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HomeMy WebLinkAbout10-6611 STEPHANIE MIRANDA 5503 Moreland Court, #3 Mechanicsburg, PA 17055 (646) 236-2764 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Structured Asset Funding, LLC of TH~~~ o ° off ~a~Y 2010 OCT 18 PFD 3~ Ot~ CUMB~RI.APIQ COUNTY ~~~t~SYLYANIA IN RE: TRANSFER OF STRUCTURED COURT OF COMMON PLEAS SETTLEMENT PAYMENT RIGHTS BY CUMBERLAND COUNTY STEPHANIE MIRANDA ~ t JOINT PETITION FOR COURT APPROVAL OF A TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS TO THE HONORABLE JUDGES OF THIS COURT: Joint Petitioners STEPHANIE MIRANDA and STRUCTURED ASSET FUNDING, LLC, its successors and assigns (collectively "Structured Asset"), by and through its undersigned counsel, hereby jointly petition this Honorable Court for approval of a transfer of structured settlement payment rights pursuant to the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001 et. sec .. (the "Act"), and in support thereof state as follows: Stephanie Miranda ("Miranda" or "Payee") is an adult individual who resides at 5503 Moreland Court, #3, Mechanicsburg, Cumberland County, PA 17055. c~-~ t `~ v ~ a~ Qe~r~ 2. Structured Asset Funding, LLC, ("Structured Asset" or "Transferee") is a Florida limited liability company with a primary place of business at 1250 East Hallandale Beach Blvd, PH-A, Hallandale Beach, FL 33009, tax id # 82-0561706. 3. By the terms of a 2010 settlement of a personal injury action and the subsequent purchase of an annuity (the "Settlement"), Miranda became entitled to receive periodic payments as follows: • $1,263.71 per month, beginning December 1, 2010 for 5 years. (the "Periodic Payments"). 4. The structured settlement obligor is Pacific Life and Annuity Services, Inc. ("PEAS" or "Obligor") 5. Pursuant to the Settlement, the Obligor purchased an annuity, naming Miranda as annuitant, from Pacific Life and Annuity Company ("PLAC" or "Annuity Issuer") bearing annuity contract number 20101003 (the "Annuity"). 6. Pursuant to the Annuity, the Annuity Issuer makes the Periodic Payments required of the Obligor pursuant to the Settlement directly to Miranda. 7. Miranda, desiring to receive a lump sum payment in lieu of a portion of the Periodic Payments she would otherwise receive pursuant to the Annuity, has agreed to transfer to Structured Asset the following payments: • $1,263.71 per month, beginning December 1, 2010 for 5 years. (the "Assigned Payments"). 2 8. On September 29, 2010, Miranda executed a Structured Settlement Payment Right Purchase and Assignment Agreement (defined as a "Transfer Agreement" under 40 P.S. § 4002) with Structured Asset to effect the transfer of the Assigned Payments. A true and correct copy of the Transfer Agreement is attached and incorporated as Exhibit A. 9. Structured Asset timely provided to Miranda a Disclosure Statement, as required by 40 P.S. § 4003 (a)(2), more than ten days prior to the date on which the Payee was first to incur any obligation with respect to the transfer. A true and correct copy of the Disclosure Statement is attached and incorporated as Exhibit B.l 10. The aggregate total of the Purchased Payments is $75,822.60. 11. The gross payment to Payee is $50,000.00. 12. The net payment to Payee is 550,000.00. 13. Based on the net amount that the payee will receive from this transaction (i.e. $50,000.00) and the amounts and the timing of the structured settlement payments that would be assigned, the payee is, in effect, paying interest at a rate of 17.82% per year. 14. The Payee has been provided with the required "IMPORTANT NOTICE" in the form and manner prescribed by 40 P.S. § 4003 (3}(b). A true and correct copy of the notice is attached hereto and incorporated as Exhibit C. 15. The Payee has duly executed a separate written acknowledgment which acknowledges she has waived the opportunity to receive independent legal advice regazding this transaction. A true and correct copy of this acknowledgment is attached and incorporated hereto as Exhibit D. 1 Anticipating that the insurers may so request, Joint Petitioners attach Arizona and Colorado Disclosure Statements to Exhibit B, although they do not concede or admit that either state's law applies. 3 16. If approved, Miranda will use the proceeds to pay down debt, for current expenses and for a down payment on a home. See Affidavit of Stephanie Miranda attached and incorporated as Exhibit E. 17. Miranda is married with one dependent child. See id. 18. Miranda's spouse, Elviz Mendez, consents to this transaction. See Spousal Consent, attached and incorporated as Exhibit F. 19. Timely written notice of the transfer and the transferee's name, address, and taxpayer identification number was given to the Annuity Issuer, the Obligor and Mr. Mendez. A true and correct copy of the Notice of Assignment is attached and incorporated as Exhibit F. 20. Additionally, the Annuity Issuer, Obligor and Mendez have also been timely provided with a copy of the instant Petition, the exhibits hereto, and the proposed form of Order. See Certificate of Service attached hereto. 21. The transfer complies with the requirements of 40 P.S. § 4001 et s~ and does not contravene any other applicable federal or state statutes or the order of any court or responsible administrative or governmental authority or any applicable law limiting the transfer of workers' compensation claims. 22. The transfer is in the best interest of the Payee, taking into account the welfare and support of her dependents. WHEREFORE, having satisfied ail applicable statutory requirements for the transfer of the structured settlement payment rights identified in this Petition, Joint Petitioners respectfully 4 request that this Honorable Court grant the instant Petition and enter the attached Order. Respectfully submitted, STEPHANIE MIRANDA teph ie Miranda Pro se GREEN, SILVERSTEIN & GROFF, LLC 0 Mic el A. Green o D. Groff Attorneys for Petitioner Structured Asset Funding, LLC Dated: O~ 1,R. I S~ Z ~~~ 5 VERIFICATION I, Stephanie Miranda, verify and state that the facts contained in the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment Rights and the exhibits thereto are true and correct to the best of my knowledge, information and belief. I make this Verification subject to 18 PA. C.S.A. § 4904, relating to penalties for unsworn falsification to authorities. STEP IE MIRANDA 6 VERIFICATION I, Zack Leshetz, Esquire, verify and state that I am Managing Director for Structured Asset Funding, LLC, that I am authorized to make this Verif cation and that the facts contained in the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment Rights by Stephanie Miranda and the exhibits thereto are true and correct to the best of my knowledge, information and belief. I make this Verification subject to 18 PA. C.S.A. § 4904, relating to penalties for unsworn falsification to authorities. ~~~ Za Leshetz 7 ATTORNEY CERTIFICATION I, Michael A. Green, Esquire, attorney for Structured Asset Funding, LLC, hereby certify that, to the best of my knowledge, information and belief, formed after reasonable inquiry, that the transfer will comply with the requirements of the Act and will not contravene any other applicable federal or state statute or regulation or the order of any court or administrative authority. GREEN, SILVERSTEIN & GROFF, LLC ~~~~~ ~~ Michael A. Green Attorney for Petitioner Structured Asset Funding, LLC Dated: 0~~-~•• ~S , z a~ ~ 8 CERTIFICATE OF SERVICE I, Michael A. Green, Esquire, certify that I caused to be served a true and correct copy of the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment Rights, the exhibits thereto and proposed form of Order, this ~ day of de,~n~.~- , 2010, via certified mail, return receipt requested, upon the following: Ms. Stephanie Miranda 5503 Moreland Court, #3 Mechanicsburg, PA 17055 Ms. Laurie Church Pacific Life & Annuity Company Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Ms. Laurie Church Pacific Life & Annuity Services, Inc. Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Mr. Elviz Mendez 5503 Moreland Court, #3 Mechanicsburg, PA 17055 Michael A. Green EXKIBIT A ~.. STRUCTURED SETTLEMENT PAYMENT' RIGHT. PURCI~ASE AND ASSIGNMENT AGREEMENT This Structured Settlement Payment Right Purchase and Assignment Agreement (the "Agreement") is being entered into by and between Structured Asset Funding, LLC, 1250 East Hallandale Beach Blvd., Penthouse A, Hallandale, FI. 33009 ("Purchaser") and S. Miranda ("Seller"}, a resident of Cumberland Couaty, PA. This Agreement is dated and effective as of Purchaser's execution of the Agreemen# (or the date that is otherwise required by applicable law). RECITALS A: Seller, or Seller's predecessor in interest, has previously entered into a settlement, release, indemnity, compromise, and/or other agreement or document', and/or was subject to a court order, judgment, or decree, in connection with the settlement of a lawsuit and/or personal injury or wrongful death claim. The decree, order, judgment, release, settlement, indemnity, compromise and/or other agreement is set forth and described in more detail in Exhibit "A" attached to this Agreement and, together with any amendments, modifications, and revisions to same, shall hereafter be refetCed to. iR this Agreement as the "Settlement Agreement " Pursuant to the Settlement A~ e-eement, Seller is entitled to receive certain periodic settlement payments in the dollar amounts and on the dates set forth and described in the Settlement Agreement. (The payments which are due and payable to Seller pursuant to the Settlement Agreement shall hereaier be referred to as The "Settlement Payments"). B. Pacific Life and Annuity Services, Inc. (the "Settlement Obligor" or "PLASI", sometimes referred to as the "Annuity Owner"} agreed to make the Settlement Payments to Seller under the terms of the Settlement Agreement and/or assumed the obligation to make the Settlement Payments due Seller under the Settlement Agreement pursuant to a qualified assignment and/or other assignment, assumption or similar agreement (the qualified assignment, assumption agreement, or similar agreement or document is set forth and described in Exhibit "A" and shall hereafter be refeYted to as the "Qualified Assignment"). In order to fund its obligation to make the Settlement Payments, the Settlement Obligor purchased and/or caused to be issued an annuity (the "Annuity") by Pacific Life and Annuity Company (the "Annuity Issuer" or "PLAAC"). (The Annuity is set forth and descnbed in Exhibit A.) The Annuity Issuer is obligated 'to make certain payments under the terms of the Annuity (the "Annuity Payments"), in the amounts and on dates which correspond to the Settlement Payments. Seller is the "Annuitant" or "Payee" named in the Annuity and/or is the beneficiary of the original named Annuitant/Payee named in the Annuity or is otherwise entitled to receive the payments to be made under the terms of the Settlement Agreement, Qualified Assignment, and/or Annuity. Copies of the Settlement Agreement, Qualified Assignment, and the Annuity (if available) and/or a payment letter from the Annuity Issuer or Annuity Owner have been provided to the Purchaser-. The Settlement Agreement, the Qualified Assignment, the Annuity, and, any agreements, releases, letters, assignments, judgments, orders, decrees and other documents which reflect or evidence the Settlement Payments and the payment obligations of the Settlement Obligor, Annuity Owner, and Annuity Issuer shall hereafter be collectively referred to as the "Settlement Documents." C. Purchaser desires to purchase and acquire from the Seller, and the Seller desires to sett, assign, transfer, and convey to Purchaser,.certain of the Settlement Payments and, to the extent that Seller has any right, interest, or claim in or to the payments due and payable under the Annuity, in and to the Annuity Payments, in the amounts and on the dates due and payable to Seller, as set forth and described in Exhibit A. {The payments being sold, assigned, and transferred to Purchaser by Seller under this Agreement shall hereafter be referred to as the "Periodic Payments"). D. As used herein, "Term" means the period beginning with the earlier of the Closing Date (as defined in Section 2.3 of this Agreement) or the date of the fast Periodic Payment and ending with the last Periodic Payment whichts the subject of this Agreement. The "Transaction" shall refer to the assignment of the Periodic Payments by Seller to Purchaser, as set forth and desen"bed in this Agreement. The "Transaction Documents" shall refer to this Agreement and any and all other agreements, applications, letters, contracts, pleadings, affidavits, and other documents. executed, signed, and/or submitted by the Seller in connection with the Transaction. "Court Order" shall refer to the order or judgment PURCHASE AND ASSIGNMENT AGREEMENT --Page 1 of 16 Seller's Initias rendered or to be rendered in connection with the court approval of the Transaction in accordance with an applicable state statute as provided in Section 5.5 of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt aad suff ciency of which is hereby acknowledged, and subject to the terms, conditions, provisions, and contingencies set forth herein and in the other Transaction Documents, the parties agree, covenant, and promise as follows: AGREEMENT ARTICLE 1 PURCHASE AND SALE OF PERIODIC PAYMENTS 1.1 Purchase and Sale. Subject to the terms, conditions, provisions, contingencies, and limitations of this Agreement, Seller hereby sells, assigns, transfers, and conveys to the Purchaser, and Purchaser purchases and acquires from Seller the Periodic Payments. Seller makes such sale and assignment of the Periodic Payments to Purchaser free and clear of any and all right, title, interest or claim th or to the Periodic Payments or any lien, pledge, mortgage, security interest, charge, adverse claim, right or equity of redemption, or other encumbrance of or in the Periodic Payments of any nature or description whatsoever (collectively the "Encumbrances"}. 