PLEAS __ TERM, 2003 No. t~ ~ RULE TO SHOW CAUSE MD day of~-~.- 2003, upon consideration of Petitioners' Petition pursuant to 40 P.S. § 4001, et seq. a Rule is issued upon Vickie Davis and Stone Street Capital, Inc. to show cause why the relief requested should not be granted. Rule Retumable~. [ q~1~ ~ day of ,2003 at_ ~: ~ ~ in room ~} of the Cumberland County Court House, 1 Court House Square, Carlisle, Pennsylvania 17013. Judge 0~ 0O' IN RE: STRUCTURED SETTLEMENT PAYMENTS RIGHTS OF VICKIE DAVIS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. 03-2568 - Civil Term PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Enter the appearance ofMARTSON DEARDORFF WILLIAMS & OTTO on behalf of Petitioner Stone Street Capital, Inc., in the above matter. MARTSON DEARDORFF WILLIAMS & OTTO Anthony T. Lucido, Esquire I. D. Number 76583 Ten East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Petitioner Stone Street Capital Dated: June 27, 2003 Kevin J. Handy I.D. No. 87715 Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 (215) 994-4000 Attorney for Petitioner Stone Street Capital, Inc. 1N RE: STRUCTURED SETTLEMENT PAYMENT RIGHTS OF VICKIE DAVIS CUMBERLAND COUNTY COURT OF COMMON PLEAS TERM, 2003 ORDER TItIS MATTER was brought before the Court by way of Petition filed on behalf of Vickie Davis by Stone Street Capital, Inc., by and through Stone Street Capital, Inc.'s attorneys Dechert LLP for an order pursuant to 40 P.S. § 4001, et seq. The Court considered the Petition, and any opposition thereto, and the argument of counsel, and finds that all of the statutory prerequisites to the entry of this Order pursuant to 40 P.S. § 4001, et seq., have been met. AND NOW upon consideration of the joint Petition of Vickie Davis and Stone Street Capital, Inc., the Court finds that: 1. The transfer satisfies the requirements of 40 P.S. § 4001, et. seq. and will not contravene any other applicable Federal or State statute or regulations or any applicable law limiting the transfer of workers' compensation claims or the order of any court or responsible administrative authority; 2. Not less than 10 days prior to the date on which the payee first incurred any obligation with respect to the transfer, the transferee has provided to the payee a disclosure statement as provided by 40 P.S. § 4003(2); 3. The transfer is in the best interest of the payee taking into account the welfare and support of the payee's dependents, if any; 4. The payee has expressly waived independent legal advice regarding the implications of the transfer, including consideration of the tax ramifications of the transfer in a separate written acknowledgment signed by the payee; 5. The transfer contravenes the terms of the structured settlement agreement, but there is a favorable tax result in effect such that the approval of the annuity issuer and the structured settlement obligor shall not be required; 6. No court has previously approved the structured settlement agreement; 7. The payee has given written notice of the transferee's name, address, and taxpayer identification number to the annuity issuer and the structured settlement obligor and has filed a copy of such notice with the court pursuant to 40 P.S. § 4003(a)(6); 8. Prior to entering into the agreement to make a transfer under this act, the payee was provided with the "IMPORTANT NOTICE" required by 40 P.S. § 4003(b). Based on the foregoing findings and being satisfied that the transfer satisfies all applicable statutory requirements as set fort in 40 P.S. § 4001, et. seq. it is hereby ORDERED and ADJUDGED that said Petition is GRANTED as follows: Pursuant to 40 P.S. § 4001, et. seq., the assignment to Stone Street Capital, Inc., or its successor(s) or assign(s), of all right, title and interest in and to one hundred twenty (120) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2003 through and including the final payment on July 9, 2013; plus one (1) lump sum payment ofTen Thousand and 00/100 Dollars ($10,000.00) due and payable on June 9, 2004; plus one (1) lump sum payment of Fourteen Thousand and 00/100 Dollars ($14,000.00) due and payable on June 9, 2009 from an annuity owned by Continental Insurance Company and serviced by ING Life Insurance and Annuity Company, pursuant to annuity contracts numbered WS 19456-1A and WS 19456-1B (the "Assigned Payments") is hereby APPROVED. Pursuant to the Periodic Payment Right Purchase Agreement between Vickie Davis and Stone Street Capital, Inc., Continental Insurance Company and lNG Life Insurance and Annuity Company are directed to remit the Assigned Payments due under the contract to Stone Street Capital, Inc., or its successor(s) or assign(s) at 7316 Wisconsin Avenue, Suite 500, Bethesda, MD 20814 or at an address that Stone Street Capital, Inc., or its successor(s) or assign(s) designate. Pursuant to 40 P.S. § 4005, Continental Insurance Company and ING Life Insurance and Annuity Company are discharged from liability for the Assigned Payments except to Stone Street Capital, Inc., or its successor(s) or assign(s). This Order in no way modifies ownership or control over the underlying annuity contract by Continental Insurance Company. Vickie Davis, shall no longer have the power or authority to request changes to the payee's address or beneficiary designation with respect to the Assigned Payments, and no person or entity other than Stone Street Capital, Inc., its successor(s) or assign(s) shall have the power or authority to change the address for payment of the Assigned Payments. Continental Insurance Company and/or lNG Life Insurance and Annuity Company shall not change the payment address for the Assigned Payment unless it receives written notice to do so fi.om Stone Street Capital, Inc. or it successor(s) or assign(s). 5O