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HomeMy WebLinkAbout11-8498'r TABITHA EGER 143 Red Tank Road Boiling Springs PA 17007 c ^' c;z ?`' -?? (717) 486-6775 ? _ Joint Petitioner, pro se =;0 -vrn ?D o GREEN, SILVERSTEIN & GROFF, LLC =° By: Michael A. Green, Esquire c? 3 z- I.D. No. 73450 Dc Joshua D. Groff, Esquire I.D. No. 86191 215 South Broad Street, Suite 700 Philadelphia, PA 19107 (215) 972-5520 Attorney for Joint Petitioner Clematis Funding, LLC COURT OF COMMON PLEAS IN RE: TRANSFER OF STRUCTURED CUMBERLAND COUNTY SETTLEMENT PAYMENT RIGHTS BY TABITHA EGER _/007 No. No JOINT PETITION FOR COURT APPROVAL OF A TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS TO THE HONORABLE JUDGES OF THIS COURT: Petitioners, TABITHA EGER and CLEMATIS FUNDING, LLC, its successors and assigns (collectively "Clematis"), by and through its undersigned counsel, hereby jointly petition this Honorable Court for approval of a transfer of structured settlement payment rights pursuant to the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001 et. M.. (the "Act"), and in support thereof state as follows: 1. Tabitha Eger ("Eger" or "Payee") is an adult individual who resides at 143 Red Tank Road, Boiling Springs, Cumberland County, PA 17007. 0 ?#aa?9 M 2. Clematis Funding, LLC is a Delaware limited liability company with a principal place of business at 14225 Ventura Boulevard, Sherman Oaks, CA 91423 and a tax identification number 45-3368593. 3. By the terms of a settlement of a personal injury action (the "Settlement'), became entitled to receive periodic payments as follows: • $8,500.00, payable on January 21, 1988; • $8,500.00, payable on January 21, 1989; • $8,500.00 payable on January 21, 1990; • $8,500.00 payable on January 21, 1991; • $25,000.00 payable on January 21, 1995; • $50,000.00 payable on January 21, 2000; • $65,000.00 payable on January 21, 2005; • $100,000.00 payable on January 21, 2010; and • $234,194.00 payable on January 21, 2015 (the "Periodic Payments"). 4. The structured settlement obligor is Transamerica Annuity Service Corporation. ("Transamerica" or "Obligor"). 5. Pursuant to the Settlement, the Obligor purchased an annuity, naming Eger as annuitant, from Transamerica Life Insurance Company ("Transamerica Life" or "Annuity Issuer") bearing annuity contract number 850401TO02Z (the "Annuity"). 6. Pursuant to the Annuity, the Annuity Issuer makes the Periodic Payments required of the Obligor pursuant to the Settlement directly to Eger. 7. Eger, desiring to receive a lump sum payment in lieu of a portion of the Periodic Payments she would otherwise receive pursuant to the Annuity, has agreed to transfer to Clematis the following payment: 2 • $80,000.00, payable on January 21, 2015 (the "Assigned Payment") 8. On or about October 10, 2011, Eger executed a Structured Settlement Annuity Sale and Assignment Agreement (defined as a "Transfer Agreement" under 40 P.S. § 4002) with Clematis to effect the transfer of the Assigned Payments. A true and correct copy of the Transfer Agreement is attached and incorporated as Exhibit A. 9. Clematis timely provided to Eger a Disclosure Statement, as required by 40 P.S. § 4003 (a)(2), more than ten days prior to the date on which the Payee was first to incur any obligation with respect to the transfer. A true and correct copy of the Disclosure Statement is attached and incorporated as Exhibit B.1 10. The aggregate total of the Assigned Payment is $80,000.00. 11. The gross payment to Payee is $51,520.48. 12. The net payment to Payee is $51,520.48. 13. Based on the net amount that the payee will receive from this transaction (i.e. $51,520.48) and the amounts and the timing of the structured settlement payments that would be assigned, the payee is, in effect, paying interest at a rate of 13.50% per year. 14. The Payee has been provided with the required "IMPORTANT NOTICE" in the form and manner prescribed by 40 P.S. § 4003 (3)(b). A true and correct copy of the notice is attached hereto and incorporated as Exhibit C. 1 Anticipating the insurers may require it, Clematis also provided Iowa and Kentucky Disclosure Statements. Clematis does not imply or concede that those states' laws apply. 3 15. The Payee has duly executed a separate written acknowledgment which acknowledges she has waived the opportunity to receive independent legal advice regarding this transaction. A true and correct copy of this acknowledgment is attached and incorporated hereto as Exhibit D. 16. If approved, Eger will use the proceeds to pay bills. See Affidavit of Tabitha Eger, attached and incorporated as Exhibit E. 17. Eger is unmarried with no dependents. See id. 18. Timely written notice of the transfer and the transferee's name, address, and taxpayer identification number 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 F. 19. 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. 