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HomeMy WebLinkAbout04-3874VICKIE DAVIS 111 West South Street Carlisle, PA 17013 (717) 258-6033 Joint Petitioner, pro se LAW OFFICES OF MICHAEL A0 GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/K/A VICKIE THORSON COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL DIVISION No.O~t- 3~7¥' ~ ~'/'-*--~ NO HEARING REQUESTED NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are wamed that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. You should take this paper to your lawyer at once. If you do not have a lawyer or cannot afford one, go to or telephone the office set forth below to find out where you can get legal help. Cumberland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 or (800) 990-9108 (in PA only) VICKIE DAVIS 111 West South Street Carlisle, PA 17013 (717) 258-6033 Joint Petitioner, pro se LAW OFFICES OF MICHAEL A. GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/K/A VICKIE THORSON COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL DIVISION , , No. o",'- 3~'?¥ ~ To__ NO HEARING REQUESTED JOINT PETITION FOR COURT APPROVAL OF A TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS TO THE HONORABLE JUDGES OF THIS COURT: Petitioners, VICKIE DAVIS and STONE STREET CAPITAL, INC. 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. seq. (the "Act"), and in s'..tpport thereof state as follows: 1. Vickie Davis, formerly known as Vicki Thorson (hereinafter "Davis" or "Payee") is an adult individual who resides at 111 West South Street, Carlisle, Cumberland County, PA 17013. 2. Stone Street Capital, Inc. ("Stone Street") is a Pennsylvania corporation which has a primary place of business at 7316 Wisconsin Avenue, Suite 500, Bethesda, MD 20814. 3. By the terms of a 1994 settlement related to an action arising out of the 1992 wrongful death of her husband (the "Settlement"), Davis became entitled to receive periodic payments. ~ 4. The structured settlement obligor is Continental Insurance Company ("Continental" or "Obligor"). 5. Pursuant to the Settlement, the Obligor purchased annuity number WS 19456-1B (the "Annuity") from Aetna Life Insurance and Annuity Company, now known as lNG Life Insurance and Annuity Company ("lNG" or "Annuity Issuer"), naming Davis as annuitant. 6. Pursuant to the Annuity, lNG ma~es the Periodic Payments required of the Obligor pursuant to the Settlement directly to the Payee. 7. Pursuant to the Settlement and Annuity, Davis became entitled to receive the following Periodic Payments: $750.00 per month for 30 years, commencing on July 9, 1994; · $6,000.00, payable on June 9, 1999; · $10,000.00, payable on June 9, 2004; · $14,000.00, payable on June 9, 2009; · $18,000.00, payable on June 9, 2014; · $22,000.00, payable on June 9, 2019; axed · $28,409.00, payable on June 9, 2024. (the "Periodic Payments.") ~ The Settlement Agreement, which is confidential, is attached as part of this package. The Defendant's name and identifying information has been redacted. 2 8. Davis, desiring to receive a lump sum payment in lieu of a portion of the Periodic Payments she would otherwise receive pursuant to the Settlement and annuity, has agreed to transfer to Stone Street and its successors and assigns the following Periodic Payments: · 84 monthly payments of $750.00, beginning with the August 9, 2013 payment through and including the payment due on July 9, 2020; · $18,000.00, payable on June 9, 2014. (sometimes the "Assigned Payments"). 9. On April 15, 2004, Davis executed a Periodic Payment Right Purchase Agreement (defined as a "Transfer Agreement" under 40 P.S. § 4002) to effect the transfer of the Assigned Payments. A true and correct copy of the Transfer Agreement and certain exhibits thereto is attached and incorporated as Exhibit A. 10. Stone Street timely provided to Davis a Disclosure Statement, as required by 40 P.S. § 4003 (a)(2), mom 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 collectively attached and incorporated as Exhibit B. 11. The aggregate total of the Purchased Payments is $103,000.00. 12. The discount rate used to calculate the purchase price is 17.00%. 13. The gross payment to Payee is $10,510.00. 14. The net payment to Payee is $8,010.00. 15. The Payee has been provided with the required "IMPORTANT NOTICE'" in the form and manner prescribed by 40 P.S. § 4003 (3)(b). A tree and correct copy of the notice is attached hereto and incorporated as Exhibit C. 3 16. The Payee has duly executed a separate written acknowledgment which acknowledges she waived the opportunity to receive independent legal advice regarding this transaction. A tree and correct copy of the acknowledgment is attached and incorporated as Exhibit D. 17. Davis previously entered into a transaction with Stone Street and that transaction was approved by this Court on July 14, 2003. A true and correct copy of that Order is attached and incorporated as Exhibit E. 18. Davis does not seek a hearing in this matter and submits an affidavit in support of this Petition. A true and correct copy of Davis' affidavit is attached and incorporated as Exhibit F. 19. As Davis indicates in her affidavit: · She is 46 years old; · She is married; She is no longer financially responsible for any children; · She is not seeking to sell monthly payments that she relies upon to support herself and her dependents; · She has been instructed to obtain her own counsel and she has waived that opportunity because she believes she fully understands the transaction; She previously entered into a transaction with Stone Street and this prior transaction was approved by the Court on July 14, 2003; · She used the prior transaction and lump sum received to pay off debts and retire from her home cleaning business; Her husband's income is $4,000.00 per month, their expenses are between $1,500.00 and $2,000.00 per month and they can support themselves and establish some savings as their home finances are currently structured; She would like to use the lump sum derived from this proposed transaction to start a new business and needs greater capital to buy equipment and rent and renovate retail space than her family's savings can provide; and 4 · She believes that the proposed transfer is in her best interests. 20. Ms. Davis' husband, Joe Davis, consents to this transaction. A true and correct copy of the Affidavit of Spousal Consent is attached an incorporated as Exhibit G. 21. Timely written notice of the transfer and the transferee's name, address, and taxpayer identification munber was given to the Annuity Issuer and the Obligor. A true and correct copy of the Notice of Assignment is attached and incorporated as Exhibit H. 22. Additionally, the Annuity Issuer and Obligor 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. 23. The transfer complies with the requirements of 40 P.S. § 4001 et seq. 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. 24. The transfer is in the best interest of the Payee, taking into account the welfare and support of her dependents. WHEREFORE, having satisfied all applicable statutory requirements for the transfer of the structured settlement payment rights identified in this Petition, Petitioners respectfully 5 VERIFICATION I, Vickie Davis, 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 tree 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 unswom falsification to authorities. Vickie Davis request that this Honorable Court grant the instant Petition and enter the attached Order. Respectfully submitted, VICKIE DAVIS Vickie Davis Pro se LAW OFFICES F ICHAEL A. GREEN Attorney for Petitioner Stone Street Capital, Inc. 07/~2/2804 08:21 2~5S725544 L~W OFFICES PAGE 07/18 I, Adam M. Shapiro, Chief Operating Officer of Stone Street Capital, lnc.., verify and state that the facts contained in the foregoing $oirlt Petition for Approval of a Tnlnsfer of Structured Settlement Payment Righ~ by Viekie Davis and the exhibits thereto i~rc tree and eorreet to the best of my knowledge, information and belief. I make this Verifacation subject to 18 PA. C,S.A. § 4904, relating to penalties for unswom falsificatio~ to authoriti, i r-c:KIUDIC PAYMENT RIGHT PURCHASE AGREEMENT THIS PERIODIC PAYMENT RIGHT PURCHASE AGREEMENT (this "Agreement") is dated as of the date set 'forth on Schedule "A" hereto, and is being entered by and between the person or persons whose name(s) and address(es) are set forth on Schedule "A" hereto as the "Seller" (the "Seller"), and Stone Street Capital, Inc., whose address is 7316 Wisconsin Avenue, Suite 500, Bethesda, MD 20614, its successors and assigns (the "Purchaser"). RECITALS A. Pdor to the date hereof the Seller, or the Seller's predecessor in interest, entered into an agreement, and/or was subject to a court order, to settle a persona( injury damage claim identified on Schedule "A" hereto (the "Litigation") by and between the persons identified on Schedule "A" hereto, and dated as identified on Schedule "A" hereto (the agreement or court order are referred to herein as the "Settlement Agreement" and a copy of the Settlement Agreement is attached hereto as Exhibit "C)" pursuant to which a party or parties to the Settlement Agreement identified on Schedule "A" as the "Primary Obligor" (the "Primary Obligor"), agreed to pay certain sums to the Seller, all or certain of which are due to be paid after the date hereof as identified on Schedule "A" hereto (the "Settlement Payments"), and also may have made a qualified assignment (the "Qualified Assignment") of said obligation to a third party (the "Owner''), who assumed the obligation to make the Settlement Payments. In order to fund the Settlement Payments the Primary Obligor and/or the Owner purchased or issued an annuity (the "Annuity") issued by an insurance company (the "Annuity Issuer"). The Seller is the "Annuitant" named in the Annuity, or is the beneficiary of the original Annuitant named in the Annuity. A copy of the Annuity (if available), or a statement of benefits from the Annuity Issuer, and the Qualified Assignment (if available) are attached hereto as Exhibit "D". The Settlement Agreement, the Qualified Assignment, the Annuity, and any court orders approving the Settlement Agreement are collectively referred to herein as the "Settlement Documents." B. The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, each of those periodic and lump sum payments (to the extent applicable) due and payable to the Seller arising out of the Settlement Documents (the "Periodic Payments"), and specifically identified on Exhibit "B" attached hereto and incorporated herein by this reference. Such Periodic Payments, together with all of the Seller's right, title and interest therein and thereto, including, without limitation, all rights of the Seller based upon, or arising under the Settlement Documents, being herein referred to collectively as the "Periodic Payment Rights". Any of the Settlement Payments not sold to Pumhaser pursuant to this Agreement and remaining to be paid after the date of this Agreement are referred to herein as the "Remaining Settlement Payments". C..As used herein, the phrase "Term" means the period beginning with the earlier of the Closing Date (as hereinafter defined) or the first Periodic Payment and ending with the last Remaining Settlement Payment, inclusive. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto do hereby agree as follows: AGREEMENT ARTICLE 1 PURCHASE AND SALE OF PERIODIC PAYMENT RIGHTS 1.1 Purchase and Sale. On the Designated Closing Date (as defined in Section 2.1 hereof) the Seller shall sell, transfer, convey and deliver to the Purchaser, by instruments satisfactory to the Purchaser and its counsel, and the Purchaser shall purchase and acquire from the Seller, the Pedodic Payment Rights, free and clear of any right, interest or claim of any nature or description whatsoever of any other person or entity, lien, pledge, mortgage, security interest, charge, adverse claim, right or equity of redemption, or other encumbrance of any nature or description whatsoever (each of which is herein referred to as an "Encumbrance," and all of which together are herein referred to '1.2 Purchase Pdce. The Confirmation of Pumhase Price (the "Confirmation of Purchase Price") attached hereto as "Exhibit "A": Confirmation of Purchase Price". In consideration for the sale, transfer, conveyar · and delivery of the Periodic Payment Rights by the Seller to the Purchaser pursuant to Section 1.1 hereof, and t other promises and undertakings of Seller contained herein, the Purchaser shall pay to the Seller in cash an amo[ equal to the Adjusted Purchase Price (as hereinafter defined in this Section 1.2), The amount set forth in ti Confirmation of Purchase Price to be the purchase price for the Periodic Payment Rights is herein referred to as ti "Purchase Price." The amount equal to the sum of all Periodic Payment Rights received by the Seller from and aft, the date hereof through and including the Closing Date is herein referred to as the "Seller's Post-Signing Period Payments," The amount obtained by subtracting (i) the Seller's Post-Signing Periodic Payments from (ii) the Purchas Price is herein referred to as the "Adjusted Purchase Pdce." 1.3 Manner of Payment, The Seller may elect to have payment of the funds representing the Adjuste¢ Purchase Price made by wire transfer of federal funds to such account or accounts of the Seller as shall have beer adequately described by the Seller to the Purchaser in writing prior to the Closing, by cashier's check, or by a check drawn on any deposit account maintained by the Purchaser. ARTICLE 2 CLOSING 2.1 Closin~ Defined, The consummation of the transaction .contemplated by this Agreement (the "Closing") shall occur on the date (the "Designated Closing Date") on which funds representing the Adjusted Purchase Price are delivered to the Seller in the manner provided in Section 1.3 hereof. Provided that all the conditions to the Purchaser's obligations to consummate the transactions contemplated by this Agreement have been satisfied, including the obtaining of a court order approving the transfer pursuant to the law of the Seller's state of residence, or the law of such other state having jurisdiction over the transaction (the "Court Order") and that no right or condition exists that would permit or require this Agreement to be terminated as herein provided prior to such date. Seller agrees to use Seller's best efforts to take any actions, or refrain from taking any actions, as requested by Purchaser, as are necessary to consummate the Closing in accordance with the terms of this Agreement. 