1.2 Purchase Price. In return for the sale and assignment to Purchaser of Seller's right, title, and interest in the Periodic Payments, and the other promises, covenants, and undertakings of Seller contained herein, Purchaser agrees to pay to Seller the amount set forth and descn'bed in Exhibit A as the "Purchase Price". Purchaser will pay the Purchase Price to Seller on the Closing Date (as defined in Section 2.3 of this Agreement). The Seller acknowledges and agrees that the Purchase Price shall be adjusted, if deemed necessary by Purchaser, by subtracting an amount equal to the sum of (i) all Periodic Payments received by Seller, or received by a person or entity entitled to received the Periodic Payments on behalf of the Seller, from and after the date hereof through and including the Closing; and (ii) any payments and advances made prior to Closing to or on behalf of Seller, including, but not limited to, any monies and amounts paid on Seller's behalf to Seller's independent advisors or creditors or to any othex person or entity at Seller's request and on Seller's behalf. Puxchaser shall not be obligated to make any payments or advances to Seller or on Seller's behalf prior to Closing and any payments and advances made by Purchaser pwsuant to this Section 1.2 of this Agreement shall be made, if at all, in Purchaser's sole and absolute discretion. 1.3 Manner of Payment; Risks; Determination of Purchase Price. The Seller may elect to have the Purchase Frice paid by wire transfer to such account or accounts of the Seller designated by Seller in writing prior to the Closing, or by a check drawn on any deposit account maintained by the Purchaser. The Purchase Price was determined by arms' length negotiation between the Purchasex and Seller and represents the agreement reached between said parties in light of, amongst otlier things, prevailing economic conditions and factors and the risks and expenses assumed and incurred by Purchaser relative to the Transaction. ARTICLE 2 CLOSING 2.1 Closin~~Defined. The closing of the Transaction contemplated by this Agreement (the "Closing") shall occur on the Closing Date (defined in Section 2.3 of this Agreement) when funds representing the Purchase Price (adjusted, if necessary, as provided in Section 1.2 of this Agreement) are paid and delivered to Seller and/or on behalf of the Seller, which date shall be as soon as reasonably practicable after entry of the Court Order and after the Purchaser, in its sole and absolute discretion, has determined that all of the conditions and contingencies required by this Agreement and the other Transaction Documents have been satisfied, have occurred, and/or have been performed and complied with, as the case may be, that no event or condition has occurred or exists Leading Purchaser to terminate this Agreement, and then disburses PURCHASE AND ASSIGNMENT AGREEMENT -- Page 2 of 16 Seller's Initials all or part of the Purchase Price to or on behalf of Seller. Seller agrees to use Seller's best efforts to take such actions, or refrain from taking such actions, as requested by Purchaser, which are reasonably necessary to secure the Court Order and close the Transaction in accordance with this Agreement. 2.2 Timing. of Closing, The Seller and the Purchaser hereby acknowledge that each of them will be simultaneously taking various actions necessary to satisfy, perform, and fulfill the conditions and contingencies required for closing the Transaction and that same conditions and contingencies are subject to various actions that must be completed by persons or entities that are not parties to this Agreement. FOR EXAMPLE, THE CLOSING DATE IS CONTINGENT UPON COURT APPROVAL OF THIS AGREEMENT. AS A RESULT, THE CLOSING DATE (AND PAYMENT OF THE PURCHASE PRICE) MAY BE DELAYED 30 DAYS OR LONGER FOR THE COURT TO REVIEW AND APPROVE THE TRANSFERS CONTEMPLATED UNDER THIS AGREEMENT. Therefore, it is not possible to predict the precise date on which the Closing will occur and Purchaser makes no representations regarding same. 2.3 Closing Date. The day on which funds representing the Purchase Price (adjusted, if necessary, as provided in Section 1.2 of this Agreement) are paid and delivered to the Seller shall be the "Closing Date." All events that are to occur on the Closing Date shall, for all purposes, be deemed to occur simultaneously, except to the extent that a specific girder 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 Payments, the Seller represents and warrants to the Purchaser as follows: 3.1 Authority and Enforceability. The Seller has all requisite power and authority and has taken all action necessary to execute and enter into this Agreement and each of the Transaction Documents, to conclude the Transaction contemplated in this Agreement, and to perform the Seller's obligations under this Agreement. This Agreement has been, and each of the Transaction, Documents have been or will be by Closing, duly executed and delivered by the Seller. This Agreemenrt is, and each of the Transaction Documents will be at Closing, a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with their terms. 3.2 No Breach or Default; No Violation of Law: No Consents. The execution and delivery by the Seller of this Agreement and the Transaction Documents and the conclusion of the Transaction contemplated by this Agreement and the Transaction Documents does not and will not: (i) constitute a breach o~ or result in a default under, ox give rise to any right of termination, cancellation or acceleration of any obligation or the loss of any material benefit under, the Settlement Documents; or (ii} breach or violate any existing contract or agreement of the Seller or any obligation of the Seller under any court or administrative orders, writs, judgments or decrees; or (iii) violate any statute or regulation; or (iv} except for ~e court approval referenced in Section S.5 of this Agreement, require the consent, authorization, or approval of any other person, entity, court, regulatory agency, administrative body, or any federal, state; local or other governmental agency or authority. 3.3 The Settlement Documents.. Copies of the Settlement Documents have been, or will be prior to Closing, provided and delivered to Purchaser. The copies of the Settlement Documents provided to Purchaser are true, correct, complete, and legible, and include all amendments, supplements, addendums, or modifications thereof and have not been changed or altered in any way by the Seller. The Settlement Documents are legal, valid and binding obligations of the parties thereto and are enforceable against each such party in accordance with their terms. None of the Settlement Documents are in default nor have any of them been breached or violated by the parties obligated under same. 3.4 Title to the Periodic Payments. The Seller owns outright, and has goad, marketable and defensible title to the Periodic Payments, free and clear of any Encumbrances. Except as specifically and expressly disclosed to Purchaser in writing prior to entering into this Agreement, Seller has not previously sold, transferred, assigned, pledged, encumbered, PURCHASE AND ASSIGNMENT AGREEMENT --Page 3 of 16 Seller's Inl als mortgaged, alienated or granted a security interest in any of the Periodic Payments or any of the Settlement Payments. Except as specifically and expressly disclosed to Purchaser in writing, none of the Periodic Payments or Settlement Payments have ever been attached, levied, foreclosed upon, seized, restricted, assigned, transferred, pledged, encumbered, or subjected to garnishment or any other legal process or proceeding. Closing of the Transaction will vest in Purchaser good, marketable and defensible title to the Periodic Payments, free and clear of any and all Encumbrances. Closing of the Transaction shall divest Seller of all right, title, interest, claim, and demand, either at law or in equity, in and to the Periodic Payments. 3.5 ~ Capacity: Marital Status: Proof of Identification. Seller has furnished to Purchaser true, correct, complete, and legible documents concerning any prior divorce,- annulment, marital separation, property settlement agreement, 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 Payments. The true, current marital status of the Seiler is set forth in the Application executed in connection with this Transaction and the full, true, and correct name and mailing address of Seller's spouse, if any, is also set forth in the Application. Jf Seller has been divorced, annulled or legally separated prior to the date of this Agreement, Seller has provided to the Purchaser a true, correct, complete, and legible copy of the Seller's prior divorce or annulment decree(s) and related property settlement agreements. Seller shall provide true, correct, complete, and legible copies of Seller's valid, current driver's Iicense and/or government- issued photographic identification card and Seller's social security identification card or othex evidence of Seller's social security number acceptable to Purchaser in its sole and absolute discretion. Seller shall also provide to Purchaser, if requested by Purchaser, a copy of a check stub or bank record evidencing Seller's receipt or a direct deposit of a recent Periodic Payment or Settlement Payment, which shall match and/or correspond to the Settlement Documents. 3.6 No Judgments or Actions. Except as specifically and expressly disclosed to Purchaser in writing in connection with this Transaction, there are no unsatisfied, outstanding judgments or liens against Seller and 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 Payments er the Settlement Payments, 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 pending or contemplated. 3.7 No Brokers. Except as specifically disclosed by the Seller in writing, 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, sale, or other commission or finder's fee shall be earned, due or payable to any person by the Purchaser in connection with the Transaction on account of any act or omission of the Seller. 3.8 Consultation with Advisors; Seller's Creditors. Seller has been advised by the Purchaser, in writing, to consult with the Seller's ffnancial, accounting, tax and legal advisors in connection with.the Transaction and has either ~i) consulted with such advisors or (ii) has had the opportunity to do so and knowingly and voluntarily chose not to seek such advice. The execution and delivery of this Agreement and the other Transaction Documents by the Seiler and the consummation of the Transaction have not been concealed from, and will not hinder, delay, or defraud any creditor of the Seller. To the extent that Seller was required by applicable law to receive, or has received, independent professional advice regarding this Transaction, the person or person with whom Seller consulted is set forth in Exhibit A or in some other document delivered to Purchaser. 3.9 Full Disclosure; No Adverse Facts. The representations and warranties of the Seller in this Agreement and in the other Transacrion Documents and the information furnished to the Purchaser and its representatives in connection with the Transaction do not and will not include any untrue ar misleading statement of fact. Seller is not aware of any fact or matter which might (i) diminish the value of the Periodic Payments or the rights and benefits of the Purchaser to be acquired under this Agreement; or (ii) impair or delay the Purchaser's ability to receive and collect the Periodic Payments. 3.10 Application, Beneficiaries, and Dependents. Seller has completed, signed, and delivered to Purchaser an Application in connection with the Transaction. All of the information stated in the Application is true and correct as of the date of this Agreement and at Closing.. Seller has also disclosed to Purchaser the true and correct identity and age of PURCHASE AND ASSIGL~IIVIENT AGREEMENT -- Page Q of lb ~_ Seller's Initials Seller's spouse and minor children and other dependents. Seller has also disclosed to Purchaser the true and correct identity of any beneficiary or other person properly and legally designated- by Seller to receive the Settlement Payments and/or Annuity Payments following the death of Seller. 