20. The transfer complies with the requirements of 40 P.S. § 4001 et sew. 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. 21. The transfer is in the best interest of the Payee, taking into account the welfare and support of her dependents, if any. WHEREFORE, having satisfied all applicable statutory requirements for the transfer of the structured settlement payment rights identified in this Joint Petition, Petitioners respectfully 4 request that this Honorable Court grant the instant Joint Petition and enter the attached Order. Respectfully submitted, TABITHA EGER Tabitha Eger Pro se GREEN, SILVERSTEIN & GROFF, LLC Yua l A een D. Groff Attorney for Joint Petitioner Clematis Funding, LLC Dated: < < < $ 111 VERIFICATION I, Tabitha Eger, verify and state that the facts contained in the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment Rights and the exhibits thereto are true and correct to the best of my knowledge, information and belief. I make this Verification subject to 18 PA. C.S.A. § 4904, relating to penalties for unsworn falsification to authorities. TABITHA EGER 6 VERIFICATION I, James Klohn, am Vice President of Clematis Funding, LLC and I am familiar with the file that Clematis Funding, LLC maintains for Tabitha Eger and I am authorized to make this Verification. I verify and state that the facts contained in the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment Rights by Tabitha Eger and the exhibits thereto are true and correct to the best of my knowledge, information and belief. I make this Verification subject to 18 PA. C.S.A. § 4904, relating to penalties for unsworn falsification to authorities. 1? 1 (1 James Klohn 7 ATTORNEY CERTIFICATION I, Michael A. Green, Esquire, attorney for Clematis Funding, LLC, hereby certify that, to the best of my knowledge, information and belief, formed after reasonable inquiry, that the transfer will comply with the requirements of the Act and will not contravene any other applicable federal or state statute or regulation or the order of any court or administrative authority. GREEN, SILVERSTEIN & GROFF, LLC Michael A. Green T Attorney for Petitioner Clematis Funding, LLC Dated: 1 t / 0 1 , CERTIFICATE OF SERVICE I, MICHAEL A. GREEN, ESQUIRE, certify that I caused to be served a true and correct copy of the foregoing Joint Petition for Approval of a Transfer of Structured Settlement Payment r Rights, the exhibits thereto and proposed form of Order, this day of dovd.-- w- , 2011, via certified mail, return receipt requested, upon the following: Tabitha Eger 143 Red Tank Rd, Boiling Springs PA 17007 Transamerica Annuity Service Corporation 4333 Edgewood Rd. Cedar Rapids, IA 52499 Transamerica Life Insurance Company 4333 Edgewood Rd. Cedar Rapids, IA 52499 MICHAEL A. GREEN EXHIBIT A STRUCTURED SETUXAC T ANNUITY SALE AND ASSIGNl1+IENT ASE T THIS STRUCTURED SETTLEMENT ANNUITY SALE AND ASSIGNMENT AGREEMENT dated as of the 23rd day of October, 2011 is entered into BETWEEN: TABITHA K. EGER An individual residing in the State of Pennsylvania (hereinafter called the "Seller") -and- CLE ATIS FUNDING. LLC A limited liability company pursuant to the laws of Delaware (hereinafter called "Buyer") OF THE FIRST PART OF THE SECOND PART WITNESSES THAT in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which each party hereto irrevocably aclmowledges), the parties agree as follows: SECTION ONE PURCHASE AND SALE OF ANNUITY l.1 A areement to Sell and Buy. Subject to the terms and conditions set forth in this Structured Settlement Annuity Sale and Assignment Agreement and schedules hereto, which form an integral part of this agreement (collectively referred to as the "Agreement"), Seller hereby agrees to sell, transfer, deliver and irrevocably assign to Buyer and Buyer's successors and assigns at Closing (as hereinafter defined), and Buyer hereby agrees to buy from Seller, all of Seller's right, title and interest in (a) certain payments arising out of an agreement or order to settle a personal injury damage claim (such agreement or order, the "Settlement Agreement"), to which Seller is a party and the payment obligations under which have been assigned to the Annuity Owner, as defined in the Terms Rider attached as Schedule "A" hereto, which said payments are set out and more particularly defined in the Terms Rider (such payments are hereinafter collectively referred to as the "Assigned Payments"), (b) the Annuity (as defined in said Terms Rider) and (c) all Related Rights (as defined in Section 1.9 of this Agreement). Notwithstanding any references to the Annuity in this Agreement or any other provision of this Agreement to the contrary, the parties agree that the "Assigned Payments" and Related Rights hereunder shall include without limitation Seller's rights under the Settlement Agreement as *4, - Initials 1of11 against the Annuity Owner with respect to the payments identified on Schedule "A" and shall not be limited to Seller's rights under the Annuity. 