2.2 Timin(3 of Closing. The Seller and the Purchaser hereby acknowledge that each will be simultaneously taking the various actions necessary to satisfy the conditions to the Purchaser's obligations to consummate the transactions contemplated by this Agreement and that some of these conditions are subject to certain actions being taken by persons or entities who or which are not parties to this Agreement. Therefore, it is not possible to predict the Designated Closing Date, and the Purchaser makes no representation whatsoever with respect thereto. Payment pursuant to the Closing is contingent upon the Court Order and will be delayed up to thirty (30) days or more in order to obtain the Court Qrder, and the acknowledgement of the Court Order by the Owner/Annuity Issuer (the "Acknowledgement"). 2.3 Cancellation Riqhts. At any time prior to the date on which the transfer agreement first becomes binding on the Seller, which is the date the Purchase Agreement is approved by the Court, the Seller may cancel the transfer agreement without cost or further obligation by providing written notice of cancellation to Purchaser as provided for in section 11.1 2.4 Effective date of Transfer. The effective date of the transfer agreement shall be deemed to be the date that the Agreement was signed by the Seller. Payment pursuant to the Closing is contingent upon obtaining the Court Order, and the Acknowledgement,, and such other requirements as Purchaser shall reasonably require. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 2 ..... ,,uu~;e Furchaser to enter into this Agreement, pay the Purchase Price and purchase the Per` Payment Rights, the Seller represents and warrants to the Pumhaser as follows: 3.1 Authority and Enforceability. This Agreement is, and any additional documents will be at the Clos , a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. 3,2 No Breach or Default; No Violation of Law; No Consents. The execution and delivery by the Seller the consummation of the transactions contemplated by, and the performance of the agreements of the Seller in ti Agreement do not and will not: (il breach, or result in a default (with or without the giving of notice or lapse of time, both) under, or give rise to any right of termination, cancellation or acceleration of any obligation or the loss of a, material benefit under, or the creation of any Encumbrance on assets, pursuant to any provision of the Settleme Documents, or any other contract or agreement to which the Seller is a party or by which any of the assets of ti' Seller, including, without limitation, the Periodic Payment Rights, are bound or affected; (ii) breach or violate ar, existing obligation of the Seller under any court or administrative orders, writs, judgments or decrees; or (iii) except fc the Court Order, require the consent, autho,dzation, approval, order, license, certificate, or permit of or from, c declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal. 3.3 The Settlement Documents. The information set forth on Schedule "A" herato'is true and correct as el the date hereof and at Closing. The schedule attached hereto as Exhibit "B', sets forth the date on which each of the Periodic Payments is payable to the Seller (subject to this Agreement) pursuant to the Settlement Documents, and, opposite each of such dates, the dollar amount of each of the Periodic Payments payable on each of such dates. The copy of the Settlement Agreement attached hereto as Exhibit "C", and the copy of the Annuity, and/or Statement of Benefits, and Qualified Assignment attached hereto as Exhibit "D", are true, correct, complete and legible copies thereof, and include all amendments, supplements or modifications thereof and all consents or waivers currently in effect thereunder, and Seller has provided to Purchaser a true, unaltered copy of the best available copy of the Settlement Documents. The Settlement Documents are legal, valid and binding obligations of each party thereto, enforceable against each party thereto in accordance with their terms. There is no default or claim of purported or alleged default, or state of facts on the basis of which it might be concluded that, with or without the giving of notice or lapse of time, or both, a default would exist, on the part of the Seller, the Annuity Issuer, the Owner, the Primary Obligor or any other party obligated under the Settlement Documents. Neither Seller, nor anyone acting on Seller's behalf, committed any fraud, misrepresentation, perjury or abuse of the judicial process in connection with, or in securing the Settlement Agreement, nor is Seller aware of any claim or threatened claim that Seller, or anyone acting on Seller's behalf, committed any fraud, misrepresentation, perjury or abuse of the judicial process in connection with, or in secudng the Settlement Agreement. The Settlement Documents are the only agreements governing or affecting the Periodic Payment Rights or the rights of the Seller to receive the Periodic Payment Rights, or both, and the Seller is not a party to, or bound or obligated under, any other contract, agreement or other instrument, document or wdting of any nature whatsoever that would prohibit, impair or otherwise restrict the execution and delivery by the Seller of, the consummation of the transactions contemplated by, and the performance of the agreements of the Seller in this Agreement and each of the Closing Documents. 3.4 Title to the Periodic Payment Ric~hts. The Seller owns outright, and has good, marketable and defensible title to, the Periodic Payment Rights, frae and clear of any Encumbrances. None of the rights of the Seller in or to the Periodic Payment Rights has been sold, transferred, assigned, pledged, promised, attached, levied, foreclosed upon, seized, restricted, or subjected to garnishment or other legal process or proceeding, nor has the Seller entered into any agreement or understanding of any nature whatsoever, whether written or oral, with respect thereto. The Seller is entering into this Agreement without duress and of Seller's own free will. 3.5 Capacity; Marital Status; Proof of Identification. Seller has furnished to Purchaser: (il a true complete and legible copy of Seller's current driver's license, state identification card or other identification document; (ii) true, correct and complete documents concerning any prior divorce, annulment, madtal separation, marriage, premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for benefit of creditors, or other legal proceeding effecting Seller's capacity or title to the Periodic Payment Rights. (If Seller is married Seller may be required to obtain a Spousal Consent executed by the Seller's Spouse. If Seller is divorced, annulled or legally separated prior to the date hereof, Seller may be required to furnish to the Purchaser a true, correct, complete and legible copy, initialed by the Seller for identification, of the Seller's prior divorce or annulment decree(s) and related property settlement agreements. A copy of the most recently available check or check stub with respect to the most recent Settlement Payment, and, if such payment was made by direct deposit, a copy of the bank account statement ..... ~,,.,~(~ or the Settlement Payment may also be required to be provided.) 3.6 No Actions. There is no action, suit, or proceeding pending or threatened against or affecting Seller or the Seller's assets, including, without limitation, the Periodic Payment Rights, in or before or by any c( department, commission, board, bureau, agency, or other governmental authority, The Seller has received no no (whether oral or wdttan) that any such proceeding is contemplated. 3.7 No Brokers. Except as specifically disclosed by the Seller in writing to the Purchaser, no broker, ag~ or finder has acted for the Seller in connection with this Agreement or the transactions contemplated by ti Agreement and no brokerage, sales, or other commission or finder's fee shall be earned, due or payable to any pere~ by the Purchaser in connection with the transactions contemplated by this Agreement on account of any act omission of the Seller. 3.8 Financial Condition. The Seller represents that it is not presently engaged in or contemplating th commission of any act that would hinder, delay, or defraud any creditor of the Seller, and that the fair value of th~ Seller's assets are and will be in excess of the sum of all of the debts of Seller. The execution and delivery of thi,, Agreement and the other Closing Documents by the Seller and the consummation of the transactions contemplatec hereby and thereby have not been intentionally concealed from, and will not hinder, delay, or defraud any creditor the Seller. 3.9 Change of Address. The Seller has informed the Pumhaser of its current residential address and shall keep the Purchaser informed of such current address if and when any change occurs. Such notice shall be given in accordance with Section 11.1 hereof. 3.'10 Prior or PendinG Insolvency or Bankruptcy Proceedin,3s, or Other LeGal ProceedinGs. Except as previously disclosed to Purchaser, Seller has not been a party to any bankruptcy, reorganization, insolvency, or other similar proceeding, and if so, Seller has provided to Purchaser a true and correct copy of the Seller's discharge from such proceedings and/or an appropriate court order approving the transaction contemplated by this Agreement. There are no attachments, exceptions, assignments for the benefits of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by Se~ler or pending or threatened against the Periodic Payment Rights. 3.11 Seller not a "consumer". Seller is not a "consumer" in the transaction contemplated by this Agreement in that Seller is neithert purchasing nor consuming anything, but instead Seller is selling an asset for a cash payment, and accordingly, Seller understands and agrees that since Seller is not a "consumer", and, unless otherwise required by law, neither this Agreement nor the transaction contemplated by this Agreement shall be subject to the consumer protection laws of Seller's state of residence, and Seller waives the applicability of such laws to this Agreement and the transaction contemplated herein to the fullest extent permitted by law. 3.12 Lack of information: Revisions to Schedules. 'To the extent that any identifying information relating to the Settlement Documents and contained on the Schedules to this Agreement is not available at the time this Agreement is executed by the Seller or is thereafter determined to be incorrect, Purchaser may either fill in or correct such information and shall provide to Seller a copy of such revised Schedule(s) which shall be deemed to be correct unless Seller shall notify Purchaser in writing that such revised Schedule is not correct within two (2) business days of Seller's receipt of such revised Schedule(s). ARTICLE 4 ADDITIONAL AGREEMENTS OF THE SELLER 4.1 Duty to Cooperate; Periodic Payments Held in Trust. The Seller shall cooperate with and shall take all reasonable action necessary to provide the Purchaser the practical benefits of the bargain obtained under this Agreement, specifically including, without limitation, the duty to deliver immediately to the Purchaser any checks, funds or other form of payment made under the Settlement Documents which may be hereafter received by the Seller or anyone (other than the Purchaser) claiming by or through the Seller (to the extent that such payment is payable with respect to a Periodic Payment Right). Any Periodic Payment that is at any time delivered, credited, or allowed to or 4 ...... ,~u vy ~ne Seller or any person claiming by, through, or under the Seller (directly or indirectly) sha received and held by the Seller (or such other person) in trust for the benefit of the Pumhaser. The Seller (or ~ other person) shall safeguard any such Periodic Payment under a strict fiduciary duty to the Purchaser and $ ensure the immediate and safe delivery and conveyance to the Purchaser of any such Pedodic Payment. The S( (or such other person) shall have no interest in any such Periodic Payment other than that of a trustee for the benefi the Purchaser. 4.2 SiQnature Stamps. The Seller shall provide the Purchaser with a specimen signature which may used by the Purchaser, at the Purchaser's option, to create a signature stamp for use: ti) in endorsing checks issu, under the Settlement Documents in payment of the Periodic Payment; (ii) in e~(ecuting any affidavit or notice of survi~ required by the Owner and/or Annuity Issuer; and (ii/) in executing any address change, consent, notice, agreemer covenant, beneficiary designation, assignment, transfer, or other instrument determined by the Purchaser to b appropriate or necessary in order to provide to the Purchaser all of the practical benefits of the transactions describe and intended herein and in the other Closing Documents. The Seller consents and agrees to the Purchaser's usin! the signature s~mp as herein contemplated. 