3.11 Prior or Pendine Insolvency or Bankruptcy Proceedings or Other Legal Proceedings. Except as set forth on the Application, Seller has not been a party to any bankruptcy, reorganization, receivership, insolvency, ar similar proceeding. If Seller has been a party to any such proceeding, Seller has provided to Purchaser, or will provide to Purchaser prior to Closing, a true, correct, complete and legible copy of the Seller's discharge from such proceedings and/or an appropriate court order approving the Transaction contemplated by this Agreement. 3.12 Other Obli ag bons. Except as specifically and expressly disclosed to Purchaser in writing in connection with this Transaction prior to Closing, Seller is not in default on any obligation for child support or alimony or for the payment of state, federal, or local taxes, including federal income taxes. 3.13 Other Attempts to Assign• Cessation of Other Negotiations: Exclusivity. Seller has specifically and expressly disclosed to Purchaser in writing in connection with this Transaction, any and all prior transactions, sales, assignments, transfers and conveyances and the granting of any security interest in any of the Settlement Payments. Further, except as specifically and expressly disclosed to Purchaser in writing in connection with this Transaction, Seller has not, and has not attempted to, sell, assign, transfer, or convey any of the Settlement Payments #o any other person or entity, nor has Seller attempted to pledge, encumber or mortgage the Settlement Payments with or to. any other person or entity. To the extent that Seller has previously had discussions or negotiations with other persons or entities regarding the possible sale, assignment, transfer, mortgage, encumbrance, pledge or other conveyance of the Settlement Payments, Seller hereby represents and warrants that all such discussions or negotiations have ceased and any and all contracts, agreements, letters of intent and other documents relative to said discussions and/or negotiations have been and, to the extent necessary, hereby are cancelled, terminated, and rescinded. Seller has no other obligations to any other person or entity relative to the Periodic Payments and, except as expressly disclosed to Purchaser in writing, has no other obligations to any other person or entity relative to any of the Settlement Payments. To the extent that Seller has any obligations to any other fonder, person, or entity relative to the Periodic Payments, Seller hereby authorizes Purchaser to satisfy said obligations at Closing by deducting corresponding amounts from the Purchase Price. Seller represents and warrants that, upon signing this Agreement, Seller has ceased any and all discussions and negotiations with any other person or entity relative to the Periodic Payments and shall deal exclusively with Purchaser regarding said payments. 3.14 Disclosure Statement. Seller acknowledges that Purchaser has previously provided to Seller a disclosure statement ("Disclosure Statement") prepared and delivered in accordance with applicable law which sets forth certain of the main terms of the Transaction. Seller has read and understands said Disclosure Statement and has had the opportunity to. review and discuss the Disclosure Statement, this Agreement, and the Transaction with an attamey, certified public accountant, accountant, actuary, or other licensed professional advisor of Seller's choice. 3.15 Place of Residence. Seller represents and warrants that Seller resides in the State and at the address designated on Page 1 and Exhibit A of this Agreement. 3.16 Compliance with State Statutes. Seller represents and warrants that Seller has complied with, and will comply with, all applicable state and federal laws and regulations in connection with the Transaction. ARTICLE 4 ADDITIONAL AGREEMENTS OF THE SELLER 4. i Du_ to Coa,~erate• Periodic Payments Held in Trust; GuarantX. 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, holding in trust for the benefit of the Purchaser and immediately PURCHASE AND ASSIGNMENT AGREEMENT - Page S of 16 Setter's Initials delivering and paying 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 Purchasex} claimvng by ar through the Seller, to the extent that such payment constitutes-all or any part of any one or more of the Periodic Payments. After Closing, the Seller shall have no interest in any Periodic Payment other than that of a trustee for the benefit of the Purchaser. Seller hereby guarantees the prompt performance of all of the duties and obligations of Seller set forth herein and in all of the Transaction Documents. 4.2 Security Ap~eement. This in not a loan. Purchaser and Seller intend to create a security interest in favor of Purchaser in the rights to and interest only in the Periodic Payments due to Seller under the Settlement Agreement which Seller is assigning to Purchaser under this Agreement, as "General Intangibles" to the extent permitted under Article 9 of the Uniform Commercial Code which is in effect in the state in which Seller resides. Seller understands that this Agreement shall also function as a security agreement, and shall secure payment of the rights assigned by Seller to Purchaser and the performance of Seller's obligations and representations set forth under this Agreement. This Security Agreement is not intended to provide recourse to anything other than the Periodic Payments assigned to Purchaser. There is no recourse against the Seller in the event of insolvency of the Settlement Obligor or Annuity Issuer. Seller hereby authorizes Purchaser to direct any account debtox, or obligor on an instrument, including, without limitation, the Settlement Obligor or Annuity Issuer, to make the Periodic Payments directly to Purchaser, and, as contemplated by the Uniform Commercial Code. Purchaser is authorized to file a UCC-i fmancing statement to perfect its rights and to perfect the security intexest created under this Agreement. 4.3 Access to Information. The Seller. agrees and hereby authorizes the Purchaser to obtain and perform credit checks and obtain credit reports on the Seller and secure and perform other information and investigations including, without limitation, lien searches, searches for abstracts of judgments or other claims against the Seller, criminal background checks, checks of court records, and contacting Seller's present and previous employers, landlords, creditors and references. Seller hereby authorizes Purchaser to contact the Settlement Obligor, the Annuity Issuer, and/or the Annuity Owner and any other person or entity obligated to make the Settlement Payments and/or Annuity Payments to verify any and all information relative to the Settlement Payments and/or the Annuity Payments. Seller hereby authorizes, directs, instructs and consents to the release by the Settlement Obligor, the Annuity Issuer, and/or the Annuity Owner and any other person or entity obligated to make the Settlement Payments and/or Annuity Payments of any and all information to Purchaser relative to the Settlement Documents and/or the Settlement Payments. 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 actions in doing so. Seller further authorizes and consents to Purchaser recording, verifying, and/or registering information regarding the Transaction in the National Association of Settlement Purchasers Anti-Fraud database for any lawful purpose. 4.4 Disclosure of Misrepresentations and Breaches. The Seller shall immediately notify the Purchaser if any of the representations or warranties of the Seller in this Agreement or any of the Transaction Documents are determined by the Seller to have been, or to be, incorrect, inaccurate or misleading when they ware made, or which are later determined by the Seller to be incorrect, inaccurate or misleading. 4.5 )~urther Assurances. At any time and from time to time, the Seller shall promptly execute, upon Purchaser's request, all other documents, and perform or refrain from performing such additional acts, as may be necessary or reasonably requested by the Purchaser, to conclude the Transaction and to assure the Purchaser's receipt of all of the benefits of the Transaction, including the Periodic Payments. 4.6 This is Not a Loan. PURCHASER I5 NOT MAKING A LOAN TO SELLER. THE SALE OF THE PERIODIC PAYMENTS BY THE SELLER TO THE PURCHA5ER IS AND SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE ASSIGNMENT AND CONVL''YANCE BY THE SELLER TO THE PURCHASER OF THE PERIODIC PAYMENTS, AND THE SELLER ACKNOWLEDGES AND AGREES THAT THIS TRANSACTION IS NOT INTENDED 1N ANY RESPECT TO BE A LOAN FROM THE PURCHASER TO THE SELLER OR TO CREATE ANY TYPE OF LENDERBORROWER RELATIONSHIP, PARTNERSHIP OR JOINT OWNERSHIP ARRANGEMENT BETWEEN THE SELLER AND THE PURCHASER. UPON THE CLOSING OF THI5 PURCHASE AND ASSIGNMENT AGREEMENT --Page 6 of 16 Seller's In 'a1s TRANSACTION, {A) THE SELLER SHALL HAVE NO RIGIiTS TO OR IN THE PERIODIC PAYMENTS AND SHALL HAVE NO RIGHT OR ABILITY TO FINANCE OR REFINANCE THE PERIODIC PAYMENTS WITH PURCHASER OR ANY OTHER PERSON OR ENTITY AND (B) PURCHASER SHALL HAVE NO RECOURSE AGAINST SELLER, AND SHALL HAVE NO RIGHT TO SUE SELLER, IN THE EVENT THE ANNUITY ISSUER ANDIOR THE SETTLEMENT OBLIGOR FAIL TO PAY THE PERIODIC PAYMENTS BECAUSE EITHER OF THEM IS FINANCIALLY UNABLE TO DO SO. 4.7 Prior or Other Negotiations. To the extent that Seller has previously engaged in negotiations or discussions or has signed or executed a contract with other parties or entities regarding the sale, assignment, transfer, conveyance, mortgage, encumbrance, or pledge of the Periodic Payments, Seller has terminated all such negotiations or discussions and/or has canceled and rescinds all contracts or agreements with such parties or entities. By signing this Agreement, Seller hereby authorizes Purchaser to rescvnd, terminate and cancel, on Seller's behalf, all discussions, negotiations, contracts and agreements with such persons or entities. Seller agrees to work and deal exclusively with Purchaser to consummate the Transaction and to complete and effect the sale of the Periodic Payments and secure the Court Order. To the extent that Seller has any obligations to any third party, person or entity relative to the Periodic Payments, Seller hereby authorizes Purchaser to satisfy such obligations at Closing. 4.8 Beneficiaries. Seller aclaiowledges and agrees that Purchaser shall be entitled to receive the Periodic Payments to the exclusions of any beneficiary, heir, executor, representative, or dependent of Seller. To the extent deemed necessary by Purchaser and/or if requested by Purchaser, Seller shall execute and sign any document, agreement, waiver, beneficiary change or other document to reflect, evidence and confirm that Purchaser shall be entitled to receive the Periodic Payments to the exclusion of Seller and/or Seller's heirs, beneficiaries, representatives, dependents and executors. Upon consummation of this Transaction, entry of the Court Order, and Closing, Seller and Purchaser agree, acknowledge and confirm that any beneficiary, heir, executor, representative and/or dependent of Seller shall be absolutely and foxever divested of any right, title, claim or interest in the Periodic Payments. ARTICLE 5 CONDITIONS TO CLOSING The obligations of the Purchaser to effect the Transaction shall be subject to the performance and satisfaction, prior to the Closing Date, of each of the following conditions ir3 form, scope, and substance satisfactory to Purchaser, unless waived in writing by the Purchaser: S.I Delivery of Documents. The Seller shall have delivered to the Purchaser duly executed originals (including alI attachments and exhibits} of the following documents, the applicability of which shall be the sole determination of Purchaser,: (i) This Agreement, along with all required schedules, exhibits and addenda hereto; (ii) The Seller's Affidavit certifying certain information about the Seller, in form and substance acceptable to Purchaser, in its sole and absolute discretion; (iii} The original, or a true, correct, complete, and legible copy of, the Settlement Documents; {iv) A signed Spousal Consent form; copies of prior divorce and/ox annulment decrees, includmg property divisions and settlements; a current driver's license or government issued ID card; a social security card or other evidence or Seller's social security number, acceptable to Purchaser, in its sole and absolute discretion; if requested by Purchaser; copies of a recent check, payment stub or bank account records and statements showing a deposit to Seller's account a recent Settlement Payment; PURCHASE AND ASSIGNi1~ENT AGREEMENT -Page 7 of I6 Seller's Ini ials (v) A Security Agreement and related UCC-1 forms, if requested by Purchaser; (vi) A completed and signed Application; (vii) Executed copies of all other agreements, documents, instruments, certificates, opunions of counsel, reports or other writings of any nature whatsoever required by this Agreement or deemed necessary, advisable or desirable by Purchases to consummate the Transaction. 