1.2 Price and Terms of Payment. The purchase price (hereinafter called the "Purchase Price") for the Assigned Payments is as set out in the Terms Rider. Buyer covenants and agrees to pay the Purchase Price on the Closing Date (as hereinafter defined in Section 1.3 hereof) to the Seller in immediately available funds by wire transfer, bank draft or certified check, at Buyer's discretion. Should any payment from the Assigned Payments be received by the Seller prior to the Closing Date then Seller shall have the right to keep said payment(s) and the Purchase Price shall be reduced by the amount of any such payment(s). (a) Holdbacks. (a) If the Periodic Payments are monthly payments, at Closing, Buyer shall have the right, but not the obligation, to hold back from the Purchase Price an amount equal to the next three (3) Periodic Payments due Seller. Once a payment has been received by Buyer directly from Annuity Owner or Annuity Issuer, Purchaser will release the balance of the held amounts to Seller, without interest, less an amount equal to the sum of all Periodic Payments received by Seller after the Closing Date." 1.3 Closing. The closing of the within transaction shall occur on the fifth (5'h) business day following the date on which the last of the conditions precedent set forth in Section 2.1 has been satisfied (hereinafter referred to as the "Closing Date). The closing shall take place at the Closing Place as stipulated in the Terms Rider or at such other location agreed upon in writing by Buyer and Seller. At any time prior to the Closing Date 'Buyer shall have the sole and absolute discretion to cancel this Agreement without further obligation to Seller if (i.) Seller defaults in respect of his obligations hereunder; or (ii) otherwise in accordance with the Agreement. Further, should any of the conditions precedent remain unsatisfied by the Conditions Date as set out in the Terms Rider then Buyer shall have the sole and absolute right to cancel this Agreement at any time thereafter without further obligation of Buyer to Seller. 1.4 Delivery of Assigned Pats. (a) Seller shall deliver or cause to be delivered and assign, and Buyer shall accept, the Assigned Payments on the Closing Date. (b) Seller covenants with Buyer that at the time of closing on the Closing Date title to the Assigned Payments will be good and marketable, free and clear of all claims, liens, mortgages or encumbrances of any kind or character. 1,5 Access to Documents. From and after the date of this Agreement and up to the Closing Date, Buyer shall, on reasonable notice to Seller from time to time have access to all documents and information related to the Annuity and the Assigned Payments as well as all related or underlying agreements ("Documents") for purposes of reviewing same. When requested by Buyer, Seller shall deliver copies of the Documents to Buyer for Buyer's review and files, which Documents shall include but not be limited to (i.) a copy of the underlying 2of11 .Initials settlement and release agreement/order under which Seller is entitled to receive the Assigned Payments; (ii) the Annuity contract(s); (iii) a qualified assignment and release if applicable; (iv) a structured settlement questionnaire (to be provided by Buyer and executed by Seller); (v) a statement of legal representation; (vi) a W-9 tax form; (vii) proof of Seller's age of majority and other valid government-issued personal identification; (viii) Seller's most recent federal and state income tax returns; (ix) and such other documents and information as Buyer may reasonably request depending on the personal situation of the Seller. 1.6 Disclosure Statement. Seller acknowledges receipt of a disclosure statement ("Disclosure Statement") setting out various information regarding this transaction. 1.7 Irrevocable Power of Attorney. (a) With respect only to the Assigned Payments, Seller constitutes and irrevocably appoints Buyer or Buyer's successor or assign the true and lawful attorney for Seller and for Buyer's use and benefit to accept, sign, endorse, negotiate and/or transfer without restriction, in Seller's name and on Seller's behalf, all checks, drafts, promissory notes, or other instruments, payable to Seller's order, or which may require Seller's endorsement, and received pursuant to the Assigned Payments. (b) This power of attorney shall be irrevocable until such time as Buyer has received all Assigned Payments to which it is entitled pursuant to the Agreement and shall not be affected by the death or disability of the principal. (c) With respect only to any promissory note given to Buyer by Seller in connection with this transaction, Seller grants Buyer the right to contact any financial institution in which Seller maintains any funds (a "Bank Account") to enforce the applicable provisions of the Agreement, such enforcement to be construed as a set-off against any and all obligations owed by seller to buyer under any promissory note given to Buyer by Seller. Seller hereby authorizes Buyer to record all appropriate UCC financing statements or other lien document on Seller's behalf against any such Bank Account. 