4.3 Security Interest. As may be required by law to effectuate a transfer of the Periodic Payment Rights, and as security for the performance of all of the Seller's obligations under this Agreement, Seller hereby irrevocably and unconditionally assigns, pledges and grants to Purchaser a continuing security interest in the Periodic Payment Rights, the Remaining Settlement Payments and the proceeds of same (collectively the "Collateral"). Purchaser's assignment, pledge and grant is coupled with an interest and shall continually exist until all Pedodic Payment Rights have been received, and the Remaining Settlement Payments have been paid in full Seller agrees that, with respect to the Collateral, the Purchaser shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Seller's state of residence. With respect to al~ of the Collateral, Seller covenants, warrants and represents that: la) No financing statement covering any of the Collateral is on file in any public office or land or financing records except for financing statements in favor of Purchase. Seller is the legal and beneficial owner of all of the Collateral, free and clear of all liens. (c) The security interest granted Purchaser hereunder shall constitute a first lien upon the Collateral, and Seller will not sell, or assign any interest in the Collateral nor permit any other lien to be created or remain thereon. (d) Seller shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances, instruments and documents as Purchaser may request to vest in and assure to Purchaser its rights hereunder or in any of the Collateral. (e) Seller authorizes Purchaser to file financing statements covering the Collateral and containing such legends as Purchaser shall deem necessary or desirable to protect Purchaser's interest in the Collateral. (g) Seller shall not file any amendments, correction statements or termination statements concerning the Collateral. 4.4 Access to Information; Accuracy of Information Provided. The Seller agrees and hereby authorizes the Purchaser to obtain and perform credit checks, and obtain credit reports on the Seller and other investigations, including, without limitation, searches for abstracts of judgments or other claims against the Seller, contacting Seller's present and previous employers, landlords or creditors. All information concerning the Seller provided to the Purchaser by the Seller, including all information in any questionnaires, applications or forms provided to Purchaser is true, accurate and complete. 4.5 Further Assurances. At any time and from time to time, the Seller shall execute promptly upon request all other documents, and perform or refrain from performing such additional acts, as may be necessary or reasonably requested by the Purchaser for the consummation of the transactions contemplated by this Agreement and the other 5 (.;losing Documents and to assure the Purchaser's receipt of all of the practical benefits of the Transaction Documents. 4.6 This is Not a Loan. THE SALE OF THE PERIODIC PAYMENT RIGHTS BY THE SELLER TO THE PURCHASER IS AND SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE CONVEYANCE BY THE SELLER · TO THE PURCHASER OF THE PERIODIC PAYMENT RIGHTS, AND THE SELLER ACKNOWLEDGES AND AGREES THAT SAID SALE IS NOT INTENDED IN ANY RESPECT TO BE A LOAN FROM THE PURCHASER TO THE SELLER OR TO CREATE ANY TYPE OF LENDER/BORROWER RELATIONSHIP, PARTNERSHIP OR OTHER JOINT OWNERSHIP ARRANGEMENT BETWEEN THE SELLER AND THE PURCHASER. THE PURCHASER IS NOT CHARGING INTEREST TO THE SELLER, THE SELLER IS NOT GUARANTEEING THE FINANCIAL SOLVENCY OF THE ANNUITY ISSUER, THE OWNER, OR THE PRIMARY OBLIGOR, AND THE PURCHASER IS FULLY ASSUMING THE RISKS OF THE FINANCIAL SOLVENCY OF THE ANNUITY iSSUER, THE OWNER, OR THE PRIMARY OBLIGOR. UPON THE CLOSING OF THIS TRANSACTION THE SELLER SHALL HAVE NO ABILITY TO FINANCE OR REFINANCE THE PERIODIC PAYMENT RIGHTS OR TO TAKE ANY ADVANTAGE OF/OR SUFFER ANY DISADVANTAGE FROM ANY FUTURE CHANGES IN INTEREST RATES WITH RESPECT TO THE PERIODIC PAYMENT RIGHTS. 4.7 Non-misdirection of Periodic Payments. From the date hereof Seller shall take no action to direct that the Periodic Payments be sent anywhere or to anyone other than as directed by Purchaser, and any action of Seller in violation of this provision shall be deemed to be a material breach of this Agreement. 4.8 Chanc!e of Address. From the date hereof and during the Term, Seller agrees to give Purchaser written notice of any change of address of Seller within 15 days of the date upon which Seller has effectuated such change of address. 4.9 Amendment to Settlement Documents, Notification of Address Chancles. The Seller agrees not to enter into any agreement or understanding modifying or amending the Settlement Documents, or in any way waiving, altering or excusing any performance there under, without the express prior written consent of the Purchaser. Seller consents to the Purchaser sending one or more notices to the other parties to the Settlement Agreement and/or their respective counsel, notifying them of a new address for Seller with respect to providing any notices required by said Settlement Documents, which new address may be an address or location under the control of Purchaser. ARTICLE 5 CONDITIONS TO CLOSING The obligations of the Purchaser to effect the transactions contemplated hereby shall be subject to the satisfaction prior to the Closing Date of each of the following conditions, unless waived in writing by the Purchaser: 5.1 Delivery of Documents. The Seller shall have delivered to the Purchaser duly executed originals of this Agreement including executed copies of all other agreements, documents, instruments, certificates, opinions of counsel, reports or other wdtings of any nature whatsoever otherwise required by this Agreement or deemed necessary, advisable or desirable to consummate the transactions contemplated hereby. 5,2 Receipt of Court Order and Acknowledqement. The Purchaser shall have received the Court Order and the Acknowledgement both in form and content acceptable to the Purchaser. 5.3 Representations And Warranties. All of the Seller's representations and warranties set forth in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date, and the Purchaser shall have received an Affidavit of Seller dated as of the Closing Date and signed by the Seller to such effect. All of the Seller's representations and warranties set forth in this Agreement shall survive the Closing and shall remain effective during the Term of this Agreement. 5.4 Performance Of Obliqations. The Seller shall have performed, observed and complied with all covenants under this Agreement on or before the Closing Date, and the Purchaser shall have received a certificate dated the Closing Date and signed by the Seller to such effect. 6 5.5 UCC Filinq. The Pumhaser shall have received confirmation that the Financing Statements on Form UCC-1 (or its equivalent) in favor of the Purchaser have been filed. 5.6 Absence of Liens. The Purchaser shall perform, at its own expense, such credit checks and lien searches on the Seller as the Purchaser deems necessary, and Purchaser may offset from any sums due to the Seller the amount of any lien, or other obligation of Seller that Purchaser determines may effect its rights to the Periodic Payment Rights. if requested by Purchaser, Seller agrees to obtain confirmation from the IRS or other taxing authorities that there are no outstanding federal, state or local tax liabilities (whether income tax or otherwise) beyond the current tax year in which this Agreement shall be executed. If requested by Purchaser, Seller agrees to obtain confirmation from other creditors or governmental units regarding Seller's debts or obligations to such creditors or governmental units. 5.7 Other Reauirements. Such other requirements as Purchaser may in writing inform Seller, in Purchaser's sole discretion, are required to be satisfied. ARTICLE 6 WAIVER OF RESTRICTIONS ON ASSIGNABILITY Seller acknowledges that, to the extent that the Settlement Documents purport to contain any restriction on the assignability of the Periodic Payment Rights, that such restriction was not intended to prevent the Seller from entering into and carrying out the terms of this Agreement. Seller further acknowledges that any and all restrictions on the assignability of the Periodic Payment Rights were included in the Settlement Documents for the Seller's benefit and not for the benefit or protection of any other person. For the benefit of the Purchaser, the Purchaser's assigns, the Annuity Issuer, the Owner and the Primary Obligor, or any Settlement Agreement Obligor, and on behalf of the Seller and the Seller's heirs, beneficiaries, executors, administrators, and legal representatives, the Seller hereby WAIVES AND RELEASES all rights and benefits of the Seller in, to, or under, any and all restrictions on assignability contained in the Settlement Documents. ARTJCLE 7 SELLER'S ACKNOWLEDGMENT OF RISKS AND LIABILITIES 7.1 General. The Seller acknowledges to the Purchaser (ii that the Seller has reviewed this Agreement and any other related Documents; (iii) that the Seller has not received from the Pumhaser any financial, accounting, tax, legal, or other advice; and (iv) to the extent that the Seller has relied solely upon the advice of the Seller's own financial, accounting, tax, legal, and other advisors in entering into this Agreement and consummating the transactions contemplated hereby, SELLER FURTHER ACKNOWLEDGES THAT SELLER IS FULLY AWARE OF THE ECONOMIC CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND THAT SELLER HAS BEEN ADVISED BY PURCHASER TO SEEK THE ADVICE OF SELLER'S ATTORNEY OR OTHER FINANCIAL ADVISER IN CONNECTION WITH THIS AGREEMENT, 7.2 Special Risks. The Seller further acknowledges that the Seller has duly considered, sought (and has been given the opportunity to seek from the Seller's own advisors) financial, accounting, tax, legal, and other advice concerning, and has concluded that the Seller shall and does hereby assume full and exclusive responsibility and liability for, all of the special risks presented by the transactions contemplated by this Agreement, specifically including, without limitation, the following: (a) Tax Liabilities. The Seller is entering into this transaction without any representation of any nature whatsoever from the Purchaser regarding the tax treatment of the Purchase Price or any past or future Periodic Payment Rights received pursuant to the Annuity, (bi Determination of Pumhase Price. The Purchase Price was determined by arm's length negotiation between the Purchaser and Seller and represents the agreement reached between the parties in 7 consideration of the prevailing economic factors, risks assumed by the Purchaser, including the risk of future changes in the law and future economic changes, and changes in the financial risk of the Annuity Issuer. ARTICLE 8 ARBITRATION, WAIVER OF CLAIMS FOR PUNITIVE DAMAGES This Arbitration Provision sets forth the cimumstances and procedures under which Claims (as defined below) may be arbitrated, instead of litigated in court. As used in this Arbitration Provision, the term "Claim" means any claim, dispute or controversy between you and us adsing from or relating to this Agreement (the "Agreement"), including the validity, enforceability or scope of this Arbitration Prevision of the Agreement. "Claim" includes claims of every kind and nature, including but not limited to initial claims, counter-claims, cress-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term "Claim" is to be given the broadest possible meaning and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to the Agreement, (a) advertisements, promotions or oral or wriffen statements related to the Agreement and (bi your application for the transaction underlying this Agreement. We shall not elect to use arbitration under the Arbitration Provision for any individual Claim that you properly tile and pursue in a small claims court of your state or municipality so long as the Claim is pending only in that court, and is not joined with a claim of any other person, and is not a ctaim brought in any representative capacity. Any Claim shall be resolved upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the National Arbitration Forum ("NAF"), JAMS/Endispute ("JAMS"), or the Amedcan Arbitration Association ("AAA"), as selected by the party ejecting to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within 30 days after you receive notice of our election to select either of the organizations listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: The NAF at P.O. Box 50191, Minneapolis, MN 55404; Phone: 1-800-474-2371; website at www.arbitration-forum.com. JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; Phone; 1-800-448-1660; website: www. iamsadr.com. AAA, at 335 Madison Avenue, New York, NY 10017; website: www.adr, orq. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE- ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROECEDURES OF THE NAF, JAMS, OR AAA, AS APPLICABLE. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought Jn a purported representative capacity on behalf of the general public, other sellers or other persons similarly situated; provided however, that the claimant's individual Claim would be subject to this Arbitration Provision. Furthermore, Claims brought by or against a Seller may not be joined or consolidated in the arbitration with Claims brought by or against any other sailer(s) unless otherwise agreed to in writing by all parties. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of ail or part of the filing, administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration, the arbitrator will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration. For any Claims you initiate against us as to which either you or we have elected to use arbitration, we wilt be responsible to reimburse you for filing, administrative and/or hearing fees you incur, including for any appeal, if and to the extent such fees exceed the amount that would have been spent (such amount to be determined by the arbitrator) if the Claim had been brought in the state or federa~ court which is closest to your billing address and would have jurisdiction over the Claim. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence, in addition to the parties' rights to exchange information pursuant to the Code, either party may submit a request to the arbitrator with a copy of the request provided to the other party to expand the scope of discovery allowable under the Code. The objecting party may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of the requesting party's notice. The granting or denial of either party's request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party's submission. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA and/or if the amount of the award exceeds $100,000, any party can appeal that award to a three-arbitrator panel administered by the NAF, JAMS or AAA, as applicable, which shall reconsider de nova any aspect of the initial award requested by the appealing pady. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel who will conduct an arbitration pursuant to its code of procedures and issue its decision within one hundred and twenty (120) days of the date of the appellant's written notice. The decision of the panel shall be by majority vote and shall be final and binding. The costs of such an appeal shall be borne by the appealing party regardless of the outcome of the appeal. As used in the Arbitration Provision, the terms "we" and "us" shall for all purposes mean Stone Street Capital, Inc., all of its parents, wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, assigns, and any purchaser of your policy; and alt of their agents, ernployees, directors and representatives. In addition, "we" or "us" shall mean any third party providing any product or service in connection with the Agreement if, and only if, such third party is named as a co-defendant with us in a Claim asserted by you. This Arbitration Provision shall survive termination of the Agreement, any legal proceeding by us to collect a debt owed by you, any bankruptcy by you and any sale by us of the Periodic Payments. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any law or statute, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreement you have had with us, each of which shall be enforceable regardless of such invalidity. In the event of a conflict or inconsistency between the NAF Code and this Arbitration Provision, this Arbitration Provision shall govern. ARTICLE 9 TERMINATION Unless otherwise agreed in writing by the Purchaser and the Seller, if the Closing has not occurred within 180 days from date hereof, this Agreement shall automatically terminate 180 days from the date hereof if any condition to the Purchaser's obligations hereunder has not been satisfied prior to that date, unless the failure to satisfy such conditions is the result of a material breach of this Agreement by the Seller, or if Purchaser is actively attempting to satisfy such conditions this Agreement shall be extended for an additional period of 90 days.. 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, except that Article 8 hereof and Section 11.15 shall remain in effect. ARTICLE 10 9 DISCLAIMER OF ASSUMPTION Notwithstanding anything contained in this Agreement or any related documents none of the obligations, duties, liabilities or responsibilities, if any, of the Seller under or in any way related to the Settlement Documents are being assumed by the Purchaser in these transactions; any such assumption is hereby expressly disclaimed by the Purchaser. Ail such obligations, duties, liabilities and responsibilities, if any, shall remain the responsibility of the Seller. However, this disclaimer shall not prevent, hinder, or restrict the Pumhaser's rights with respect to any Action to enforce the terms of this Agreement. ARTICLE GENERALPROVISIONS 11.1 Notices. Any notice or demand given under this Agreement shall be given by (il hand delivering it, (ii) mailing it by certified or registered mail, postage prepaid, return receipt requested, or (iii) qvemight courier service such as Federal Express, in each case addressed to the Purchaser or to the Seller, at the addresses set forth in the preamble hereof, or at such other place as either party may specify in writing to the other party. Each party may designate a change of address by notice to the other given in accordance herewith at least fifteen (15) days before such change of address is to become effective. A notice given under this Agreement shall be deemed received three {3) days after it is mailed or when it is delivered according to the requirements of this paragraph. 11.2 Governina Law; Venue. The Purchaser is a corporation incorporated under the laws of the Commonwealth of Pennsylvania. Any dispute between Purchaser and Seller related to this Agreement and any of the closing documents shall be governed, interpreted, construed and enforced in accordance with Pennsylvania law, except that if the law of the state of Seller's residence requires that this Agreement be governed by the law of that state, then this Agreement shall be governed by the law of that state. The parties hereby agree that the state of Seller's residence shall be the proper place of venue to bring any cause of action or legal proceeding arising out of a breach of this Agreement or any related Document. 11.3 Entire Aclreement. This Agreement, the exhibits hereto and any other related Documents expressly described herein set forth the entire agreement of the Seller and the Purchaser with respect to the transactions contemplated hereby and supersede all pdor agreements, arrangements, and understandings relating to the subject matter of this Agreement, whether oral or written, specifically including, without limitation, any letters, memos, or other correspondence or instruments signed or issued by or on behalf of the Purchaser. 11.4 Amendment; Waiver. This Agreement and any related Documents may be amended, modified, superseded or canceled, and any of the terms, provisions,, representations, warranties, covenants or conditions hereof or thereof may be waived only by a written instrument signed by all of the par~ies hereto, or in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision of this Agreement or any related Documents Shall in no manner affect the right to enforce the same. 11.5 Severability. Should any provision of this Agreement or any related Document or the application thereof to any person or circumstance be held to be to any extent unenforceable or invalid or to subject this Agreement to being declared void or unenforceable, then the parties hereto agree that such provision shall be deemed to be modified for purposes of performance of this Agreement or any related Document in such jurisdiction 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 therefrom for purposes of performance of this Agreement or any of the Closing Documents in such jurisdiction. 11.6 Availability of Ecluitable Remedies, Waiver of Exemption Laws. Since a breach of the provisions of this Agreement by the Seller could not adequately be compensated by money damages, the Purchaser shall be entitled, either before or after the Closing, in addition to any other right or remedy available to the Purchaser, to an injunction restraining such breach or a threatened breach and to specific performance of any such provision of this Agreement, and in either case, no bond or other security shall be required in connection therewith, and the Seller hereby consents to the issuance of such injunction and to the ordering of specific performance. To the fullest extent lo ~,~,,,,,L~uo Dy law, Seller hereby waives the benefit, applicability, or protection of any exemption laws, however this waiver is only for the benefit of Purchaser, its successors or assigns, 11.7 S, urvival. All of the representations, warranties, covenants, agreements, indemnifications, obligations, · duties, and liabilities of the Seller and the Purchaser set forth in the express provisions of this Agreement and any other related Documents shall survive until the tenth (10th) anniversary of the Pumhaser's actual receipt of good funds representing the last of the Periodic Payment Rights, and shall not be deemed merged into the Closing Documents. 11,8 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 any other Documents shall inure to the benefit of and be binding upon and be enfomeable by the undersigned parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns. No mention herein (or in any other related Document) of permitted assigns of the Seller shall be construed as permitting or authorizing the Seller's assignment of this Agreement or of any other Closing Document or the Seller's duties, obligations, and liabilities hereunder and thereunder, all of which shall be and are hereby made expressly non-assignable. NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY OTHER RELATED 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 HEIR~;, EXECUTORS, AND ADMINISTRATORS, IRRESPECTIVE OF ANY DESIGNATION OF THE SELLER'S ESTATE AS THE BENEFICIARY UNDER THE SETTLEMENT DOCUMENTS. 11.9 Purchaser's Riqht to Assi<~n. The Pumhaser (and each and any assignee of the Pumhaser) may assign all of its right, title, and interest in and to this Agreement, the other related Documents, the Annuity, and the Periodic Payment Rights either before or after the Closing and without any requirement of prior consent from or notice to the Seller. The Pumhaser and the Seller agree expressly that upon any such assignment and assumption by the assignee, the Purchaser shall be released automatically from any liability hereunder and thereunder without any requirement of further documentation and the Seller shall look solely to such assignee for any payment (e.g., of the Pumhase Price) and performance hereunder and thereunder. 11.10 Recitals Incorporated. Each of the recitals to this Agreement is hereby incorporated herein by this reference, as fully as if such recitals had been made a part hereof. 11.11 Holdback. In the event that the Closing occurs within sixty (60) days of the first scheduled payment of the Periodic Payments, Purchaser may, in its discretion at the Closing, hold in Purchaser's bank account and deduct from the Pumhase Price, an amount equal to no more than the first two payments to be received by Purchaser hereunder. Upon the receipt by Purchaser of the first payment from the Annuity Owner (thereby insuring the effective change of Payment address), Purchaser shall immediately re~ease such funds withheld from the Purchase Price to the Seller. Purchaser shall have the right to retain funds sufficient to cover any Periodic Payments not received by Purchaser. 11.12 Multiple Oric!inals, This Agreement shall be fully executed in two (2) multiple originals, each of which shall be deemed an original Agreement. 11.13 Purchase of Less Than all Settlement Payments, If the Periodic Payments or Periodic Payment Rights constitute less than all of the Settlement Payments due to Seller, Purchaser agrees that it will transmit promptly to Seller, at the last known address provided by Seller to Purchaser, all Settlement Payments which come into the possession of Purchaser which are not Periodic Payments or Periodic Payment Rights purchased by Purchaser. 11.14 Priority of Pedodic Payment Riclhts. To the extent that after the date hereof the Annuity issuer, or the Owner, due to its financial or other condition is placed in receivership, rehabilitation, liquidation or is subject to any other similar proceeding or action where the Settlement Payments are reduced, or delayed as a result thereof, and where the Annuity Issuer or Owner has not formally acknowledged the right of Purchaser, Seller agrees to subordinate Seller's rights to receive any Settlement Payments not included in the Periodic Payment Rights so that (ii any reduction, or delay in Settlement Payments is first applied against the Settlement payments not included in the Periodic Payment Rights, (ii) any Settlement Payments made after a reduction or delay has occurred are first applied to the Periodic Payment Rights and (iii) any insurance fund benefit, or other similar payment will be applied in the following order: First with respect to the Periodic Payment Rights until the Periodic Payment Rights have been made 11 whole, and current; Second any remaining balance is then applied to the make whole and current the Settlement Payments not included in the Periodic Payment Rights; Third, any remaining balance is then applied with respect to any unpaid, but not yet due Periodic Payment Rights, and Fourth, any remaining balance is applied with respect to any unpaid, but not yet due Settlement Payments not included in the Periodic Payment Rights. '11.15 Right of First Refusal. Seller agrees that dudng the Term, Seller will not sell, assign, borrow against, pledge, or otherwise encumber any one or more of the Settlement Payments not included in the Periodic Payments assigned to Purchaser without first giving Purchaser written notice of the terms of any such proposed loan or sale, whether such proposal was made orally or in wdting. If, within ten business days of receiving such notice, Purchaser informs Seller that it elects to match the terms of any such proposed loan or sale, then Seller shall execute all documents necessary to consummate such transaction with Purchaser on those terms. The foregoing right of first refusal shall survive the exercise of any right of cancellation or rescission that Seller or Purchaser may have under this Agreement, or applicable law. This dght of first refusal is assignable by Purchaser, however, Purchaser may elect, at its sole option, not to permit the assignment of this right of first refusal upon the assignment of this Agreement, in which event this right of first refusal shall remain the property of Purchaser. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authodzed representatives effective as of the date first set forth above. Vickie L. Davis Acknowled(~ment For Vickie L Davis State Of P~nsylvania SS: I, a Notary Public of the County an~L~tate aforesaid, do hereby certify that Vickie L. Davis whose name is signed to the foregoing Periodic Payment Right Purchas~ A~eeCent bearing date of October 24, 2003, has this day acknowledged the same before me and that said signatory h~ls~g~ed s~d,l~edodic'Pa~,ment Right Purcl~se Agreement as said signatory s free act and deed. Given under my hand this NOTARIAL SEAL State of Pennsylvania APRIL D. SHEAFFER, Notary Publi~ My Commission Expires April 23, 2006 Print Name Here: My Commission Expires: PURCHASER: Stone Street Capital, Inc., a Pennsylvania corporation By: (Seal) Adam M Shapiro, Chief Operating Officer 12 EXHIBIT A CONFIRMATION OF PURCHASE PRICE 15 Exhibit A: Confirmation of Purchase Price Purchase Price $10,510.00 Seller's Post-Signing Annuity Amount $ 0.00 Adjusted Purchase Price $10,510.00 The Seller acknowledges that the Adjusted Purchase Price for this transaction will vary depending upon the actual date of Closing, and that the Purchase Price reflected on this Exhibit "A" is accurate only if the Closing of this transaction occurs on or before receipt of the first payment. If any periodic payment specified in Exhibit "B" of this Agreement is due to or received by the Seller prior to the Closing Date, t. hat payment(s) will be deducted by Stone Street Capital from the Purchase Price. The Adjusted Purchase Price will be that amount paid to the Seller and/or on the Seller's behalf at Closing, which amount shall be reflected on a Revised Exhibit "A" generated on or before the actual date of Closing. The Revised Exhibit "A" will be made available to the Seller at its request. 16 SelleCs {~j/~, Vickie L, Davis EXHIBIT B DESCRIPTION OF PERIODIC PAYMENTS (These are the payments being purchased) 17 Exhibit B: Periodic Payments Eighty four (84) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August g, 2013 through and including the final payment on July 9, 2020; plus one (1) lump sum payment of Eighteen Thousand and 00/100 Dollars ($18,000.00) due and payable on June 9, 2014 18 Seller's Ini~als Vickie L. Davis EXHIBIT C ORIGINAL OR BEST AVAILABLE COPY OF THE SETTLEMENT DOCUMENTS (SETTLEMENT AGREEMENT AND RELATED COURT ORDERS) 19 AND ~EhEAiE This Settlement Agreement end Belease (the Set, c[emenL_~g~eemen: m~de and entered Into this day o~ l'9__~ 'by' an~ be~een ~Pla[ntif~": Vicki '['horson, EState o[ Thomas ThorRon "~t~sut~r": Continent~l Insurance Company RECITALS A. Plaint:tlr filed a Comp[ain~ against United Tel. eeommunicatlon ("Defendant") in the Court of Common Pleas, Cumberland County, Term 1993, Court Action No, 91 (tile ~'Comp[a[nt"), which Complaint arose out. of certain alleged negligent acc~ or omissions Dy D~fendarll;. In the Complaint~ Plaintlf[ sought to recover monetary damages es a result of that cattail% occurrence on or about the 12 day of February 1992 which resulted :in physical and personal injuries to Plaintiff. B, Insurer is the liability insurer of the Defendant, and as woo.Id be obligated to pay ally claim made et judgement, obtained Defendant· which is cove~ed by its policy with Defendant. C. The parties desire to enter into this Settlement Agreement in order to provide for certain payments In full settlement and discharge of all cla~m~ which are, or might have been, Lhe subject matter of the Complaint, upon the te~m~ and condtions set forth below. AGREEMENT .. ~ The parties aEree as follows: 1,0 RELEASE AND DISCHARGE 1.1 Ill consideration of the payments set: forth in Section 2, Plaintiff hereby completely releases and forever discharges Defendant and Insurer from any and all past, present or Jt, rl:u~e claims~ demends~ oblfgatJ~ons, actJons, cause~ of action, wrongful death elaims~ rights, damages~ ,rsoovery~ which the Plaint~lff now has, or which may heFeafter accrue or which are the subject of the Complaint: (and at[ taler, ed pleadings) including, without l~mtt~tion, ony and all known or unknown claims bodily and personal %nJu~ies l.o Pla~nl;iff, or ally II, lure wrongful death may result f~om the alleged acts or omissions of the Defendat~t, 1.2 This release and discbe~ge shall a~so apply to Defendant's and assigns end all. other parson~ f£rms or o0rpo~at~ot~$ with whom any al former have bose, are now, O~ may harem[tar be b£nding and complmte se~t].~mant among tlhe Plal. ns~ffs ~he Insurer, and their heirs, assign~ and successors. shall 1.~, The plat~t£f£ ack&owLedges and agrees thac the release and dieeharg~ se~ forth above Is a general release. Plaintiff expressly waive~ and assumes the risk of any and alt claims for /damages suspect ~o eaist~ ~hether through ignorgance, oversight, error,. negttgence, .or ol:herwt~e, and which, if known, would maCerially affedt P[aintiff~s decision to enter into th£s Settlement Agreement. Tbs Pla:intiff further agrees ghat Plaintiff has accepted payment of the sums law may be o~her than Pl. aint~ff believes, It is understood and agreed to by the parties that this settlement is a compromise of a doubtful and disputed claim, and the payments are not to be construed as an of liability on the pert of the Defeodant, by whom liability is ~xpressly defiled. · 210 Payments In cm%sideragion of the of the Oefendant agrees Ilo pay to .the individual(s) named "Payee(s)") the ~ums outlined ~n this Section 2 below: 2.~. Payments due at the time of settlement as follows: $209,1OO ~o Vlckl Thorson and her arty 2,2 Periodic peyme;lts made accor(JiRB to the schedule as fo[Iowa _.."P. eriodic Ra. ym~n~s"): Payable ~o Vickl Thorso~ the followIllE Ruaran~eed payments: $750.00 per month for Thirty (30) years, commenc[~l~ on July 9, 1994 $6,OOO.OO payable ~n 6/O9/1999 $10,OOO.OO payable on 6/09/2004 $1~,OOO.OO payable on 6/09/2009 ,$~8,0OO.OO payable on 6/O9/201a $22,000.00 payalble on 6/09/2039 and $28,~O9.OO payable or, 6/09/2024, release eec 'fo~ch abo~e, the Insurep on behalf below (the (the All summ set. forth herein consl:itute damages on account o~ personal injuries or sickness, within (.be meanln~ of Secl:ion IO4(~)(2) Of the tnt;ernal Revs,ua Code o~ JSg6, ]2 amended. n~UM :Fl~IL-DOCK ~ FAX HO. :717~60~321 ~-~ Hay. 01 L:~03 02:25P~1 P9 ~. .',.. ' --~ ~ . · 3.0 Payee'S Rights Co PaYments PlelntJfl acknowledges thac ~he Periodic Payments cannot be accelerated, d~farreds 'Increased or decreased by the P).atnfllif or eny Payee; shall nile P~eln~ifl or any Payee have the power to sell, mortgage, encumber, or antic[pate the Periodic Phymeets, or any part thereof, by assignment or otherwise, 4.O Payee's Beneficiary Any payments to be made after the dea~:h of any Payee pursuant to the terms of thi.~ Settlement: Agreement M~alI be mede to s~ch per~on or emttty as shall be designated in writing by Plaiml:J. ff to the ln~urer the Inst, rer~ Assignee. If no person or entity is so designated bv Plaintiff, or tf the person de~lgnatad is nor livl,g at the time of the Payee's death, such payments shall be made to the es'gate of the Payee, No such designation, nor any revocal. Jon thereof, shall be effective unless it im in writing and delivered to the Insurer or the Insurerms AsmiBnea. The designation must be in a form acceptable to ~he In~urer or the Insurer'.~ A~siguea before ~uch payments m~e m~da. The beneficiary is 5.0 Right co Purchase an Annuity The Defendar~t end/or the Insurer, itself or through its AsSigne~ reserve the right to fund the liability to make the Periodic Payments through the purchase of an annuity policy from Aetna Life Insurance & Annuity Company. The Defendant, the Insurer or the Assignee shall be the sole owner of the annuity policy and shall have all rights of ownership, The Defendant, the Insurmr or the Assignee .may have Aetne L~fe lnsurallce & ~nnu~y Company me~l payments dlrectly to the Payee)s). The Plaintiff shall be responsible for m~lntalning'a current mailin~ address for Payee(s) wi~h A~taa Life Insurance & Annuity Company. 6.0 Discharge of Obligation The obltEation o£ the Defenda0n, the Insurer and/or Assignee to make each Periodic Payment shall be discharged upon the mailing of a valid check In the amovnt of such payment to the designated address of the Payee(s) named In Section 2 of this Settlement Agreement. 7.0 Attorney'~ Fees (if not par~ or the Settlement) 'Each party hereto shall bear all afltorney's fees and costs arising from ~he actions of its OWl~ counsel in Connectiml with the Complaint, this Set~lemen~ Agreement m~d the mmtters and documents referred to heareln, the filing of ~ Dismissal of the Complaint, and ail related ma~ters. r~<U~'l :MRIL-DOCK FRX NO. 8.0 Delivery of Dismissal with Prejudice Concurrently' wil:h the execution o[ this Settlement Agreement, counsel £or the [nearer and executed Dismissal wil.h prejudice o£ the Cemplaint. PiainEt~f hereby authortzeu counsel for the Defendant and/or counsel for maC,er of record, 9.0 Representation of Comprehension of Document In_ entering into'this Settlement Agreement~ the Pl~$nt[[£ represents thai: Pla£ntiff has retied upon the advice of his/her attorneys, ~ho are the a~torneys of his/her own choice, concerning the legal and incnmp rex consequences of this Settlement Agreement; that the terms Of this Settlement Agreamen~ have been completely read ''ahd explained to Plaintiff hy h~s/her attorneys; and that the terms of th~s Settlement ' Agreement are fully understood and voluntarily accepted by Plaintiff. 10.O Warranty of Capacity to Execute Agreement Plaintiff represents and warrants thaC no ocher person or entity bas~ or has had~ any intcres~ in the claims~ demaods~ obligar, lons~ or causes o[ action referred to in th~s Settlement ADreemem~ except ~[ ol:~er~l, ee see forth herein; rhar Pl~lnrJ. ff ha~ the sole right and exclusive ~uthor~y to execute this Settlement Agreement and receive the sums specified in Ini and ~haa Plaintiff has no~ sold, ass}Chad, transferred, conveyed or otherwise disposed of a~y Of the claims, demands, obligations or causes of actions referred [o iP this Set~lement Agreemeo~. Confidentiality The parties agree that neither they nor their attorneys nor repf%sentatives shall reveal to anyone, other than as may be mutually agreed ~o in writing, any o[ the terms of this Settlement Agree~lenE or any of the accounts~ numbers or terms and conditions of any some payable to Payee(s) hereunder. 12.0 Governing Law This Settlement Agreement shall be construed and accordance with the [awg of the State of Pennsylvania- interpreted in 1.3.0 Additional Documents All parties agre~ to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary Or appropriated to give full force and effect, tO the basic terms and I.tent of this Settlement Agreement- FAX HO. :?i79609B~! -~.Ma~. 0! 2~03 02:~F~ p~ This SettlemeDt Agreement contains the entire Partios with ~egatd to the matters sat fornh irm upon and enure ~o ~he benefit of the ex~cutors~ admtnistr~tor~, representattva$~ helrs~ successors and assigns of each. 15.0 Effec£ivene~ and shall be binding personal This Sebtlement, Agreeaen[; shall become effective immediately execution by each of [the par~ies, Plaintiff Plaintif£ By: By: Date~ Date: Till. et Dace:' Date: EXHIBIT D ORIGINAL OR BEST AVAILABLE COPY OF THE ANNUITY (OR IF UNAVAILABLE A STATEMENT OF BENEFITS) AND QUALIFIED ASSIGNMENT 2O ..... r~ FRX NO, :71796139192t .-' Ma~j. 02 2~03 {~d,:29PM P2 CERTIFICATION OF ANNUITY CONTRACT SPECIFICATIONS Annul ~tanr: Vickie Thorson Contract No. WS 19456-1B (Measured Life) Date of Issue: 06-08-1994 First Payment Dale: 06-09-1999 Owner: CONTINENTAL INSURANCE COMPANY Stated Annuity Payment Option: Pay in one lump sum the mount of $6,000.00 on 06-09-1999. Amount of Annuity Payment: $6,000.00 This Amount o~,nnuity THERE ARE NO DEATH BENEFIT~qq~[I,OR'TO THE FIRST PAYMENT DATE. Gmtranmed Number of Payments 0f any): 1 Guaranteed Interest Rare (Prior to First Payment Date): *See language at bottom pt' page Frequency orr Payment (if' other than monthly): One lump sum Amount of Single Premium: Valuable Consideration Deduct/on From Premium - The mount of the Premium applied will be the Premium received minus a deduction for premium taxes, it' any. This Contract is a legal conlract between the Owner and Aetna. READ THIS CONTRACT CAREI:EJLLY. This Contract set.~ forth, in de~}l, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. *TH~ ANNUITY BENEFITS SET FORTH ABOVE AND THE INTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATE IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE IN'I'I~REST RATE ARE GUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 , ,~u~'~ ~nHIL-DOCK .~ FAX NO. :7179~09821 ~~' Ma~. 02 ~00~ O~:~gPM PJ CERTIFICAT/ON OF ANNUITY CONTRACT SPECIFICATIONS Annuitant: Vickie Thor.son Contract No. WS 19456-1B (Measured Life) Date of Issue: 06-0g-1994 First Payment Date: Owner: CONT/NENTAL ]NSUILANCE COMPANY Stated Annuity Payment Option: Pay in one lump sum the amount of $1{},000.00 on 06-09-2004. Amount of Annuity Payment: $10,000.00 This Amount of~xA~uity Payment is the paid-up annuity due on the above~xf~ "' '2~'~'~"' ate. TH'ERE ARE NO DEATH BENEFITS PRIC~TIYE FIRST PAYMENT DATE. Guaranteed Number of Payments (if any): 1 Guaranteed Interest Rate (Prior to First Payment Date): *See language at bottom of page Frequency of Payment (if other fl~an monthly): One lump sum Amount of Single Premium: Valuable Consideration Deduction From Premium - The amount of the Premium applied will be tlne Premium received minus a deduction fur premium taxes, if any. This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This Contract set~ forth, in detail, all of thc rightu and obligations of both .you and Aetna, IT IS THEREFORB IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. *TILE ANNUITY BENEFITS SET FORTH ABOVE AND THE 1NTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATE IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE OUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 FAX NO. :71796098~1 ~Ma~. 