5.2 Representations And Warranties. All of the Seller's representations and warranties in this Agreement shall be true, correct and complete 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. 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. 5.3 Performance Of Obligations. The Seller shall have performed, observed, satisfied and complied with all covenants under this Agreement and the Transaction Documents on or before the Closing Date. 5.4 Absence of Liens. The Purchaser shall perform, at its own expense, such credit checks and Iien 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 affect its rights to receive the Periodic Payments. If requested by Purchaser, SeIler 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 tax year during which this Agreement is executed by Purchaser. 5.5 Court Approval of the Transaction. Seller understands and acknowledges that the Transaction must be approved by a court of competent jurisdiction in accordance with an applicable state transfer statute and must be structured, consummated, closed and approved in accordance with certain applicable federal Iaw. A further condition and contingency to the Closing of the Transaction is that the Purchaser and/or the Seller shall have procured and/or received a final court order, judgment, or decree (the Court Order, as defused in Recital D of this Agreement) approving the sale, assignment and transfer of the Periodic Payments to Purchaser. Seller shall cooperate with and assist Purchaser, in all respects, to secure said Court Order. If the Court Order is denied, Purchaser may, but shall have no obligation to, appeal such denial. ~ however, Purchaser does pursue an appeal of such denial, Seller s~-all fully cooperate and assist Purchaser in connection with said appeal. 5.6 Financin¢ Contingency. In the event Purchaser determines, in its sole and absolute discretion, that financing is not available for Purchaser's purchase of the Periodic Payments, whether under Purchaser's existing credit facilities, through the credit markets or otherwise, Purchaser shall have the right to terminate this Agreement at any time prior to sixty (60} days after the issuance of the Court Order. Purchaser shalt pay SeIler a termination fee equal to $1,000.00 with its notice of termination (the "Termination Fee"}. After Purchaser's tendex of the Termination Fee, whether or not Seller accepts such tender, neither party shall have any further rights or obligations under this Agreement. Seller acknowledges and agrees that Purchaser's rights to terminate this Agreement under the terms of this paragraph is not a breach of this Agreement and Seller waives any and all damages, liabilities, expenses (including attorneys fees} and costs, whether direct or indirect, matured, contingent, consequential, incidental, special or otherwise, which may or can arise due, or is related, to the termination of this Agreement by Purchaser under this paragraph. 5.7 Other Requirements. Such other requirements as Purchaser may, in writing, inform Seller that Purchaser requires be satisfied. ARTICLE 6 WAIVER OP' RESTRICTIONS; INDEPENDENT ADVICE; EXEMPTIONS; INDEMNITIES PURCHASE AND ASSIGNMENT AGREEMENT -Page 8 of 16 Seller's Initi Is w 6.1 Restrictions on AssignabilitX. Seller acknowledges that, to the extent that the Settlement Documents contain or purport to contain any restriction on the ability, right, or power of the Seller to assign, sell, transfer, mortgage, encumber, alienate, or convey the Periodic Payments, that such restrictions were included in the Settlement Documents for Seller's benefit and not for the benefit or protection of any other person. Seller, on behalf of himself and his heirs, beneficiaries, executors, administrators, successors, and Iegal representatives, hereby WAIVES AND RELEASES all rights and benefits of the Seller in, to, or undex, any and ail restrictions on assignability contained in the Settlement Documents. To the extent that any such restrictions were included to insure favorable tax treatment or benefits for the Seller or fox any other purpose, Seller acknowledges that Seller is not relying upon any representation or warranty of the Purchaser with respect to the tax consequences of the Transaction or the waiver contained herein. 6.2 Independent Advice. Seller acknowledges and agrees that: (i) Seller has had the opportunity to receive legal, tax, financial, accounting and/or business ar personal advice regarding the Transaction from Seller's own legal, tax, financial, accounting and/or other advisors and has either received such advice or has knowingly and voluntarily waived and declined the opportunity to seek such advice; (ii) Seller has not received any financial, accounting, tax, legal, business, or other advice from the Purchaser; and (iii) Seller has relied solely upon the advice of Seller's own financial, accounting, tax, legal, business and other advisors in entering into this Agreement and consummating the Transactions. SELLER FURTHER ACKNOWLEDGES THAT SELLER iS FULLY AWARE OF THE ECONOMIC CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THIS iS AN IMPORTANT FINANCIAL TRANSACTION AND SELLER SHOULD CONSULT WITH HIS/IiER OWN ADVISORS REGARDING SAID TRANSACTION. It is Purchaser's policy and practice to not make recommendations or referrals of particular attorneys or advisors for Seller to consult with regarding this transaction. Should Seller desire a xecommendation of a lawyer #o represent and advise you in connection with this transaction, Selier should consult a State or local bar association for recommendations of a lawyer. Seller's decision whether to consult with a financial advisor or Iawyer regarding this transaction and which financial advisor or lawyer to consult with is Seller's decision alone. Purchaser is willing to work with any financial advisor and/or lawyex designated by Seller in connection with this transaction. 6.3 Waiver of Exemutions. Seller has signed this Agreement and is entering into this Transaction of Seller's own free will and volition and hereby expressly and voluntarily WAIVES and RELEASES all rights and benefits of Setter in, to, or under aIl applicable laws and statutes and all provisions and principles of common law, regulations and any constitution which purport to exempt the Periodic Payments and/or any payments due or payable under the Settlement Documents from any claims or damages by, through or on behalf of Purchaser or its successors or assigns ox which exempt the Periodic Payments from execution, attachment, garnishment, seizure ox other process by Purchaser, which may be necessary to enforce this Agreement or allow Purchaser to receive the practical benefits of the Transaction. 6.4 Indemnities. The Selier further agrees and covenants (both for Seller and on behalf of Seller's heirs, executors, administrators, represematives, successors, and assigns): (i) to release, indemnify and hold the Purchaser harmless from any claim that the Periodic Payment were not assignable; (ii) to never claim, either in a suit or in the defense of an action by the Purchaser or any other Berson, that the Periodic Payment Rights were not assignable. 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, Iiability, 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. 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 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 par4ies are entitled to indemnity under the provisions of this Agreement, 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 rights of the Purchaser or any indemnified party to indemnity hereunder except to the extent that the Seller is shown to have been damaged by suck delay or failure. PURCHASE AND ASSIGNMENT AGREEMENT -Page 9 of I6 Setter's Initials 6.5 Seller's Protection of Third Parties. Seller acknowledges that the Settlement Agreement, Annuity and/or other Settlement Documents may contain provisions that restrict or purport to restrict the assignment of the Periodic Payments. Seller hereby (i) releases the Annuity Owner, the Annuity Issuer, the Settlement Obligor and all other persons or entities obligated to make the Periodic Payments pursuant to the terms of the Settlement Agreement and/or Annuity from any claims, causes of action, or liability, for complying with Seller's instructions regarding the Periodic Payments; (ii) releases and waives all claims, causes of action, or liability against the Annuity Owner, the Annuity Issuer, and Settlement Obligor and all other persons or entities obligated to make the Periodic Payments for failing and refusing to oppose the Transaction based on the presence of anti-assignment or anti-encumbrance language in the underlying Settlement Documents or for any other reason; (iii) for making and sending the Periodic Payments to Purchaser in accordance with the terms of this Agreement and the Court Order; (iv) for allowing, permitting, facilitating, cooperating with, and/or not opposing the Transaction and entry of the Court Order; (v) for not appearing or objecting in the proceeding in which the Court Order was entered; (vi) for failing or refusing to assert that any claim, defense, or position that the Periodic Payments were not transferable or assignable; and (vii) for honoring and complying with the Court Order. Seller and Purchaser acknowledge and agree that the Annuity Owner, Annuity Issuer, and/or Settlement Obligor will discharge their obligation to make the Periodic Payments due under the Settlement Agreement and/or Annuity by delivering said Periodic Payments to Purchaser in accordance with this Agreement and the Court Order. Seller agrees to indemnify, hold harmless and defend the Obligors in connection with the releases and waivers set forth in this Section 6.5. Seller and Purchaser agree to indemnify, hold harmless, and defend Obligors from and against any future claims to or against the Periodic Payments by any parson or entity other than the Purchaser and the Purchaser's successors and assigns, Seller agrees that this protection of third parties shall be binding upon Seller and Seller's heirs, executors, administrators, representatives, successors, estate and any person ar entity claiming by, through ox under Seller (directly or indirectly), and shall survive the consummation of this Agreement. ARTICLE 7 TERD~IINATION & RESCISSION 7.1 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(s) to the Purchaser's obligations hereunder has not been satisfied prior to that date, unless the failure to satisfy such condition(s) is the result of a material breach of this Agreement by the Seller. Provided, however, that if the Purcbaser has filed and is working to secure the Court Order, then this Agreement may not be terminated by Seller until and unless the Court Order proceeding is resolved and decided, one way or another, except with the written consent of Purchaser. Purchaser may terminate this Agreement at anytime, even after the proceeding to secure the Court Order has been filed. 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 6, 7 and~8 of this Agreement 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 ofthe Purchaser from seeking damages from the Seller for any breach of this Agreement, including, without limitation, attorneys' 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. 7.2 Rescission. Unless prohibited, expanded, or otherwise provided by applicable law, Seller shall have a three (3) day right of rescission after execution of this Agreement, during which Seller may rescind and cancel this Agreement without any further duty, liability, or obligation to Purchaser. If applicable law provides for a longer period during which the Seller may rescind this Agreement, then Seller shall have until the end of the time period provided by applicable law to rescind and cancel this Agr~ment without any further duty, liability, or obligation to Purchaser. Seller must exercise any right of rescission by notifying Purchaser, in writing, of Seller's intent to rescind and cancel this PURCIIASE AND ASSIGNMENT AGREEMENT -Page 10 of 16 Seller's Initial Agreement within the time period provided by this section 7.2 or applicable law, as the case may be. Notice of Seller's intent to rescind andlor cancel this Agreement shalt be timely as Long as it is delivered to Purchaser or post-marked by the deadline for exercising such right of rescission and cancellation. ARTICLE 8 GENERAL PROVISIONS 8.1 Norices. 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, return 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 on Page 1 of this Agreement and/or in Seller's Application 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 notifying the other parry of such change 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. 