1.8 Designad of Beneficiary. Seller designates Buyer as Seller's beneficiary to the Assigned Payments. Seller agrees to execute such additional beneficiary designation form as may be required by the owner of the Annuity and/or the issuer of the Annuity to carry out the intent of this Section 1.8. 19 Grant of Security Interest. Seller hereby grants Buyer a first priority, perfected and continuing security interest in all of Seller's right, title and interest in, to and under the Assigned Payments and the Related Rights (collectively, the "Collateral"). The term "Related Rights" as used in this Agreement means: (i) all payments in respect of the Assigned Payments; (ii) any underlying settlement and assignment documents or other ancillary documentation related to the Assigned Payments; (iii) all liens and property purporting to secure payment of the Assigned Payments; (iv) all rights of Seller under any insurance policy with respect to the Assigned Payments (and all proceeds and premium refunds thereof); (v) all guaranties, indemnities, Okw- 3of11 Initials warranties, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Assigned Payments; and (vi) all proceeds of and rights to enforcement with respect to any of the forgoing. All of the Collateral shall secure payment and performance of all of Seller's obligations at any time owing to Buyer, fixed or contingent, arising under this Agreement or by operation of law or otherwise. Upon the request of the Buyer, Seller shall furnish to Buyer such documents, financing statements and endorsements as Buyer may require to perfect its security interest in the Collateral. 1.10 Authorization to File Finking Statements. Seller hereby authorizes Buyer, without notice to or further assent by Seller, to file such UCC financing statements and/or amendments thereto with respect to the Collateral as Buyer deems necessary in order to perfect Buyer's security interest therein. SECTION TWO CONDITIONS OF CLOSING. INSPECTION AND WARRANTIES 2.1 Conditions Precedent. The following conditions precedent have been inserted for the benefit of Buyer and may be waived in whale or in part by Buyer in writing at any time at Buyer's sole discretion. It shall be a condition precedent to Buyer's obligation to complete the within transaction that at the time of closing on the Closing Date: (a) The Annuity and Assigned Payments shall be free and clear of all claims, Adverse Claims (as defined in Section 2.2 hereof), liens, mortgages, and encumbrances of any kind or character; (b) All necessary final and non-appealable court orders issued by courts of competent jurisdiction shall have been obtained by Buyer at Buyer's cost and expense with the cooperation of Seller in a form acceptable to Buyer approving the nature and particulars of the within transaction and directing that the Annuity Issuer recognize the sale and assignment of the Assigned Payments to Buyer or Buyer's successors and assigns as directed by Buyer without reduction or set off and receipt by Buyer of said court order(s), certified to be a true and complete copy by an officer or clerk of the court or filed in the court issuing such order (hereinafter referred to as "Court Order"); (c) Seller shall have caused to be terminated any UCC financing statement that purports to record a security interest in the Assigned Payments in favor of any secured party other than Buyer; (d) Seller shall have provided all documents and information requested by Buyer contemplated in Section 1.5 hereof; (e) Buyer shall have received a written acknowledgment from the Annuity issuer in a form satisfactory to Buyer, acting reasonably, confirming that Seller is entitled to the Assigned Payments in the amount and manner described in the Terms Rider ALF, 4of11 Initials and acknowledging the Annuity Issuer's unqualified agreement to make all of the Assigned Payments to Buyer or Buyer's named successors and assigns in accordance with the Agreement and the Terms Rider and as directed precisely in accordance with the court order(s); (f) Buyer shall have received the final results of its Inspections, including but not limited to credit and other searches; (g) Seller has performed all of his obligations under the Agreement. (h) If the Assigned Payments are life contingent, then the procurement of all necessary life insurance policies and documents and the transfer of any or all of the life insurance policies to Buyer and/or its assignee(s) prior to closing. 