0~ ~003 04:~pM p~ CERTIFICATION OF ANNUITY CONTRACT SPECIFJCATIONS Annuitant: VJckie Thorson Contract No. WS 19456-1B (Measured Life) Date of Issue: 06-08-1994 First Payment Dam: 06-09-2009 Owner: CONTINENTAL INSURANCE COMPANY Stated Annuity Payment Option: Pay in one lump sum the amount o£ $14,000.00 on 06-09~2009. THERE ARE NO DEATH BENEFITS PRIO~Ti~)~F;~FIRST PAYMENT DATE, Guaranteed Number of Payments (if any): l Guaran -'~ed Interest Rate (Prior to First Payment Date): *See language at bottom of page Frequency of Payment (if other than monthly): One Dump sum Amount of Single Premium: Valuable Consideration Deduction From Premium - The amount of the Premium applied will be the Premium received minus a deduction for premium taxes, if any. This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the flght~ and obligations of both you and Aetna, IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. *THE ANNUITY BENEFITS SET FORTH ABOVE AND THE INTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR OREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATE IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE GUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 NO. :7179609B21 · ~ Mag. 82 2~8E Od:29PM PS CERTIFICATION OF ANNUITY CONTRA~ SPECIFICATIONS Annuitant: Vickie Thorson (Measured Life) Date of Issue: 06-08-1994 Contract No, WS 19456-1B First Payment Da[e: 06o09-2014 Owner: CONTINENTAL INSURANCE COMPANY Stated Annuity Payment Option: Pay in one lump sum the amount of $18,!}00.00 on 06-09-2014. Amount of Annuity Payment: $18,000.00 This Amount of Annuity Payment is the paid-up annuity duc on thc above First Payment Date. THERE ARE NO CASH SURRENDER BENEF~{t GUartmteed Number et Payments (if any): 1 DATE. Guaranteed Interest Rate (Prior to First Payment Date): *See language at bottom of page Frequency of Payment (ff other than monthly): One lump sum Amount of Single Premium: Valuable Consideration Deduction From Premium - Thc amount of the Premium applied will be the Premium received minus a deduction for premium taxes, if any. This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CARI~FULLY. This Contract sets forth, in detail, all of the rights and obligations of both you alld Aetna, IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. *THE ANNUITY BENEFITS SET FORTH ABOVE AND THE INTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATE IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE GUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 r~'~ :MFtlL-DOCK - -- FAX NO. ;7179~09821 ~Mag. 82 2003 04:38P~; P6 CERTIFICATION OF ANNUITY CONTRACT SPECIFICATIONS Annuitant: Vickie Thorsen (Measured Life) Date o£ Issue: 06-08-1994 Owner: CONTINI~NTAL INSURANCE COMPANY Contract No. WS 19456-1B First Payment Date: 06-09-2019 Stated Annuity .Payment Option: Pay in one lump sum the amount of $22,000.00 on 06-09-20~9, Amount of Annuity Payment: $22,000.00 This Amount of Annuity Payment is the paid-up annuity duo on tho above First THERE ARE NO DEATH BENEFITS PRIOR ~ST PAYMENT DATE. Guaranteed Number of Payments (if any): 1 Guaranteed Interest Rate (Prior to First Payment Date): *See language at bottom tff page Frequency of Payment (if other than monthly): One lump sum Panount of Single Premium: Valuable Consideration Deduction From Premium - The amount of tho Premium applied will be the Premium received minus a deduction for premium taxes, if any. This Contract is a legal contract between the Owner and Aetna. READ TI-IlS CONTRACT CAREFULLY. This Contract .mrs forth, in detail, all of the rights and obligations of both you and Aetna, IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY. *THE ANNUITY BENEFITS SET FORTH ABOVE AND THE INTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATE IN WH1CH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE OUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 ~OM :~AIL-DOCK -- FAX NO. :7179609821 ~ Mag. 02 2E~03 O~:~PM P7 CERTIFICATION OF ANNUITY CONTRACT SPECIFICATIONS Annuitant: Viclde Thorsen (Me~5nred Life) Date of I&sue: 06-08-I994- Contract No, WS ]94564B First Payment Date: 06-09-2024 Owner: CONTINENTAL INSURANCE COMPANY Stated Ammity Payment Option: Pay in one lump sum the amount of $28,409.0(I on 06-09-2024. Amount of Annuity Payment: $28,409.00 This Amount of Annuity Payment is the paid-up annuity due on the above First Payment Date. THEI~E ARE NO CASH SLrRRENDER BENEFITS. THERE ARE NO DEATH BENEFITS PRIOR TO J~ ~"~X~YMENT DATE, Guaranteed Interest Rate (Prior to First Paymefl~c)?See language at bottom of page Frequency of Payment (if other than monthly): One lump sum Amount of Single Premium: Valuable Consideration Deduction From Premium - The amount of the Premium applied will be the Premium received minus a deduction for premium taxes, if any. This Contract is a legal contract between thc Owner and Aetna, READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY, *THE ANNUITY BENEFITS SET FORTH ABOVE AND THE INTEREST RATE USED IN CALCULATING THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQU3IKED BY THE LAWS OF THE STATE IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE GUARANTEED UNDER THIS CONTRACT. 1SS-FDA-HO 2 FROM :MAIL-DOCK ~-- FAX NO. :717D80~821 --.May. 82 200B 04:BOPM P8 CERTIFICATION OF ANNUITY CONTRACT SPECIFICATIONS Annuitant: Vickie Thorsen Contract No, WS 19456-1A (Measured Life) Date of Issue: 06-08-1994 First Payment Date: 07-09-1994 Owner: CONTINENTAL INSURANCE COMPANY Stated Annuity Payment Option: Pay a fixed Annuity of $750.00 monthly starting on the First Payment Date of 07-09-1994 for a stated period of 30 years. Amount of Annuity Payment: $750.00. This AmountoXA~uity THERE ARE NO CASH SURRENDE~~~ THERE ARE NO DEATH BENEFITS PK~xOI~ TO THE FIRST PAYMENT DATE. Guaranteed Number of Payments (ff any): 360 Guaranteed Interest Rate (Prior to First Payment Date): *See language at bottom of page Frequency of Payment (if other than monthly): Amount of Single Premium: Valuable Consideration Deduction From Premium - The amount of the Premium applied will be the Premium received minus a deduction for premium taxes, if any. This Contract is a legal contract between the Owner and Aetna. READ THIS CONTRACT CAREFULLY. This Contract setq forth, in detail, all of the rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ TI-lIS CONTRACT CAREFULLY. *THE ANNUITY BENEFITS SET FORTH ABOVE AND TH.lo INTEREST RATE USED IN CALCULATiNG THESE BENEFITS ARE EQUAL TO OR GREATER THAN THE MINIMUMS REQUIRED BY THE LAWS OF THE STATI~ IN WHICH THIS CONTRACT IS DELIVERED. THE BENEFITS AND THE INTEREST RATE ARE GUARANTEED UNDER THIS CONTRACT. ISS-FDA-HO 2 ...... ~ ~--~K , - F"~ NC]. ; 71~JG09~2! --~_MaM. 02 20025 04:~M P9 TABLE OF CONTENTS Pagg GENERAL DEFINITION 1. Fixed Annuity .......................................................................................... 4 GENERAL PROVISIONS 3. Ownershxp; Claims of ~rr~,o,r..k~.~,~. .... .~ ........................................ 4 4. Misstatement and Afljus~ts.,, ,..~/_.,,~ ................................................. 4 5. State Laws ....................... y,x...~ ............................................................... 4 6. Non-Participating Contract ......................................................................... 4 ANNUITY PROVISIONS 1. Stated Annuity Payment Option .................................................................. 5 2. Desm-iption of Annuity Payment Options .................................................... 5 3. Other Terms of Annuity Options ................................................................. 5 ISS-FDA~FIO 3 FRON :M~L-9QCK - F~ NO. ;7~7980982! ,- Man. ~ ~1~ 04:~iPM PlO GENERAL DEFINITION FIXED ANNUITY .. Payment of an income of a stated dollar amount for: (a) the life of one or two people; (b) a state period; or (c) some mix of (a) and (b). ContFact GENERAL PROVISIONS This contract may be changed only by an officer of AEtna. Any change must be made in writing. Any choices under this Contract by the Owner must be in writing. All such choices must he received in the Home Office of AEtna. Until receipt of such choices, AEtna may rely on any previous choices made. Annuity payments will be made by AE~tna~ner as and whe'n due. The Owner may choos~ to direct AEma to m~ake Annuit~p:~y~h,qe )~uitant, or to any other payee(s). 3, Ownership; Claims of Creditors Thc Owner shall be &~ stated on the application, or as later changed by thc Owner. All of the ben~fits and rights granted by this Contract, or allowed by AEtna, belong to the Owner, This Contract shall not be, subject to thc claims of afiy creditors, except to the extent allowed by law, 4. Misstatements and Adjustments If thc age. sex, or any relevant fact concerning any payee is for nd to be misstated, the correct facts will be used to adjust payments, 5. State Laws · 'n Th~s Contract follows the laws of thc state t which it is delivered. Any cash, death or anuuity l~ayments are equal to or greater than the minimum required by such laws. The Anmfity Table for Reserve Valuation shall be as required by such state laws. and may be different from the Annuity Table used to determine Annuity Payments. Non-Participating Contract The Owner will have no right to share in the earnings of AEtna. ISS-PDA-HO 4 ANNUITY' PROVISIONS 1, Stated Annt~ity Payment ()ption AEtna will pay the Owner a Fixed Annuity starting un the First Payment Date. The Stated Annuity Payment Option is indicated on the Specifications page. Description of Annuity Payment Options - The descriptions of the Annuity Payment Options below are only a general description of the Annuity Payment Options, including the specific Stated Annuity Payment Option indicated on the Specifications page. Option 1 - Payments for a Stated Period of Time - A Fixed Annuity in the amount stated on the Specifications page w!ll be paid for the num~rl~f years stated. If the Annuitant dies before the end of such stated per,od, paymen~il~X~ to the Owner for the rest of the stated p,rlnd. Option 2 - Life Income - A ~ed{{~'x~ ~c'/~~,nn~t~,'~f the~¥nount stated, on the Specifications page will- be paid for life. Paymet}~ will [~kmafi~q~} a~inimum stated period, if chosen, of 60, 120. 180, 240, or 360 months as stated on the~ti't~tions page, If the Annuitant dies before the end Of such stated period, payments will I~e made to the Owner for the rest of the stated period. Option 3 - Life Income for Two Payees ~ A Fixed Annuity will be paid during the lives of the Annuitant and a second annuitant. At the death of either, paymen¢ will' continue to the survivor. When this option is chosen, a choice must be made of: (a) 100% of the payment to continue to the survivor; (b). 66 2/3% of the payment to continue to the survivor; (c) - 50% of the payment to continue to the survivor; 3. Other Terms of Annuity Options An Annuity Payment nnder Options 2 and 3 is detem~ined by using the Annuity table for 1949 with: (a) a I year age reduction for males; and (b) a 6 year age reduction for females. If Annuity Options 2, or 3 is used and larger annuity benefits would be due under a current AEtna single premium immediate annuity, AEtna will pay the excess annuity benefits due to the Owner. I-FDA-HO 5 DISCLOSURE STATEMENT This Disclosure Statement is being provided by Stone Street Capital, Inc. to Vickie L. Davis on October 14, 2003 in connection with her agreement to transfer and assign to Stone Street Capital, Inc. or its assigns certain structured settlement payment rights due to Vickie L. Davis from ING Life Insurance and Annuity Company as annuity issuer and/or Continental Insurance Company, as annuity owner, pursuant to that certain Settlement Agreement and Release between Vicki Thorson, Estate of Thomas Thorson and United Telecommunication Services and Vicki Finkenbinder dated on or about June 8, 1994. Amounts and Due Dates of Payments to be Transferred. Vickie L. Davis intends to assign to Stone Street Capital, Inc. or its assigns ("SSC") all of her right, title and interest in and to eighty four (84) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) beginning with the payment on August 9, 2013 through and including the final payment on July 9, 2020; plus one (1) lump sum payment of Eighteen Thousand and 00/100 Dollars ($18,000.00) due and payable on June 9, 2014 out of those certain payments due under the Settlement Agreement and Release. A~regate Amount of Payments Transferred. The aggregate amount of the payments to be transferred to SSC totals One Hundred Three Thousand and 00/100 Dollars ($103,000.00). Internal Revenue Service Discounted Present Value. The Internal Revenue Service discounted present value of the payments to be transferred is Forty Seven Thousand Ninety One and 36/100 Dollars ($47,091.36) determined by discounting the future payments to be transferred using a rate most recently published for determining the present value of an annuity by the Internal Revenue Service, which rate is 4.4%. This is a calculation of the current value of the transferred structured settlement payments under federal standards for valuing annuities. THIS 1S NOT THE RATE USED TO CALCULATE YOUR PURCHASE PRICE. It is also not the market rate for transfers of annuity payments of structured settlement payments. w Gross Amount Payable. The gross amount payable to Vickie L. Davis in exchange for the transferred payments is Ten Thousand Five Hundred Ten and 00/100 Dollars ($10,510.00) Good Faith Estimate of Fees and Exoenses. Vickie L. Davis will be responsible for paying the following commissions, fees, expenses, charges, and costs in connection with the closing of this transaction: Legal fees of $2,500 Net Amount Payable. The net amount payable to Vickie L. Davis in exchange for the transferred payments is Eight Thousand Ten and 00/100 Dollars ($8,010.00). Quotient. The quotient (expressed as a percentage) obtained by dividing the net payment amount by the discounted present value of the payments is 17.01% (#6 divided by #3). Breach of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties) payable by the payee in the event of any breach of the transfer agreement by the payee shall be: None. Effective Date. SSC's commitment obligation to enter into this transaction is conditional and contingent upon the execution and your return of this Disclosure Statement and execution of a Periodic Payment Right Purchase Agreement and related documents by all parties. The effective date of the Periodic Payment Right Purchase Agreement shall be the date on which the transaction is closed and funded to you, which date shall not, under any circumstances, be less than ten (10) days after the date of this Disclosure. 