8.2 Governing. Law. This Agreement, the Transaction Documents, and the rights, duties, and obligations of the parties under said documents and agreements, shall be governed, interpreted, construed, and enforced in accordance with the laws of Pennsylvania and the United States of America. 8.3 Entire Agreement. This Agreement, the exhibits, and the Transaction Documents set forth the entire agreement of the Seller and the Purchaser with respect to the Transaction and supersede all prior agreements, arrangements, and understandings relating to the Transaction, whether oral or written. 8.4 Amendment; Waiver. This Agreement and the other Transaction Documents maybe amended, modified, superseded or canceled only 'by a written instrument signed by all of the parties hereto, and any of the terms, provisions, representations, warranties, covenants or conditions hereof or thereof maybe waived only by a written instrument signed by all of the parties hereto. In the case of a waiver of an obligation, term or provision of this Agreement, any such waiver must be in writing and signed by the parry waiving compliance. The failure of any party to require performance of any provision of this Agreement or any of the Transaction Documents shalt in no way affect the right to enforce the same. No waiver by any party of any condition contained in this Agreement or any of the Transaction Documents, or of the breach of any term, provision, representation, warranty or covenant of same shaIl be deemed to be or construed as a further or continuing waiver of any such condition or breach, or as a waiver of any other condition or of the breach of any other term, provision, representation, warranty or covenant. 8.5 Severability and State Law Savines Clause. If any provision of this Agreement or any Transaction Document is held to he to any extent unenforceable, invalid or inconsistent with any applicable state and/or federal law, then the parties hereto agree that. such provision shall be deemed to be modified for purposes of performance of this Agreement or any Transaction Document to the extent necessary to render it lawful and enforceable, or if such a modification is not possible without materially altering the intention of the parties hereto, then such provision shall be severed from the agreement or document for purposes of the performance or enforcement. of same. The validity of the remaining provisions of the Agreement and the Transaction Documents shall not be affected by any such modification or severance. Any such finding of unenforceability, invalidity or inconsistency of a provision or this Agreement in any given jurisdiction shall net prevent the enforcement of any such provision or any other provision of this Agreement in any other jurisdiction to the maximum extent permitted bylaw. 8.6 Availability of Equitable Remedies. Since a breach of the provisions of this Agreement by the Seller could not adequately be compensated by money damages, the Purchaser shall be entitled, at any time befare, at, or aftex the Closing, in addition to any other right ar 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 band 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. PURCHASE AND ASSIGNMENT AGREEMENT -- Page 11 of 16 ~~ Seller's Initials 8.7 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 unsuccessful party to such action or litigation shall pay to the successfisl party all costs and expenses, including, without limitation, actual attorneys' fees expended or incurred in connection therewith by such successful party; and if the successful party shall recover judgment in any such action or proceeding, such costs, expenses and attomeys' fees may be included in and as a part of such judgment. 8.8 Headings; Gender: Numbers: Interpretation. Ali of the headings contained in this Agreement aze for purposes of convenience or reference only, and shall not be deemed to be a part of this Agreement or to affect ttte 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 neutral gender, shall, where appropriate, be deemed to include all other genders. All plurals used in this Agreement or any Transaction 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 normal rule of contractual construction that any ambiguities in a contract are. to be resolved against the drafting party shall not be used in the interpretation of this Agreement, any of the Transaction Documents, or any amendments or exhibits to same and no presumptions regarding the interpretation of said documents .and agreements shall be made as a result of the drafting of said agreements and documents. 8.9 Survival. All of the representations, warranties; covenants, agreements, indemnifications, obligations, duties and liabilities of the Seller and the Purchaser set forth in this Agreement and the other Transaction Documents shall survive until the tenth (10th) anniversary of the Purchaser's actual receipt of good funds representing the last of the Periodic Payments, and shalt not be deemed merged into the Transaction Documents. 8.10 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 Transaction 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. 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, BENEI; ICIARIES, REPRESENTATIVES AND ADMINISTRATORS, IRRESPECTIVE OF ANY DESIGNATION OF THE SELLER'S ESTATE AS THE BENEFICIARY UNDER THE SETTLEMENT DOCUMENTS. 8.11 Purchaser's Right to Assign. The Purchaser (and each and any assignee of the Purchaser) may assign alt or any portion of its right, title, and interest in and to this Agreement, the other Transaction Documents, the Annuity, the Settlement Documents, and/or the Periodic Payments either before or after the Closing and without any requirement of prior consent from ar notice to the Seller. Upon any such assignment, Purchaser shall be released from any liability hereunder and thereunder without any requirement of further documentation and the transferor shall look solely to such assignee for any payment (e.g., the Transfer Price, the servicing ofnon-Transferred Payments) and any other performance hereunder and thereunder. Without limiting the generality of the foregoing, the' Seller shall, upon request of the Purchaser or any assignee of either the Purchaser or any assignee of Purchaser, execute artd deliver any such documents as the Purchaser or any such assignee may require to effectuate and consummate the transactions contemplated hereby. If Purchaser does make an assignment as contemplated hereby, any such reference in this Agreement and its related documents shall mean Purchaser's assignee. 8.12 Recitals Incoroorated. Each of the recitals to this Agreement is hereby incorporated and included in this Agreement by this reference, as is fully set forth at length here. 8.13 Holdback. Purchaser may, in its discretion, at 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 (the "Holdback"). The Holdback may be retained by Purchaser for up to sixty (60} days or until satisfaction of all conditions and requests for any and all documents required for Closing, including, but not limited tq Annuity Issuer PURCHASE AND ASSIGNMENT AGREEMENT -Page 12 of 16 . Seller's Initials and/or Annuity Obligor's confirmation or acknowledgment that it will comply with the Court Order, the assignment and the address change and/or upon the receipt by Purchaser of the fast 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. 8.14 Multiple Originals. Seller and Purchaser may fully execute two {2) originals of this Agreement, each of which shall be deemed an original Agreement but which together shall constitute one and the same Agreement. 8.15 Usury Savings Clause. THIS IS NOT A LOAN. It is the intention of Purchaser and Seller that the provisions of this Agreement constitute a purchase and sale of all of Seller's right, title and interest in and to the Periodic Payments and it is not, nor should it be construed as, a loan. Nonetheless, in order to protect against any conceivable determination that the conveyance was not effective, it is the intent of Purchaser and Seller to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Purchaser and Seller are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency {including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation} shall the rate of interest taken, reserved, contracted for, charged or received under this Agreement or otherwise, exceed the Maximum Lawful Rate (defined below). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Lawful Rate, any such construction shall be automatically reformed and the interest payable shall be automatically reduced to the Maximum Lawful Rate, without the necessity of execution of any amendment of this Agreement or any new document. As used herein., the term "Maximum Lawful Rate" means the maximum nonusurious rate of interest per annum permitted by whichever of applicable United States federal law or applicable state law permits the higher interest rate. [REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] PURCHASE AND ASSIGNMENT AGREEMENT -- Page 13 of 16 Seller's Initials c 1N 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: ~-'~~li~ tephan a Miranda ~ Date Aclolowledgment for Stephanie Miranda Commonwealth of Pennsylvania ) ,, County of(+.~1 m,~2~,L~cc ~~~~, ) SS: I, a Notary Public of the County and State aforesaid, do hereby certify that Stephanie Miranda whose name is signed to the foregoing Structured Settlement Payment Right Purchase and Assignment Agreement, has this day aclmowledged the same before me •and that said signatory has signed said Structured Settlement Pa ent Right chase and Assignment Agreement as said signatory's free act and deed. Given under my hand this zg'`~day of ~ :~~,•~/~2010. ~% ~, r ~ x.c N6fary bl'~ CtSl~ilNt)NWEAL'fli OF PENNSYWA onwealth of Pennsylvania Notarial5ea! • Suzanne E. Miller, Notary Pubffc ~/ L East Hanover TWp., Dauphin C,out~tt~y~,~__nt ame Here: > L.C 2 r3~~ ~ ` L , ~ i /~/ .~iC; ~ My Commission Expires Sept 22, 20f3~ P1emt!er. Penncvlvania pssodation of Notaries ~ - ~ ~ -~~ `~ My Commission .Expires: PURCHASER: STRUCTURED ASSET FUNDING, L,LC • Andrew Savysky, President Date PURCHASE AND ASSIGNMENT AGREEMENT -- Page 14 of 16 Seller's 4 EXHIBIT A TO STRUCTURED SETTLEMENT PAYMENT RIGHT PURCHASE AND ASSIGNMENT AGREEMENT 1. DATE OF AGREEMENT: This Agreement is dated and effective as of Purchaser's execution of the Agreement (or the date that is otherwise required by applicable law), 2'. )3A~TIES TO AGREEMEN'T': A. Seller -- S. Miranda A resident of Cumberland County, Pennsylvania SS#: XX7~-XX-2466 DOB: X~/XJC/1984 B. Purchaser -- Structured Asset Funding, LLC 1250 East Hallandale Beach Blvd., Penthouse A Hallandale, FL 33009 954-455-6060 3, SETTLEMENT AND ANNUITY DOCUMENTS A. Settlement Agreement -- Settlement Agreement and Release by and between Stephanie Miranda {"Plaintiff'); Interstate IndemniTy Company ("insurer") B. Annuity Contract Number -- 20101003 C. Qualified Assignment -- Qualified Assignment and Release Ao Bement by and between Stephanie Miranda ("Claimant"}; Interstate .Indemnity Company (Fireman's Fund Insurance Company} ("Assignor"}; Pacific Life & Annuity Services, Inc. ("Assignee"); Pacific Life & Annuity Company ("Annuity Issuer"). D. Annuity Issuer - .,Pacific Life and Annuity Company E. Settlement Obligor -- Pacific Life and Annuity Services, Inc. 4. SETTLEMENT PAYMENTS =- As described in the Settlement Agreement and Annuity Policy. 5. PERIODIC PAYMENTS -- Sixty (60) monthly payments, each in the amount of One Thousand Two Hundred Sixty Three and 71/I00 Dollars {$1,263,71) beginning with the payment on December 1, 2010 through to and including November 1, 2015. 6. PURCHASE PRICE -- Fifly Thousand and 00/100 Dollars ($50,000.00) PURCHASE AND ASSIGNMENT AGREEMENT --Page 15 of 16 Seller's Initials This Exhibit A to Structured Settlement Payment Right Purchase and Assignment Agreement is incorporated into and made a part of the Structured Settlement Payment Right .Purchase and Assignment Agreement (the "Agreement"), to which this Exhibit A to Structured Settlement Payment Right Purchase and Assignment Agreement is attached, and to the other Transaction Documents as if fully set forth and incorporated into said agreements, contracts, and documents, at length. Seller •acknowledges that it is the intent of Seller to assign, sell, transfer, and convey to Purchaser the Periodic Payments descn'bed above. Seller acknowledges that the closing and funding of the Transaction described herein and in the Transaction Documents is expressly contingent upon entry of a final Court Order, as described in Section 5.5 of the Agreement. Stephanie iranda ~- Aclrnowledgment for Stephanie Miranda Commonwea of Pennsylvania ) SS: County of Cr /~li~ ) I, a Notary Public of the County and State aforesaid, do hereby certify that Stephanie Miranda whose name is signed to the foregoing Structured Settlement Payment Right Purchase and Assignment Agreement, has this day. aclrnowledged the same before me and that said signatory has signed said Structured Settlement Payment Righ-~e ,and Assignment Agreement as said signatory's free act and deed. Given under my hand this ~ day of ~~~~ ~ 010. ,~,~ ~ ~ ; Notary Public Commonwealth of Pennsylvania Print Name Here: ~ Z f~ i~~ ~ -L ~. f //i ~~/iCi My Commission Expires: ~'~ ~ ~v/.3 coMl~orlw~TH of PENNSnvaNIA Ndartal Seat Suzanne E. Miller, Notary Publk East Hanover Twp., Dauphin County My Commis5ion Fires Sept 22, 2013 Member, Pennsylvania ,4ssodatton of Notaries I'UI2CHASE ANb ASSIGNMENT AGREEMENT -- Page 16 of 16 Seder's Initials E~nIY ~ o 1 ~rutBlT B '// PENNSYLVANIA DISCLOSURE STATEMENT Payee: Stephanie Miranda -Resident of: Pennsylvania A. The amounts and due dates of the structured settlement payments to be transferred: Sixty (b0) monthly payments, each in the amount of One Thousand Two Hundred Sixty Three and 72/100 Dollars ($1,263.71), be~inaing with the payment on December 1, ZO10 through to and including November 1.2015. B. The aggregate amount of the payments: $75,822.60. .