2.2 Inspection, Buyer shall have the right to conduct one or more inspections ("Inspections") to enable it to determine whether there was filed any liens on, judgments against, or any adverse claim against the Seller and the Annuity (collectively referred to as "Adverse Claims"). Buyer, in its sole discretion, shall be entitled to discharge any Adverse Claims prior to or at the time of closing on the Closing Date by paying such amount or amounts necessary to so satisfy such Adverse Claims. In such case, the Purchase Price shall be automatically reduced by the amount of any such payments. If an undisclosed Adverse Chem affecting the Assigned Payments arises or is discovered after the Purchase Price is paid to Seller, Seller does indemnify Buyer and hold Buyer harmless from any and all resulting losses, shortfalls, or other encumbrances. 2.3 Warranties of Seller. Seller represents and warrants that: (a) The Agreement, when executed and delivered by Seller, will constitute a legal, valid and binding obligation of Seller, enforceable in accordance with its terms; (b) Seller is the holder of the entire right, title and interest in and to the Assigned Payments and has full power and authority to enter into and perform all of Seller's obligations under the Agreement, without obtaining the consent of any third party to do so. In that regard, Seller has and will at the time of closing on the Closing Date have full power and lawful authority to transfer title to the Assigned Payments to Buyer onto cause title to the Assigned Payments to be transferred to Buyer; (c) Seller is entitled to the Assigned Payments, free and clear of any right, interest, lien, charge, encumbrance, or other claim of any other person or entity. There are no suits or proceedings pending or threatened against or affecting the Seller or the Assigned Payments which are likely to have a material adverse effect on Seller's ability to perform its obligations hereunder; i4 - Sof11 'tials (d) The Annuity (including the Assigned Payments) has not been obtained or created in any fashion which would violate any state, federal or local law, and there are no legal or equitable defenses to the payment of said Annuity to Seller; (e) Seller has paid all federal, state and local taxes owing through and including the date of execution of the Agreement, or has made or will make adequate provisions thereof; (f) Seller is not now in arrears or in default to any present or former spouse for support, maintenance or similar obligations nor is Seller indebted to any child for any child support or similar payment; (g) The Assigned Payments, am not subject to any lien by any governmental agency to which benefits such as student loans, food stamp benefits or low income energy assistance benefits are owed; (h) Seller has never been known by any name(s) other than those set forth herein; (i) Seller's tax identification number is as set out in the Terms Rider; (j} The description of the Assigned Payments set forth in the Terms Rider is true and correct; (k) Seller has been independently advised and represented by counsel of choice throughout the negotiation of the Agreement or has knowing waived such advice. Seller has relied solely on the advice of Seller's counsel and other advisors with respect to the legal, tax and financial implications of this transaction and has not relied on Buyer's advice or the advice of Buyer's advisors and/or counsel; (1) Seller wishes to obtain "upfront" cash rather than wait for a series of smaller scheduled payments' in the firture. Seller has considered other means of raising cash but after weighing options has determined that selling the Assigned Payments to Buyer would be in the best interest of the Seller; (m) Seller has not previously assigned, pledged or otherwise encumbered any portion of the Assigned Payments; (n) Seller has never voluntarily filed for bankruptcy or been subject to an involuntary bankruptcy proceeding or if so, has had such bankruptcy proceedings discharged or dismissed; (o) Seller has not entered into this transaction for the purpose of evading creditors; (p) Seller shall immediately advise Buyer in writing in the event Seller changes his address of residency; 6 of 11 Initials (q) Seller is an adult of sound mind, not acting under duress or the influence of alcohol or other drugs; and (r) The facts set forth by Seller in the Agreement and all Schedules attached hereto are true and complete and do not omit to disclose anything as a result of which those statements are incomplete, false or misleading. 