10. Best Interests. The best interests ofVickic L. Davis and his dependants, render the transfer appropriate. (i~nitia~l ~h~ere) By signing this Disclosure Statement where provided below, Vickie L. Davis acknowledges and agrees that she has read and fully understands the foregoing Disclosure Statement, that she has been advised by SSC to discuss the Disclosure Statement and the details of the proposed transaction with her financial advisors and attorneys and has been provided an opportunity to do so. RECEIVED, AGREED AND ACKNOWLEDGED:.. Vickie L. Davis Date (initial here) MRY O? 2004 S:14PM STONE STREET CRPTIRL, INC 301-8S1-2133 p.2 IMPORTANT NOTICE: ~ YOU ARE STRONGLY URGED TO CONSULT WITH AN ATTORNEY WHO CAN ADVISE YOU OF THE POTENTIAL TAX CONSEQUENCES OF THIS TRANSACTION. I, Viekio L. Davis~ understand that I may consult with an independent professional advisor regard/ng the legal, tax and financial implications of the lransfer of my structured settlement payments. I have chosen not to consult with an independent professional advisor and hereby expressly waive such right. 07/21/04 10:30 FAX .Ill. 17 29f~3 B9:55; F~ DI~O.'ERT I.t,P.--~ 3]3 91~2951il Kevin.!r. ~-loAdy I.D. No; 87715 Dgchefl LIP 4000 Boll AtlautJc Tov~r 1717 Axch Street Ph{lm,:lelphim, PA 19103-2793 (2 ! 5) Attorney for y~tiouer Su~ue Strut Capiud, Inc. RE: STRUCTURED SE'ITL~ PAYMIgNT RIOHTS OF VICKIE DAVIS CUIVlBERi,,~uN'D COUNTY COUR, T OF ,30)~VlON pr i~J,$ ORDER TItI8 MATTER wu brought befure tim C,~ by way ofY~i~on fi{~ on'b~lf 0f Vic~c Davis by Stye S~t ~ltal, Inc., ~ ~d ~u~ Stone ~ct ~2apit~, ~c,'s aitomcys D~h~ LIP ~or a~ order pursu~ut to 40 P.S. ' ,{0~I,.G~ 07/21/0~, ./.0:3/. FAX .I The Cotu't coa~idered thc Petition, a ~! my opposition thereto, aad th~ argument of ~ou~eL ~ £nd~ ~h~t ~li of the ~mumry ptere~s~ve to ~ e~t~' of t~is Order pu~s~ant to ~ 40 P,$. § 4001, et l~g.-, have been met, ! : AND NOW upon (~onsideration o{'t~jo at Petition or Vickie Davis and $(eue Capital, Inc., tho ~ L 1. 'l~te traasfef mdsfles the requmem_~m_ ~ of 40 P.$,~ § 4001, et ~ will adm~s~afive authofi~ 2. Notl~lO~pfiarto~ ~y oblivion ~ ~=t to ~e ~, the ~f~e ~ent ~ ~vid~ by 40 P.5. ~ 4~3~)1 wel~ate and {uppo. of the payea'a d~eacleais, if my; 4. Th,', payee ham expressly implications of the I~arafer, including separate wriaen acknowledgment aigaed by the paye~ 5, The tnmsfer,¢ona'avene~ the teresa but there is a favorable tax r 8~uctured settlmn~t ubli{:o~ shall not be toquh'ed; 0'7/21/04 TO 91~19~121~ court ~ prcvlously approved the suvctur~! eettlgmcnt ~'eem~nt; 8. Prior to antct'int into the a~reemcnt to mekc a t ~ansfcr trader b~ a~, thc payee wa~ provided with the "IMPORTANT N01rlCE'' m:luired by 4~ P.$~ § 400S(b). tht~ed on the foregoing findings and being satisfied thtt the transfer ~tisfiez ~i appliesble stsmtory requir~rnants az set fort in 40 P.S. § ~g~01, et ~o, it is he.by ORDERED and ADJUDGED thet sa/d Petition L~ GRAKI'ED a~ follow~; Pursuant m 40 P.S. § 4001, ~ Seq., the axsigt~mant to i;tm,.~ Street ~pi~, h~, or its ~es~s) or ~(s), of ~! ~t, gtlc ~d ht~t h ~ to one h~d twenty (120) m~y pa~an~ ofSeve~.H~d~d F~ ~ ~/1~ ~s ($750.~) ~i~ w~ t~ pa~t on A~u~ 9, 200~ ~u~ ~ ~lu~ ~e ~ p~t on ~uly 9, 201S; plu~ o~ (~) l~p ~ pa~ant ofT~ ~o~ ~d ~/1~ Do~l~ (~ I 0,~0,00) due and pa~ble on 2~e 9, 2~; p1~ one (1) l~p s~ pn~t of~o~n ~o~d ~d 00/100 DolJ~ ($14,~0.~) due ~d pay~le on J~e P, 2009 ~m ~ ~uRy ~~ by ~ntinen~ In--ce Co.any ~d sea, ced by ~G L(~ ~s~e ~d ~ui~ Comply, punu~t to a~uity eon~U n~b~ed WS 1945~1A ~d W~ 1~456-]B (~e "~i~d Pa~u") is berry ~PRO~D. 1~004 I)7/21/04 10.'3,l FAX Pursuant to the Periodic Payment Right p .mcbasc A~'e~m~nt between Vickle Dev~s and Stone Street Cap,tel, Inc., Continental lnsunmc? Compar~ ant. lNG L~e ln~urancc end Annuity Company arc d/rectcd to zcrnit ~c At~igned Payments duc under the coatt-tct to Stone Street Capital. Inc., oz its successor(~) or ~n(s) at 7:)16 Wisconsin Avenue, Suile 500,: assi~(s) Pt,u'su~t to 40 P.S, § 4005. Continental Insurance Compt:~y and lNG Life Insur,,ncc ~ Annuity Company arc discharged from liaMt~ty for the As~dsneg Payments to Stone Street Capital,/nc., or in successor(e) or ~s~gn(~). This O~der in no way modifies ownership or conU'ol over the underlying annuity contract by Continents! Insurance Company. Vic, Me Davis, shall &e pny~'s ~s or bme~ci~ d~t~tion ~th ~t ~ &o ~,~ P~en~, ~d no ~n or ~ ~ ~ Stone S~t ~i~, ~c.. power ~ au~o~ to ~ thc ad~s for pa~t of~e ~ce Comply ~or ~G Life peyment eddr~s for the Assigned Payment unless it t Srrce! C~ib], ][no. or it ancce, ssor(s) or ~ not, ce to i Stone VICKIE DAVIS 111 West South Street Carlisle, PA 17013 (717) 258-6033 Joint Petitioner, pro se LAW OFFICES OF MICHAEL A. GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorneyfor.Ioint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/K/A VICKIE THORSON COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL DIVISION No. AFFIDAVIT OF VICKIE DAVIS Vickie Davis, under penalties of perjury, being duly sworn, deposes and says: 1. I am a resident of the Corm~ionwealth of Pennsylvania, Cumberland County, and I reside at 111 West South Street, Carlisle, Pennsylvania. I am forty-six years old, married, and I am no longer financially responsible for any children. I submit this affidavit in support of Stone Street Capital, Inc.'s (Petitioner) petition, seeking approval &the transfer of certain structured settlement payments due to me under a structured settlement agreement. 2. In or about 1992, my husband, Thomas Thorson, was killed as the result of an accident, giving rise to a wrongful death claim against the certain defendants who were insured by Continental Insurance Company. 3. My claim against the defendants was resolved through a settlement agreement, which provided for a series of three lump stun cash payments that would be paid to me, over time, under a structured settlement. It is my understanding that the Continental Insurance purchased an annuity from lNG Life Insurance and Annuity Company (hereafter "ING"), who is responsible to make the annuity payments to me. 4. My estate is the beneficiary of the structured settlement payment rights, subject to my right to change or revoke such designation. 5. I seek to sell, assign m~d transfer to Petitioner certain payments remaining under the structured settlement agreement, in exchange for a lump sum payment, pursuant to the terms of a purchase and sale agreement I made with Petitioner on October 24, 2003. Pursuant to the terms of the agreement, I would sell, assign and transfer to Petitioner a portion of my rights, title and interest in eighty-four (84) monthly payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) due and payable from August 9, 2013 through and including the final payment payable on July 9, 2020; plus one (I) lump sum pa3anent of Eighteen Thousand and 00/100 Dollars ($18,000.00) due and payable on June 9, 2014. I am not seeking to sell monthly payments that ! rely upon to support myself and my dependants. 6. Prior to the agreement, on October 14, 2003, Petitioner provided me with a disclosure statement, which I read and understood. See copy of disclosure statement annexed hereto as Exhibit Although I have been instructed to obtain my own counsel, I have waived my right to independent professional advice regarding the proposed transfer, as I believe I fully understand the 2 transaction, and do not wish to incur additional legal expenses. I understand that it is a condition of the purchase and sale agreement that the transfer be approved by court order. 8. In June 2003, I entered into another transaction with the Petitioner. On July 14, 2003, I appeared in the Court of Common Pleas for Cumberland County and testified concerning that transaction, I explained in detail that I understood that I was giving up a large sum of money in order to receive an immediate lump sum payment. I also testified that I understood that once the transaction is approved, I would not receive the payments, that I have sold to the Petitioner. I explained to the Court in that transaction that I was in debt, and I needed to payoff my outstanding bills. The Court approved the transaction, and I received a lump sum payment of Fifty-Two Thousand Seven Hundred Seventy-Six and 00/100 Dollars ($52,776.00). I used the lump sum payment to pay offall of my outstanding bills. At this time, the only bills that I still pay are my mortgage, utilities, and car insurance. After completely the transaction with Stone Street, I was able to retire from my home cleaning business. 9. My husband, Joe Davis, currently receives a pension, social security, and worker's compensation payments. He takes home over Four Thousand and 00/I00 Dollars ($4000.00) per month~ Our monthly bills are between Fifteen Hundred and Two Thousand Dollars ($1500.00- $2000.00) per month. We are able to support ourselves from his income, and we have been able to put some money aside each month is savings. 10. While we can afford to support ourselves off ofmy husband's income, I would like to start my own small business. As we live near Dickinson College, I would like to start a consignment shop because I believe that the local college students would be interested in that type of store. Also, individuals with young children would also be interested in inexpensive "gently used" clothing for their children. I entered into this agreement with Stone Street so that I could have the money to start up this business. I need capital to buy the equipment and to rent and renovate a retail space. While my husband and I have put some money away, we do not have enough funds to start up this small business. By entering into this contract with Stone Street, I will be able to achieve my goals. 11. For the reasons stated herein, I ask that the Court approve the transfer, as it is in my best interests and the best interests of my family. I have already appeared in Court and testified about these types of transactions, and I still understand the significance of entering into this agreement with the Petitioner. For this reason, I also ask that the Court approve this transaction without my presence at a hearing. I ask that this affidavit be submitted to the Court in lieu of live testimony. WHEREFORE, I respectfully request that this Court enter an Order approving the transfer. Sworn to before me this day of June, 2004. NOYARIAL 81~AL J JACQUELINE M. WORLEY, Nota~ Public Carlisle, OJmbe~nd County ~ My Comrnlssion Expires Jan. 10, 2005 Vicki Davis Spousal Consent, Approval, Waiver and Assig~rner~t Of Joe Davis Dated As Of October 24, 2003 ~, Joe Davis, having a current address of 111 West South Street, Carlisle, PA 17013, am currently married to Vickie t. Davis (the "Seller"). Prior to the date hereof the Seller, or the Seller's predecessor in interest, entered into a agreement, and/or was subject to a court order, to settle a personal injury damage claim identified on Schedule "A" hereto by and between the persons identified on Schedule "A" hereto, and dated as identified on Schedule "A" hereto (the agreement or court order are referred to herein as the ~Settiement Agreement") pursuant to which a party or parties to the Setfiement Agreement identified on Schedule "A" as the "Primary Obligor" (the "Primary Obligor"), agreed to pay certain sums to the Seller (the "Settlement Payments"), and also may have made a qualified assignment (the "Qualified Assignment") of said obligation to a third party (the "Owner"), who assumed the obligation to make the Settlement Payments. tn order to fund the Settlement Payments the Primary Obligor and/or the Owner purchased or issued an annuity (the "Annuity") issued by an insurance company (the "Annuity issuer"). The Seller is the "Annuitant" named {n the Annuity, or is the beneficiary of the original Annuitant named in the Annuity. The Settlement Agreement, the Qualified Assignment, the Annuity, and any court orders approving the Settlement Agreement are collect vely referred to herein as the "Settlement Documents." ' The Seller has entered into a Periodic Payment Right Purchase Agreement, and related agreements (collectively the "PPRPA~) with Stone Street Capital, Inc., its successors and assigns (the "Purchaser~) each of those periodic and lump sum payments (to the extent applicable) due and payable to the Seller arising out of the Settlement Documents (the "Periodic Payments"), and specifically identified on Exhibit "B" attached hereto and incorporated herein by this reference. Such Periodic Payments, together with all of the Seller's right, title and interest therein and thereto, including, without limitation, all rights of the Seller based upon, or arising under the Settlement Documents, being herein refer~ed to collectively as the "Periodic Payment Rights". As used herein the term "Periodic Payment Rights" also includes: (ii All of the dghts, titles, estates, interests, powers, privileges, and benefits (of every description whatsoever) of the Seller (as plaintiff, c~a[mant, aggrieved