~... .~. C. The discoun#ed present value of the payments, together with the discount rate used in determining the discounted preseat value: $71,147.12. This amount is determined by applying the. applicable federal rate of 2.4% as of September, 2010. D. The gross amount payable to the payee in exchange for the structured settlement payments: $50,000.00. E. The following is an itemized listing of all brokers' commissions, service charges, application or processing fees, closing costs, filing or administrative fees, legal fees, notary fees and other commissions, fees, costs, expenses, and charges payable by the Payee or deductible from the gross amount otherwise payable to the Payee: $0.00. F. Independent Professional Advice. Payee will be solely responsible for any independent professional advice or advisor's fees related to the rendering of any advice regarding Payee's transfer of structured settlement payments. These fees are in addition to any. legal or other fees estimated above. - ~'_"~ Payee's Initials Pennsylvania Disclosure Statement Page 1 of 3 padsver3 G. The net amount payable to the Payee after deducting all commissions, fees, costs, expenses, and charges described in sub- paragraph E: $50,000.00. H. The net amount that you will receive from us in exchange for your future structured settlement payments represent 70.28% of the estimated current value of the payments based upon the discounted value using the .applicable federal rate. This percentage is the "quotient" and it is obtained by dividing the net payment amount by the discounted present value of the payments. i. The amount of any penalty and the aggregate amount of any liquidated damages, including penalties, payable by the Payee in the event of a breach of ,the transfer agreement by the .Payee: $0.00. By signing below, I am conf rming that I received a copy of #his disclosure statement at least ten (10) days prior to the date on which I first incurred an obligation.with respect to the transfer agreement with Structured Asset Funding, LLC, pursuant to Pennsylvania's Structured Settlement Protection Act. By my signature, I am also confirming that I received a written notice on a separate sheet that contains the following statement: "IMPORTANT NOTICE: You are strongly urged to consult with an attorney who can advise you of the potential tax consequences of this transaction: ' ~--~~~~~ DATER Step anie Miran Payee's Initials Pennsylvania Disclosure Statement Page 2 of 3 padsver3 .ARIZONA DISCLOSURE STATEMENT -SUPPLEMENTAL Payee: Stephanie Miranda -Resident of: Pennsylvania A. The amounts and due dates of the structured settlement payments to be transferred: Sixty (60) monthly payments, each in the amount of One Thousand Two Hundred Sixty .Three and 71/100 Dollars. ($1,263.711, beginning with the payment on December 1, 2010 through to and including November 1, 2015.- B. The aggregate amount of the payments: $75,822.G0. C. The discounted present value of the payments to be transferred which is _ the calculation of current value of the transferred structured settlement payments under federal standards for valuing annuities: , $71,14.7.12. This amount is determined by applying the applicable federal rate of 2.4% as of September, 2010: D. The gross advance amount that is payable to the Payee in exchange for the payments: $50,000.00. E. The following is an itemized listing.of all applicable transfer expenses, other than attorneys' fees and related disbursements payable in connection with the transferee's application for approval of the transfer: $0.00. F. The following is the transferee's best estimate of the amount of attorneys' fees and related disbursements payable in connection with the transferee's application for approval bf the transfer: $0.00. G. hdependent. Professional Advice. Payee will be solely responsible for any independent professional advice or advisor's fees related to the rendering of any advice regarding Payee's transfer of ~ structured settlemen.t_ payments. These fees are in addition to any legal or other fees estimated above. II. The net advance amount that is payable to the Payee after deduction of all commissions, fees, costs, expenses and charges listed in subdivision E of this Disclosure Statement: $50,000.00. Axizona Disclosure Statement Page 1 of 2 azdsver.z ', ~~~ Payee's initials f I, The amount of any. penalty and the aggregate amount of any liquidated damages inclusive of penalties that are payable by the Payee in the event of any breach of the transfer agreement by the Payee; 5000 J. The Payee has the .right to cancel the transfer .agreement, without penalty or further obligation, not later than the third {3rd) business day after the date the agreement is signed by the Payee. YOU ARE ADVISED TO SEEK .INDEPENDENT PROFESSIONAL ADVICE. ARIZONA I.AW DEFINES "INDEPENDENT PROFESSIONAL ADVICE" AS "ADVICE OF AN ATTORNEY, CERTIFIED PUBLIC ACCOUNTANT, ACTUARY OR OTHER LISCENSED PROFESSIONAL ADVISER," WHO CAN ADVISE YOU REGARDING THE TRANSFER OF YOUR STRUCTURED SETTLEMENT PAYMENTS. By signing below, i am confirming that I received a copy of this disclosure statement at least three (3) days prior to the date on which I signed the transfer agreement, pursuant to Arizona's Structured Settlement Statute: By my signature, I am also confirming that I have read and understood this disclosure statement. 9-aq~~r DATED ~ Step anie Miranda Arizona Disclosure Statement Page 2 of Z Payee's Initi azdsver.2 COLORADO DISCLOSURE STATEMENT -SUPPLEMENTAL Fayee: Stephanie Miranda -Resident of: Pennsylvania A. The amounts and due dates of the structured settlement payments to be transferred: Sixty X60) monthly Payments, each in the amount of One Thousand Two Hundred Sixty Three and 71/100 Dollars ($1,263.71), beginning with the payment on December 1, 2010 through to and including November 1, 2015. ~. The aggregate amount of the payments: $75,822.60. C. The discounted present value of the payments to be transferred which is • the calculation of current value of the transferred structured settlement payments under federal standards for valuing .annuities: $71,147.12. This amount is determined by applying the applicable federal rate of 2.4% as of September, 2010. D. The gross advance amount: $50;000.00. E. The following is an itemized listing of all applicable transfer expenses, other than attorneys' fees and related disbursements payable in connection with the transferee's application for approval of the transfer: $0.00. F. The following is the transferee's best estimate of the amount of attorneys' fees and related disbursements payable in connection with the transferee's application for approval of the transfer: $0.00. G. Independent Professional Advice. Payee will be solely responsible for any independent professional advice or advisor's fees related to the rendering of any advice regarding Payee's transfer of structured settlement payments. These fees are in addition to any legal or other fees estimated above. H. Amount payable to Payee, net of all expenses, in exchange for the payments to be transferred: $SO,OOOAO. Colorado Disclosure Statement Page 1 of 2 cadsver.l Paycc's Initials I. The amount of any penalties or liquidated damages payable by the Payee in the event of any breach of the transfer agreement by .the Payee: $0.00. J. The payee has the right to cancel the transfer agreement, witho~it penalty or further obligation, not later than the third (3ra) business day after the date the agreement is signed by the Payee. YOU ARE ADVISED TO SEEK INDEPENDENT PROFESSIONAL ADVICE. COLORADO LAW DEFINES "INDEPENDENT PROFESSIONAL ADVICE" AS "ADVICE OF AN ATTORNEY, CERTIFIED PUBLIC ACCOUNTANT, ACTUARY OR OTHER LICENSED PROFESSIONAL ADVISER," WHO CAN ADVISE YOU REGARDING THE TRANSFER OF YOUR STRUCTURED SETTLE~VIENT PAYMENTS. ' By signing below, I am conf rming. that I received a copy of this disclosure statement at Ieast three (3) days prior to the date on which I signed the transfer agreement, pursuant to Colorado's Structured Settlement Protection Act. By my signature, I am also confirming that I have read and understood this disclosure statement. --a-`~"-- ~ ~ DATED teph nie Miranda. Colorado Disclosure Statement Page 2 of 2 codsvera Payee's Initials EXHIBIT C ~l ~~ ~~ IlViPORTANT NOTICE: You are strongly .urged to consult with an attorney who can advise .you of the potential tax consequences of this transaction. Payee's Initia Pennsylvania Disciasure Statement Page 3 of 3 padsver3 IMPORTANT NOTICE (PA) Payee: Stephanie Miranda IMPORTANT NOTICE: You axe strongly urged to consult with an attorney who can advise you of the potential tax consequences of this transaction. .._. ..:~ ,.... ....~. ~~ a~ a_ ,_ .r..~ ....~ I, Stephanie Miranda, hereby affirm that prior to .entering into a Structured Settlement Payment Right Purchase and Assignment T Agreement for the transfer of my structured settlement payment rights, I received an Important Notice from Structured Asset Funding, LLC on a separate sheet. In the Important Notice, Structured Asset Funding, LLC strongly urged me to consult with an attorney who can advise me of the potential taz consequences of this Transaction. The Important Notice was in bold print and at least 12-point type on a separate sheet of paper. Stephanie Miranda Date ~ * ~ ~ ~ ~ A copy of the Important Notice that I, Stephanie Miranda, received appears below: IMPORTANT NOTICE: You are strongly urged to consult with an attorney who can advise you of the potential tact consequences of this transaction. ~X~IBiT ~~ D AFFIDAVIT OF INDEPENDENT PROFESSIONAL ADVICE I, S. Miranda, ("I", "Me", "Seller"}, being duly sworn upon my oath depose and say: 1. I am of sound mind and fully and personally cognizant of all facts and matters stated is this Affidavit. I have never~been adjudged incompetent by any court. ice.. ~~ '~ 2. Ori ar about September; 2010, I entered into a Structured Settlement Payment ~ Right Purchase and Assignment Agreement with Structured Asset Funding, LLC ~~ _ (the "Agreement") to transfer certain structured settlement payment xights. ~-~ 3. With regard to said Agreement, I received a Disclosure Statement from Structured ~~ Asset Funding, LLC in which I was strongly urged to seek advice from an ~..r ~ attorney who can advise me of the potential tax consequences of this transaction. ~.. = 4. Accordingly, 1 a. I have received independent professional advice regarding the transfer -~ of my structured settlement payment rights from (provide name, fum, address and telephone number): ~~ ~~ ^~^~ ~~, r ~ . Signature ....~.. ^i~ OR b. I undexstand the potential tax consequences of this transaction and hereby expressly waive my right to seek advice regarding the transfer of my structured settlement payment rights. Signature ~~ = ~~ Date Affidavit of Independent Professional ~Aiivice S. Miranda Page 1 of 2 Commonweal j of Pennsylvania County of !~'I ~/G~ Y~G/~ On this, they 9'`''~ day of Y~~~,~-i f~ , 2414, before me a Notary Public, the ~ undersigned officer, personally appeared Stephanie Miranda,. known" to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that said signatory executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. Notary Public Print Name My Commission Expires: ~ ~~ 02.4„3 COMMONWEALlti OF PENNSYLVANIA Nc~1a15ea! Suzanne E. M81er, Notary Pubfk East Hanover Twp., Dauphin County My Commission Expires Sept ZZ, 2013 Member. Pennsylvania Assodatlon of Notaries Affidavit of Independent Professional Advice S. Miranda Page 2 of 2 !, ~~ ,1~ ~~ ~~ .~_ ~~ s~ 3-:. ~~ r~^~~ ~~ ~~ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA In Re: Stephanie Miranda CIVIL DIVISION No.. PETITION FOR COURT APPROVAL OF A TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS I Payee's Affidavit in Support of Petition to Transfer Structured Settlement Rights I, ~~r;,~1~a~-are-~rthe payee, verify that the statements below are true and -c correct: 1. Payee's name, address and 'age: ~ ~~~t'~ 1 ~ ~1 ~S 2. Marita_1 Status: Never Married; Married; Separated; Divorced If married or separated, name of spouse: G, /~~- ~ y'~-P ~. 3. Minor children and other dependents: Names, ages, and places of residence: ~~~P-r~\ MP ~~(.