2.4 Indemnification. Seller agrees to hold harmless, defend and indemnify Buyer against all claims, losses, damages or expenses, including attorney fees, which Buyer might incur as a result of any breach or failure of any representation or warranty contained in Section 2.3 hereof or as a result of any breach of any term or provision of the Agreement. SECTION THREE DEFAULT, 3.1 Default by Buyer. In the event that Buyer shall fail to perform or observe any covenant or agreement to be performed or observed by it under the Agreement in a timely manner, Seller may at its option, and in addition to any other remedies available to it in law (including the UCC) or equity, declare Buyer to be in default under the Agreement by written notice to such effect given to Buyer and, at any time thereafter, Seller may declare the Agreement to be at an end. 3.2 Default by Seller. In the event that Seller shall fail to perform, observe, or honor any covenant or agreement in a timely manner or be in breach of any representation or warranty hereunder, Buyer may at its option, and in addition to any other remedies available to it in law (including the UCC) or equity, declare Seller to be in default under the Agreement by written notice to such effect given to Seller and, at any time thereafter, Buyer may declare the Agreement to be at an end. 3.3 Statutor xggoon. Notwithstanding anything else contained in this Section 3, in the event that the transfer of the Assigned Payment fails to satisfy the conditions set forth in Title 40 of the Pennsylvania Statutes, or any amendments thereto, the Seller shall not incur any penalty or other liability to Buyer. 3.4 Remedies. Buyer may, in addition to any other remedies provided herein or at law, bring action at law or equity to exercise any one or more of the following remedies: (i) enforce performance of the defaulted provision, (ii) recover damages for breach thereof, along with its attorney fees and disbursements and other expenses of enforcing its rights hereunder to the extent disclosed to Seller in the Disclosure Statement. SECTION FOUR MISCELLANEOUS it f- - 7 of 11 Initials 4.1 Entire Agreement. The Agreement (together with the schedules attached hereto) represents the entire agreement between the parties and supersedes and cancels any prior negotiations, oral or written agreements, letter or intent or understanding related to the subject matter hereof. 4.2 CounWpgrts. The Agreement may be executed in several counterparts, and all so executed shall constitute on agreement, binding on both of the parties hereto, even though booth parties are not signatories to the original or the same counterpart. Any counterpart of the Agreement that has attached to it separate signature pages, which altogether contain the signatures of both of the parties hereto, shall for all purposes be deemed a fully executed instrument. Each party to the Agreement agrees that (i) it/he will be bound by its own telecopied signature, (ii) it/he accepts the telecopied signature of the other parties to the Agreement and (iii) itthe will promptly deliver an original signature page to the other party. 4.3 Amendments. No provision of the Agreement may be amended, modified or waived except by written agreement duly executed by each of the parties hereto. 4.4 No Rule of Construction. The parties acknowledge that the Agreement was initially prepared by Buyer but Seller and Buyer have read and fully negotiated all of the language used herein. The parties acknowledge and agree that because Seller and Buyer participated in negotiating and drafting the Agreement, no rule of construction shall apply to the Agreement which construes any language, whether ambiguous, unclear, or otherwise, in favor of or against either Seller or Buyer. 4.5 Severability. Wherever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any such provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Agreement 4.6 Waiver. The waiver or modification by a party of performance or breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent or other performance or breach thereof. 4.7 Survival of Obii 'ons. The representations, warranties, agreements, acknowledgments, waivers and disclaimers made or contained in the Agreement shall not merge in but survive the Closing Date and the consummation of the transaction contemplated by the Agreement, and shall remain in full force and effect until the expiration of any applicable statute of limitations. 4.8 Governing Law. The Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Pennsylvania and U.S. Federal law to the extent applicable. In the event of a dispute, the parties agree to attorn to the courts in the State of the Seller's domicile. The domicile state of the Seller is the proper venue to bring any cause of action arising out of the Agreement. 8 of 11 Initials 4.9 Headings. Section headings herein are used for convenience only and shall not otherwise affect the provision of the Agreement nor the interpretation hereof. 4.10 Assignment. Buyer may, on written notice to Seller at any time prior to the Closing Date or thereafter assign the Agreement to Buyer's successors or assigns provided that Buyer shall remain liable to Seller for all of Bayer's obligations hereunder. Seller shall not assign any of its rights or obligations under the Agreement. 