party, payee, obligee, and successful litigant) in, to or under the Litigation, and/or the Settlement Documents, and any other documents executed in connection with or otherwise related to any of the foregoing (including, without limitation, the entire Settlement Payments and excluding therefrom only the Settlement Payments not part of the Periodic Payments, if any), and all other rights, titles, estates, interests, powers, privileges, and benefits of Seller now or hereafter arising in, to or under any of the foregoing; (ii) All of the rights, titles, estates, interests, powers, privileges, and benefits (of every description whatsoever) of the pdmary beneficiary, the contingent or secondary beneficiary, the payee and the annuitant in, to or under the Annuity (to the extent of the Settlement Payments), the application for the Annuity (to the extent of the Settlement Payments), the proceeds of each Annuity payment constituting the Settlement Payments and any documents, executed in connection with or otherwise related to any of the foregoing (including, without limitation, the Settlement Payn~ents and excluding therefrom only the Settlement Payments not part of the Periodic Payments, if any), and all other rights, titles, estates, interests, powers, privileges and benefits (of every description whatsoever) of Seller now or hereafter arising in, to or under any of the foregoing; (iii) All rights to enforce, sue upon, defend, appear as a creditor in bankruptcy court, or otherwise take any and al necessary action in connection with any suit, or proceeding, whether at law or in equity, arising under or in connection with th( Settlement Documents, or to protect the dghts of Seller, or Purchaser, as purchaser or assignee thereof, under the Settlemen Documents; and (iv) The proceeds of all of the rights, titles, estates, interests, powers, privileges, and benefits described in th, preceding subparagraphs (ii through (iii), specifically including, without limitation, all of the rights, titles, estates, interests, power,, privileges and benefits of Seller (of every description whatsoever) in or to the proceeds of all checks, payments, distributions, an other value adsing in favor of Seller (whether as obligee, annuitant, payee, primary beneficiary, contingent beneficiary, secenda~ beneficiary or otherwise) under the Settlement Documents (including, without limitation, the Settlement Payments and excludi~ ther~efrom only the Settlement Payments not included in the Periodic Payments, if any). I have been asked to consent to and approve the PPRPA, and to waive and convey to the Purchaser any and all rights th I may now or hereafter have with respect to the Periodic Payment Rights, including any rights I may have had, have or m~ hereafter have as a result of being married to Seller, or with respect to me being a beneficiary, contingent beneficiary, or remaind beneficiary with respect to the Periodic Payment Rights, such that upon the closing of the PPRPA I will have no remaining rights any kind or nature in the Periodic Payment Rights. I hereby voluntarily and knowingly consent to and approve the PPRPA, and waive and convey to the Purchaser any and rights that I may now or hereafter have with respect to the Periodic Payment Rights, including any rights I may have had, have 3 may hereafter have as a result of being marded to Seller, or with respect to me being a beneficiary, contingent beneficiary, or remainder beneficiary with respect to the Pedodic Payment Rights. such that upon the dosing of the PPRPA I will have no remaining rights of any kind or nature in the Periodic Payment Rights. I am aware that payments may be received by the Purchaser through an electronic funds transfer made to a bank account in the name of my spouse. I agree that I will take no action with respect to the account, including withdrawal attempts or signing any checks or other instrument. I acknowledge that any violation of the foregoing could subject me to civil and crlminal liability. I further agree if at any time in the future any of the Periodic Payment Rights shall come into my possession, custody or control that I will promptly turn over any such Periodic Payment Rights to the Purchaser. I understand that Purchaser is relying upon my consent, approval, waiver and assignment and, in consideration of that expectation and the sum of ten dollars ($10.00), the receipt, adequacy and sufficiency of which I hereby acknowledge, I am executing this Spousal Consent, agreeing by doing so to be legally bound. This Spousal Consent shall be attached to, and form a part of, the PPRPA, In the event of any conflict or inconsistency between the provisions of this Spousal Consent and the provisions of the PPRPA, the provisions of this Spousal Consent shall govern and control. L.~2 (Seal) ; Joe Davis Attachments: Schedule "A~ Exhibit "B" Ackoowledqment For Joe Davis State Of P.e.qnsylvania ~) I, a Notary Public of the County and State aforesaid, do hereby certify that between Joe Davis, whose name is signed to the foregoing Spousal Consent, Approval, Waiv~"'~c 's-'s[gnment bearing date of October 24. 2003, has this day acknowledged the same before me and that said ~ato~ as ~g~ed said Spou~a~onsent, ~rova), Waiver andt Assignme.t as said signato~'s free a~ and dee~.-G~; ~der~ ~and this~ day of ~ t ~ ,2~. My Commission Expires': q - ~5-- O~ NOTARIAL SEAL APRIL O. SHEAFFER, Notary PubJio Carliste. Cumberland County My Commission Expires A ri 2 ~ ........... P 3, 2006 VICKIE DAVIS 111 West South Street Carlisle, PA 17013 (717) 258-6033 Joint Petitioner, pro se LAW OFFICES OF MICHAEL A. GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/K/A VICKIE THORSON COURT. OF COMMON PLEAS CUMBERLAND COUNTY CIVIL DIVISION No. NOTICE OF ASSIGNMENT Transferor: Transferee: Annuity Owner: Annuity Issuer: Annuity Number: Vickie Davis Stone Street Capital, Inc. and its successors and assigns Continental Insurance Company Aetna Life Insurance and Afinuity Company n/k/a INO Life Insurance and Annuity Company ~ ,- WS 19456-1B Pursuant to Section 4003 of the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001 et seq. (the "Act"), notice is hereby given that the above-referenced transferor has entered into agreements with the above-referenced transferee to transfer all of his right, title, and interest in certain payments due under the above-referenced annuity in exchange for consideration. The transferred payments are as follows: · 84 monthly payments of $750.00, beginning with the August 9, 2013 payment through and including the payment due on July 9, 2020; · $18,000.00, payable on June 9, 2014. The Transferee's taxpayer identification number is 23-2617276. 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'h~aring. 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 pi~ovide 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, LAW OFFICES OF~VIICHAEL A. GREEN tvtic~tael A. C~ee/r/ ~/ Attorney for~¥t'f~tone Street Capital, Inc. 2 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 ~'~-'day of~,/'f//q,[/~""" ,2004 via certified / mail, return receipt requested, upon the following: Ms. Vickie Davis 111 West South Street Carlisle, PA 17013 Continental Insurance Company CNA Plaza Chicago, IL 60685 Aetna Life Insurance and Annuity Company n/k/a ING Life Insurance and Annuity Company 151 Farmington Avenue Hartford, CT 06101-6271 Law Offices MICHAEL A. GREEN 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 phone (215) 972-5520 facsimile (215) 972-5544 5 Split Rock Drive Cherry Hill, NJ 08003 phone (856) 779-9700 facsimile (856) 779-9792 Please reply to Philadelphia office e-mail: mgreen@michaelgreenlaw.com ** Please note our new address August2,2004 Cumberland County Prothonotary One Courthouse Square Carlisle, PA 17013 Re: Transfer of Structured Settlement Payment Rights bv Vickie Davis Dear Sir or Madam: Enclosed please find the following: · Original and one copy of Joint Petition with Notice to Defend and proposed Order; and · Additional proposed Orders for each party and interested party. Please file the originals of record and return a time-stamped copy to me in the enclosed large self-addressed stamped envelope. The smaller pre-addressed stamped envelopes are for distribution of a signed Order. I enclose your $55.50 filing fee with this letter as well. A hearing is not requested in this matter and we respectfully request that the Court rule on the papers submitted. Please let me know if there is a problem or if you need anything further from me. Thank you. MAG/me Enclosures Cc: Michael~. G e(e(e(e(e(e(e(e(el~fi ~ ~ Ms. Vickie Davis (via certified mail, return receipt requested) (w/ enclosures) Ms. Tonya Howe (w/o enclosures) IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : RIGHTS BY VICKIE DAVIS: A/K/A VICKIE THORSON : NO. 2004-3874 CIVIL TERM ORD~ AND NOW, this 18TM day of AUGUST, 2004, a headng on the "Joint Petition for Court Approval of a Transfer of Structured Settlement Payment Rights" is scheduled for THURSDAY, SEPTEt4BER 30, 2004, at 1:00 p.m. in Courtroom # 5 of the Cumberland County Courthouse, Carlisle, Pa. Vickie Davis 111 West South Street Carlisle, Pa. 17013 Aetna Life Insurance and Annuity Continental Insurance Compar~ Michael A. Green, Esquire 1831 Chestnut Street Philadelphia, Pa. 19103 :sld Edward E. Guido, Company LAW OFFICES OF MICHAEL A. GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/K/A VICKIE THORSON COURT OF COMMON PLEAS CUMBERLAND COUNTY CWIL ]DIVISION No. 2004-3874 CWIL TERM PETITION FOR HEARING TO THE HONORABLE JUDGES OF THIS COURT: Joint Petitioner, Stone Street Capital, Inc. ("Stone Street") hereby petition this Honorable Court for hearing in the matter referenced above and in support thereof states as follows: 1. Joint Petitioners, Vickie Davis and Stone Street, filed the instant Petition on August 9, 2004. 2. By Order dated August 18, 2004, the Honorable Edward E. Guido scheduled a hearing in this matter for September 30, 2004. 3. Joint Petitioner, Vickie Davis, did not appear at the scheduled heating and the matter was continued generally, to be rescheduled upon petition of :any party. A true and correct copy of Judge Guido's September 30, 2004 Order is attached and incorporated as Exhibit "A". 4. Ms. Davis has advised Stone Street that she is ready, willing and able to appear at a hearing in this matter. WHEREFORE, Petitioner, Stone Street Capital, Inc., respectfully requests that this Honorable Court schedule a hearing in this matter. Respectfully submitted, LAW OFFICES OF /,~CHAEL A. GREEN Attomey for Petitioner Stone Street Capital, Inc. VERIFICATION I, MICHAEL A. GREEN, ESQUIRE, verify and state that I am counsel for Stone Street Capital, Inc. and that the fact contained therein are tree 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 unswom falsification to authorities. MICHAEL A. (~ 3 CERTIFICATE OF SERVICE I, MICHAEL A. GREEN, ESQUIRE, certify that I caused to be served a true and correct copy of the foregoing Petition for Approval of a Transfer of Structured Settlement ~aymen~L Rights, the exhibits thereto and proposed form of Order, this ~/~ day of ~/C)faw v , 2004, via certified mail, return receipt requested, upon the following: Ms. Vickie Davis 111 West South Street Carlisle, PA 17013 Continental Insurance Company CNA Plaza Chicago, IL 60685 Aetna Life Insurance and Annuity Company n/1Ua ING Life Insurance and Annuity Company 151 Farmington Avenue Hartford, CT 06101-6271 Nicole M. Lanzalotti, Esquire Drinker, Biddle & Reath, LLC One Logan Square 18th and Cherry Streets Philadelphia, PA 19103 IN RE: : TRANSFER OF : STRUCTURED : SETTLEMENT PAYMENT : RIGHTS BY VICKIE DAVIS : A/K/A VICKIE THORSON : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2004-.3874 CIVIL TERM ORDER OF COURT AND NOW, this 30th day of September, 2004, the Petitioner having failed to appear at the scheduled hearing, and the Court not being willing to allow her to transfer over $100,000.00 in future payments for the paltry sum of $8,000.00 without hearing from her in person, this matter is continued generally. We will reschedule it upon petition of any party. By the Court,. Edward E. Guido,~J. Vickie Davis 111 West South Street Carlisle, PA 17013 gchael A. Green, Esquire r Stone Street Capital, Inc. srs OCT 2 8 zoo4 LAW OFFICES OF MICHAEL A. GREEN By: Michael A. Green, Esquire I.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS A/FdA VICKIE THORSON COURT OF COMMON PLEAS CEhMBERLAND COUNTY CIVIL DIVISION No. 2004-3874 CIVIL TERM AND NOW, this PROPOSED ORDER day of if0 ~., 2004, upon consideration of Stone Street Capital, Inc.'s Petition for Hearing and any response thereto, this matter is scheduled for a Heating on the tht~ ~} ~day of ~ ., 2004 at~f__'~ ~. in Courtroom Jo LAW OFFICES OF MICHAEL A. GREEN, P.C. By: Michael A. Green, Esquire J.D. No. 73450 1831 Chestnut Street Suite 300 Philadelphia, PA 19103 (215) 972-5520 Attorney for Joint Petitioner Stone Street Capital, Inc. COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL DIVISION No. 2004-3874 CIVIL TERM IN RE: TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS BY VICKIE DAVIS AJKIA VICKIE THORSON PRAECIPE TO WITHDRAW JOINT PETITION TO THE PROTHONOTARY: Please withdraw the Joint Petition filed in this matter. LAW OFFICES 0 1111 e titioner Stone Street Capital, Inc. Dated: CERTIFICATE OF SERVICE I, MICHAEL A. GREEN, ESQUIRE, certify that I caused to be served a true and correct copy of the foregoing Praecipe to Withdraw this 2eP~ay of ~~ v ( , 2005, via regular mail upon the following: Ms. Vickie Davis II I West South Street Carlisle, PA 17013 Continental Insurance Company CNA Plaza Chicago, IL 60685 Aetna Life Insurance and Annuity Company n/k/a ING Life Insurance and Annuity Company 151 Farmington Avenue Hartford, CT 06101-6271 Nicole M. Lanzalotti, Esquire Drinker, Biddle & Reath, LLC One Logan Square 18th and Cherry Streets Philadelphia, PA 19103 Itl ~\LAG 2 --------- ...) ,