~-PZ~~T --~~ i j 4. Income: (a} Payee's monthly income and sources: (~ (b) If presently married, spouse's monthly income and sources:~~ 5. Child support, alimony or alimony pendente life: Obligation to pay: Yes ~ No If yes, state the amount of the obligation, to whom payable, and whether there are arrearages: 6. Previous transfer:. t r Have you previously filed a petition to transfer payment rights under the st.nictured settlement that is the subject of this petition: Yes ~_ No If yes, for each petition that you filed, (a) ~ ~ If the transfer was subttutted for court approval, List the court, the case caption and case number, and state whether the court approved or disapproved the transfer: (b} If the transfer was approved, (i) State the name of the transferee and identify (Iisting~ due dates and .payment amount(s) the payments involved in the transfer: (ii) State the amount of money and the manner in which the money was used: 7. Reasons for transfer: Describe in detail your reasons for the proposed transfer, including an explanation as to why a sale. of a lesser amount of the structured settlement amount will not better serve your interests: . ~...~~(E' , ~,Q,~j~ ~ mil ~~,~-~- $. ~ ayine~ tt`t~uf ebts: ~rt~d.CaWi(\~'`~`C~(~[-l~" ~.~tZ ~C1~'~,e., If you seek the transfer in order to pay debts,lzst each debt, including the name of the creditor and the amount presently awed: Debt Creditor Amount Owed f Verification I verify that the statements made in this affidavit are true and correct. I understand that false statements herein are made subject to the penalties of I8 Pa.C.S. §4904, relating to unsworn falsification to authorities. DATE: -1'aq~ ~O Signature EX~igif T / ,. 1~ ~ E, Spousal Consent, Approval and Waiver 'of ELVIZ lYIENDEZ, HUSBAND of S:.1VIIl2AhTDA I, Elviz Mendez, a resident of Cumberland County, PA, am marred, to S. Miranda (the "Seller"). The Seller is entitled to receive certain payments . (the "Settlement Payments") in connection with the settlement of a personal injury claim which Seller settled by way of a settlement, release or similar agreement andlor a court order or judgment (the "Settlement ~~ Agreement").~ ,The obligation to make the Settlement Payments may or may not have been assigned to a third party pursuant to a qualified assignment (the "Qualified Assignment") in ~~ accordance with the Settlement Agreement and may or may not have been fimded by an annuity 1~ (the "Annuity"). The Seller has entered into a Structured Settlement Payment Right Purchase and ~~ Assignment Agreement on or about September, 2010 (the "Purchase Agreement") with Stnzctured ~® Asset Funding, LLC ("Purchaser") whereby Seller has agreed to sell, assign, transfer, and convey to Purchaser all of Seller's right, title, and interest in and to all or a portion of the Settlement -~-- Payments and/or payments due and payable under the Qualified Assignment and related Annuity ~ (hereafter the "Periodic Payments"}. The transaction reflected and described in the Purchase ® Agreement and the Closing Documents, as described therein, shall hereafter be referred to as the ;_ "Transaction." The Settlement Agreement, Qualified Assignment, Annuity, Purchase Agreement, ~~~ Settlement Payments, Periodic Payments, and the Transaction are further described in Exhibit A ~~ attached to this Spousal Consent and in the Purchase Agreement and Closing Documents. ~. ~~ I have been asked to consent to, acknowledge and approve the Transaction, Purchase ~~ Agreement, Irrevocable Special Power of Attorney, Statement of Dependents, Affidavit of Independent Professional Advice, Testamentary Agreement (if applicable) and all other related ^~ Closing Documents by and between the Seller and Purchaser. I hereby voluntarily and knowingly °~ consent to, acknowledge and approve the Transaction, Purchase Agreement, Irrevocable Special °~~° Power of Attorney, Statement of Dependents, Affidavit of Independent Professional Advice, and ~ Testamentary Agreement (if applicable). I hereby waive and convey ~to the Purchaser any and all rights, if any, that I may now have or claim, or which I may hereafter acquire or claim, to or in the Periodic Payments, whether such rights or claims are vested or contingent, and whether they arise directly or indirectly through the Seller, as a result of being married to Seller, as a payee, an heir, contingent payee or beneficiary under the Settlement Documents, or otherwise in any capacity whatsoever. I understand, acknowledge, and agree that upon closing of the Transaction I shall have no further right or claim to the Periodic Payments and I shall not make or assert any claim to said payments or to the proceeds of the Transaction until said proceeds are paid and remitted to the Seller and then I shall make any such claim, if any, to the proceeds only against the Seller and shall not make any such.claims against the Purchaser or its assigns. I understand that Purchaser is relying upon my.promises, agreements, covenants, approvals, waivers, and. consents set forth herein in entering into the Purchase Agreement and concluding the Transaction. As the Seller's spouse, I desire that Purchaser complete the Transaction with Seller and I agree to be legally bound by this Spousal Consent: I Lmderstand that the Transaction may be Spousal Consent of Elviz Mendez, husband of S. Miranda ("Seller") Page 1 of 2 submitted for court approval in accordance with applicable laws and I will cooperate in connection with such court approval process in any way requested by Seller or Purchaser in order to complete the Transaction. This Spousal Consent shalt be attached to, and farm a part of, the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Spousal Consent and the provisions of the Purchase Agreement, the provisions of this Spousal Consent shall govern and control. ' A REED, ACKNOWLEDGE, AND APPROVED, THIS ~ g'`'~" DAY OF ' ~i~'~ ~ 2010. Elvin Mendez Acknowledgment for Elvin Mendez Commonwe of Pennsylvania } County of ~ ) I, a Notary Public of the County and Commonwealth aforesaid, do hereby certify that Elvin Mendez, whose name is sued to the foregoing Spousal Consent has this day acknowledged the same before me and that said signatory has signed said S ousal Co ent as said signatory's free act and deed. Given under my hand this ~ day of ~ 2010. 2c. otary blic Commonwealth of Pennsylvania ---~ z~r l~ r -e. ~; /Y -/ ~ . Print Name Here: My Commission Expires: ,~ ~ ~ ~ D~,3 Co"i~+9oPtWEALTH OF PEMNSYLVi4NIA Notarial Seal 5~,izanne E. tNiUer, Notary PubUt E_~sr iianover 7ovp., Dauphin County __ My Cammissian Expires Sept Z2, 2013 Member, r"ennsyWaNa /lssoclatlon of Notaries Spousal Consent of Eiviz Mended husband of S. Miranda ("Seller"} Page 2 of 2 X~1BiT E/ .. '~~ STEPHANIE MIRANDA 5503 Moreland Court, #3 Mechanicsburg, PA 17055 (646) 236-2764 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire LD. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Structured Asset Funding, LLC IN RE: TRANSFER OF STRUCTURED COURT OF COMMON PLEAS SETTLEMENT PAYMENT RIGHTS BY CUMBERLAND COUNTY STEPHANIE MIRANDA . NO. NOTICE OF ASSIGNMENT Transferor: Transferee: Annuity Owner: Annuity Issuer: Annuity Number: Stephanie Miranda Structured Asset Funding, LLC 1250 East Hallandale Beach Blvd., PH-A Hallandale, FL 33009 Pacific Life and Annuity Services, Inc. Pacific Life and Annuity Company 20101003 Pursuant to Section 4003 of the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001 et seg_ (the "Act"), notice is hereby given that the above-referenced transferor has entered into agreements with the above-referenced transferee to transfer all of her right, title, and interest in certain payments due under the above-referenced annuity in exchange for consideration. The transferred payments are as follows: • $1,263.71 per month, beginning December 1, 2010 for 5 yeazs. The Transferee's taxpayer identification number is 82-0561706. Neither the Annuity Issuer nor the Annuity Owner is being asked to honor the transfer at this time. Pursuant to the Pennsylvania Structured Settlement Protection Act, the Transferee and Transferor will be seeking court approval of the transfer in the Court of Common Pleas of the County in which the Annuitant resides and will provide both the Annuity Owner and the Annuity Issuer with a copy of the court's order. While neither the Annuity Issuer nor Annuity Owner is required to appear or participate in the court approval proceedings, the Annuity Issuer and Annuity Owner are entitled, under the Act, to support, oppose, or otherwise respond to the Petition, either in person or by counsel, or by submitting written comments to the court or by participating in the hearing. Any such written comments or objections must be filed with the Court and served upon the undersigned counsel for Petitioners within twenty (20) calendar days from the date of this Notice. Under Section 4004 of the Act, upon entry of an order by the court approving the transaction, the Annuity Issuer and Annuity Owner will both be released from all liability for making the payments which are the subject of the assignment to all parties except the Transferee. The form of order submitted to the court will also provide that nothing in the order shall be interpreted to negate, impair or modify the ownership or control over the annuity contract by the Annuity Owner or Annuity Issuer. GREEN, SILVERSTEIN & GROFF, LLC 6 Mic ael A. Green ua D. Groff Attorneys for Petitioner Structured Asset Funding, LLC 2 ~ J~ CERTIFICATE OF SERVICE I, Michael A. Green, certify that I caused to be served a true and correct copy of the foregoing Notice of Assignment this IS~day of ®~~ , 2010 via certified mail, return receipt requested, upon the following: Ms. Stephanie Miranda 5503 Moreland Court, #3 Mechanicsburg, PA 17055 Ms. Laurie Church Pacific Life & Annuity Company Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Ms. Laurie Church Pacific Life & Annuity Services, Inc. Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Mr. Elviz Mendez 5503 Moreland Court, #3 Mechanicsburg, PA 17055 a~C~ J4~~,~.. Michael A. Green 3 STEPHANIE MIRANDA 5503 Moreland Court, #3 Mechanicsburg, PA 17055 (646) 236-2764 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Structured Asset Funding, LLC OF TMEEPR~T~pE j~o OCT 19 2010 TARY 2QlQ OCT 25 P~9 tZ: t 4 rUMBEREA~fO'OUNTY PENNS Yt.~'AN1A IN RE: TRANSFER OF STRUCTURED COURT OF COMMON PLEAS SETTLEMENT PAYMENT RIGHTS BY CUMBERLAND COUNTY STEPHANIE MIRANDA n No. ~a -L41~1 l:cv~~ ~~ INITIAL ORDER OF COURT AND NOW, this ,~ ~ 3 day of (,~~,~/.p~ , 2008, it is ordered that a hearing on this Petition to Transfer Structured Settlement Payment Rights will be held on the ~~ day of 7lLl,~.tr,~/~ , 2010, in Courtroom) at l t : ~ D o'clock. The payee shall bring income tax returns for the prior two (2) years to the hearing. Within seven (7) days, the transferee shall give notice of the hearing date to the payee, the structured settlement obligor, the annuity issuer, the payee's spouse and any person receiving child support, alimony or alimony pendent lite. The transferee shall attach a certificate of service to the notice of hearing date. A copy of the notice with the certificate shall be filed with the court prior to the hearing. BY THE COURT: ~.Op~~~S m~tC~. ~o~.z r/~ ~~ ~~s t STEPHANIE MIRANDA 5503 Moreland Court, #3 Mechanicsburg, PA 17055 (646) 236-2764 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 1831 Chestnut Street Suite 300 Mechanicsburg, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Structured Asset Funding, LLC IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY STEPHANIE MIRANDA COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 10-6611 NOTICE OF HEARING ON JOINT PETITION TO TRANSFER STRUCTURED SETTLEMENT PAYMENT RIGHTS To: Ms. Stephanie Miranda 5503 Moreland Court, #3 Mechanicsburg, PA 17055 Ms. Laurie Church Pacific Life & Annuity Company Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Ms. Laurie Church Pacific Life & Annuity Services, Inc. Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Mr. Elviz Mendez 5503 Moreland Court, #3 Mechanicsburg, PA 17055 You are hereby given notice that Stephanie Miranda and Structured Asset Funding, LLC have filed a petition to transfer structured settlement payment rights. A hearing in this matter has been scheduled on Monday ,December 6, 2010 at 11:00 a.m. in Courtroom 5. You are entitled to support oppose or otherwise respond to the payee's petition, either in person or by counsel, by filing written comments with the court prior to the hearing or by attending the hearing. Date: October 28, 2010 Mic ael A. Green, Esquire Attorney for Structured Asset Funding, LLC -2- l CERTIFICATE OF SERVICE I, Michael A. Green, certify that I caused to be served a true and correct copy of the foregoing Notice of Hearing this 28th day of October, 2010 via regular mail upon the following: Ms. Stephanie Miranda 5503 Moreland Court, #3 Mechanicsburg, PA 17055 Ms. Laurie Church Pacific Life & Annuity Company Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Ms. Laurie Church Pacific Life & Annuity Services, Inc. Institutional Products Group -Client Services 700 Newport Center Drive Newport Beach, CA 92660-6397 Manager -Structured Settlements Mr. Elviz Mendez 5503 Moreland Court, #3 Mechanicsburg, PA 17055 ~'22~-GCS v'l~ Michael A. Green -3- y STEPHANIE MIRANDA 5503 Moreland Court, #3 Mechanicsburg, PA 17055 (646) 236-2764 Joint Petitioner, pro se OF THE PRO HON, T,,P,Y 2010 DEC -6 41 111: 10 CUMBERLAND COUNT'( PENNSYLVANIA GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 1831 Chestnut Street Suite 300 Mechanicsburg, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Structured Asset Funding, LLC IN RE: TRANSFER OF STRUCTURED COURT OF COMMON PLEAS SETTLEMENT PAYMENT RIGHTS BY CUMBERLAND COUNTY STEPHANIE MIRANDA NO. 10-6611 ORDER APPROVING TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS AND NOW, this ??day of December, 2010, upon consideration of the unopposed petition of Structured Asset Funding, LLC ("SAF"), the Court hereby finds as follows: 1. The transfer of the structured settlement proceeds, specifically monthly payments of One Thousand Two Hundred Sixty Three and 71 /100 Dollars ($1,263.71) beginning with the payment on December 1, 2010 and continuing through and including November 1, 2015 (the "Assigned Payments"), by Stephanie Miranda ("Ms. Miranda") to SAF's designated assignee Grayson Receivables Fund, LLC ("Grayson"), as described in the petition in this matter and in the purchase agreement (the "Purchase Agreement") between Ms. Miranda and SAF (the "Proposed Transfer") (i) does not contravene any applicable federal or state statute or the order of any court or responsible governmental or administrative authority, and (ii) is in the best BE01/ 743358.1 interest of Ms. Miranda, taking into account the welfare and support of Ms. Miranda's dependents. 2. The Proposed Transfer complies with the requirements of the Structured Settlement Protection Act, 40 Pa. Stat. Ann. § 4001, et seq., 26 U.S.C. § 5891, and the applicable requirements of Colo. Rev. Stat. § 13-23-101, et seq., and Ariz. Rev. Stat. § 12-2901, et seq., and does not contravene other applicable law. 3. Not less than ten (10) days prior to the date on which Ms. Miranda first incurred an obligation with respect to the Proposed Transfer, SAF provided to Ms. Miranda a disclosure statement in full compliance with 40 Pa. Stat. Ann. § 4003(a)(2). 4. Ms. Miranda has received or expressly waived, in a separate written acknowledgement signed by Ms. Miranda, independent legal advice regarding the implications of the Proposed Transfer, including consideration of the tax ramifications of the Proposed Transfer. 5. Ms. Miranda has given written notice of SAF's name, address, and taxpayer identification number to the annuity owner, Pacific Life & Annuity Services, Inc., and the annuity issuer, Pacific Life & Annuity Company ("PLAC") (collectively, "Pacific Life"), and has filed a copy of such notice with the Court. 6. Ms. Miranda has timely filed and served on all interested parties, including Pacific Life, a notice of the Proposed Transfer and the application for its authorization in compliance with the requirements of 40 Pa. Stat. Ann. § 4004. 7. Ms. Miranda has consented, in writing, to the Proposed Transfer. Based upon the foregoing findings, IT IS HEREBY ORDERED that: BE01/ 743358.1 V. 8. Pursuant to 40 Pa. Stat. Ann. § 4003, the Proposed Transfer is approved. The death of Ms. Miranda prior to the due date of the last Assigned Payment shall not affect the right of Grayson to receive the Assigned Payments. 9. PLIC shall forward the following Assigned Payments, within 7 days of the date due, by check made payable to "Grayson Receivables Fund, LLC," at P.O. Box 535271, Atlanta, Georgia 30353-5271 (the "Designated Address"), as follows: monthly payments of One Thousand Two Hundred Sixty Three and 71/100 Dollars ($1,263.71) beginning with the payment on December 1, 2010 and continuing through and including November 1, 2015. 10. It is understood and agreed that, in the event Grayson further assigns or otherwise transfers the Assigned Payments (or any portion thereof or interest therein) to any person, Pacific Life will not be obligated to redirect the Periodic Payments that include the Assigned Payments (or any portion thereof) to any person or entity other than Grayson or to any payment address other than the Designated Address, and Grayson and Ms. Miranda shall remain obligated to comply with all terms and conditions herein. However, if for reasons beyond the control of Grayson, or due to Grayson being merged with or acquired by another individual or entity, or for traditional address change purposes the Designated Address is no longer valid (i.e., if Grayson moves or for other reasons the Designated Address is no longer a viable address for Grayson to receive payments), Pacific Life agrees to make the Assigned Payments to a new payee and/or payment address upon the timely submission by Grayson of a written notice to Pacific Life confirming that such event has occurred and specifying the new payee and/or payment address. 11. For good and valuable consideration, and intending to be legally bound hereby, SAF, Grayson, and Ms. Miranda, for themselves and for their respective shareholders, officers, agents, employees, servants, successors, heirs, beneficiaries, contingent beneficiaries, executors, BE01/ 743358.1 administrators, and assigns, and any parent, subsidiary, or affiliate thereof, and their directors, shareholders, officers, agents, employees, servants, successors, and assigns, past and present (the "Releasors"), hereby remise, release, and forever discharge Pacific Life and its directors, shareholders, officers, agents, employees, servants, successors, and assigns, and any parent, subsidiary, or affiliate thereof, and their directors, shareholders, officers, agents, employees, servants, successors, and assigns, past and present (the "Pacific Life Releasees"), of and from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, settlements, damages, claims, and demands whatsoever, in law or in equity, in connection with, related to, or arising out of any claim or allegation that was or could have been asserted in connection with, related to, or arising out of the Purchase Agreement, the Assigned Payments, the Proposed Transfer, or this Stipulation (including but not limited to the Administrative Fee referenced herein), which the Releasors have or had from the beginning of the world through the date of this Stipulation, except for claims of Releasors against the Pacific Life Releasees to enforce the Pacific Life Releasees' obligations to Releasors, if any, under this Stipulation. 12. SAF and Grayson shall defend, indemnify, and hold harmless Pacific Life and its directors, shareholders, officers, agents, employees, servants, successors, and assigns, and any parent, subsidiary, or affiliate thereof, and their directors, shareholders, officers, agents, employees, servants, successors, and assigns, past and present, from and against any and all liability, including but not limited to costs and reasonable attorneys' fees, for any and all claims asserted by any person or entity, including but not limited to any claims asserted by any person or entity not a party hereto, claiming an interest in the Assigned Payments and any and all other claims made in connection with, related to, or arising out of the Purchase Agreement, the BE01/ 743358.1 L? Proposed Transfer, the Assigned Payments, any Reassignment, or Pacific Life's compliance with this Stipulation (including but not limited to the Administrative Fee referred to herein) or the stipulated Order, except with respect to claims by SAF and Grayson against Pacific Life to enforce Pacific Life's obligations to SAF and Grayson under this Stipulation. Pacific Life has the right, in its sole discretion, to defend with counsel of its choice, as to all claims identified in this paragraph, and should Pacific Life decide, in its sole discretion, to retain counsel of its choice, SAF and Grayson shall, as provided herein, reimburse Pacific Life for all of its reasonable attorneys' fees, costs, and expenses (and any liability) in connection with any claims as provided herein. To the extent that SAF and Grayson fail to honor the indemnification and defense obligations set forth herein above, after presentation to SAF and Grayson of documentation describing in reasonable detail the related liability of Pacific Life, Pacific Life may request that SAF or Grayson post a bond. Upon receipt of such a request, SAF or Grayson shall, within sixty (60) days, post said bond or other similar security in a form satisfactory to Pacific Life in the amount of $15,164.52 (the "Indemnity Bond") to secure SAF's and Grayson's obligation to defend and indemnify Pacific Life (in addition to all other remedies available to Pacific Life in equity or at law). The Indemnity Bond shall be terminable: (a) upon the written consent of Pacific Life, which consent shall not be unreasonably withheld; or (b) upon termination or resolution of the related claim (i.e., the claim giving rise to the request for indemnification) and payment by SAF or Grayson of all of Pacific Life's costs, expenses, reasonable attorneys' fees, and liability associated therewith. The Indemnity Bond shall be forfeited to Pacific Life if SAF or Grayson fail to honor the indemnification and defense obligations set forth hereinabove within ninety (90) days of Pacific Life's initial request for indemnification, and SAF and Grayson shall remain liable to Pacific Life for any costs, BE01/ 743358.1 h expenses, reasonable attorneys' fees, and liability incurred by Pacific Life in connection with said claim to the extent that the same exceeds the amount of the Indemnity Bond. In the event of forfeiture under the preceding sentence, Pacific Life shall, within sixty (60) days of the resolution of the claim giving rise to the request for indemnification, reimburse SAF or Grayson for any portion of the amount of the Indemnity Bond in excess of Pacific Life's costs, expenses, reasonable attorneys' fees, and any liability incurred in connection with that claim. Alternatively, if SAF or Grayson fail to post the Indemnity Bond as required above, Pacific Life may (in addition to all other remedies available to Pacific Life in equity or at law) suspend the Assigned Payments until SAF or Grayson honors its indemnity and defense obligations hereunder. In any event, the remedies specifically made available to Pacific Life in this paragraph are in addition to all other remedies available to Pacific Life at law or in equity, which shall not be deemed to have been waived. This paragraph shall survive and continue past any termination of this Stipulation. 13. This Stipulation, and/or the actions and representations of Pacific Life or Grayson or SAF in satisfying their obligations in connection with this Stipulation, shall not constitute evidence in this or any matter, and is not intended to constitute evidence in this or any matter that: (a) payments under a structured settlement contract or annuity or related contracts can be assigned or that "anti-assignment" or "anti-encumbrance" provisions in structured settlement contracts or annuities or related contracts are not valid and enforceable; or (b) other transactions entered into by SAF or Grayson and their customers constitute valid sales and/or loans; or (c) Pacific Life has waived any right in connection with any other litigation or claims; or BE01/ 743358.1 (d) SAF and Grayson have waived any right other than as expressly set forth in this Stipulation. 14. SAF, Grayson, and Ms. Miranda, for themselves and for their respective directors, shareholders, officers, agents, employees, servants, successors, heirs, beneficiaries, contingent beneficiaries, executors, administrators, and assigns, and any parent, subsidiary, or affiliate thereof, and their directors, shareholders, officers, agents, employees, servants, successors, and assigns, past and present (the "Releasors"), hereby remise, release, and forever discharge Pacific Life and its directors, shareholders, officers, agents, employees, servants, successors, and assigns, and any parent, subsidiary, or affiliate thereof, and their directors, shareholders, officers, agents, employees, servants, successors, and assigns, past and present (the "Pacific Life Releasees"), of and from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, settlements, damages, claims, and demands whatsoever, in law or in equity, in connection with, related to, or arising out of any claim or allegation that was or could have been asserted in connection with, related to, or arising out of the Purchase Agreement, the Assigned Payments, the Proposed Transfer, or the parties' Stipulation, which the Releasors have or had from the beginning of the world through the date of this Order, except for claims of Releasors against the Pacific Life Releasees to enforce the Pacific Life Releasees' obligations to Releasors, if any, under the parties' Stipulation or this Order. DONE IN OPEN COURT this 4day of December, 2010. 4?? 4IV JUDGE co t -S- 4 BE01/743358.1