4.11 Expenses. Except as otherwise expressly stated in the Agreement, each party shall be responsible for paying its own fees and expenses (including attorney's fees) incurred in the negotiation of the Agreement and the documentation contemplated hereby and the closing of the within transaction. 4.12 Legal Fees_ In the event that a dispute arises between the parties that results in litigation including any appeals, the prevailing party shall be entitled to be fully reimbursed by the unsuccessful party for its/his legal costs and other expenses including attorney's fees on a solicitor and client scale in addition to any award: granted. 4.13 Waiver of Jury Trial. Both parties to the Agreement hereby waive the right to trial by jury in any action or proceeding instituted with respect to the Agreement. 4.14 Notices. All notices, consents, requests, instructions, approvals and other communications (hereinafter collectively called "Communications") provided for in the Agreement or given or made in connection with the transaction hereby contemplated shall be given, made or served in writing and shall be delivered by hand (which shall include courier delivery) or by facsimile transmission as follows: (a) if to Seller, to the Seller's Notice Address as set out in the Terms Rider. (b) if to Buyer: c/o Clematis Funding, LLC 14225 Ventura Blvd, Suite 100 Sherman Oaks, CAA 91423 Attention: Mr. Robert Shapiro Fax No: 866-452-4499 Or such other address or fax number as either party may from time to time notify the other in accordance with this Section 4.14. All Communications made or given by delivery in accordance with the foregoing shall be conclusively deemed to have been given at the time of actual delivery thereof or, if made or given by facsimile hams mission in accordance with the foregoing, shall be conclusively deemed to have been given at the time of transmittal. 4.15 Right of First ReAnW. In consideration for the time and expense incurred by Buyer in preparing these and related documents and conducting investigations relating to the 9of11 Initials Seller and Annuity and subject to Seller's obligation to convey to Buyer the Assigned Payments for the Purchase Price specified herein Seller agrees that for 60 months following the date hereof Seller shall not sell, assign, borrow against, pledge, or otherwise encumber any one or more of the Annuity payments without first (i) obtaining a written offer or proposal containing all material terms ("Offer"); (ii) giving Buyer a copy of the written Offer and if, within thirty (30) days of receiving a copy of the Offer, Buyer informs Seller that it elects to match the terms of the Offer, then Seller shall be obligated to execute all documents necessary to consummate such transaction with Buyer on those terms. Seller grants 'Buyer a security interest in all of seller's Annuity payments to the extent of Buyer's right of fast refusal contained herein. The foregoing right of first refusal shall survive the exercise of any right of cancellation or rescission that Seiler or Buyer may have under the Agreement or applicable law. 4.16 Further Acts. Seller shall do, make, execute, and deliver any and all such additional and further acts, assignments, assurances, and instruments as Buyer or Buyer's assigns may reasonably request for the purpose of completely vesting in Buyer or its Assigns, as the case may be, the rights assigned hereunder. 4.11 UCC Definition. As used in this Agreement, "UCC" shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the state where Seller resides (the "State"); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Buyer's security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State, the term "UCC" shall mean the Uniform Commercial code in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment„ perfection or priority and for purposes of definitions related to such provisions. IN WITNESS WHEREOF the parties have executed the Agreement as of the date first above written. CLEMATIS FUNDING, LLC By: '°' Name: James A. Klohn Title: Vice President SELLER IiAitha K. Eger A u, 10 of 11 Initials SCHEDULE "A" Name of Seller: Tabitha K. Eger Seller's current address / Notice Address: 143 Red Tank Road, Boiling Springs, PA 17007 Seller's immediate prior address: Seller's social security number: Seller's tax identification number (if different from above): Seller's spouse's name: Seller's dependents' names and respective ages: Contingent Payee/Beneficiary: Name of Annuity Holder: Annuity Policy Number: Date of Annuity Policy: Payments Being Assigned: Purchase Price: SELLER: .? .- witness: T itha K. Eger CLEMATIS FUNDING, LLC Per: Name: James A. Klohn Title: Vice President te. Initials 11 of 11 Please complete where indicated and sign TERMS RIDER TO STRUCTURED SETTLEMENT ANNUITY SALE AND ASSIGNMENT AGREEMENT Name of Seller: Seller's current address / Notice Address: Seller's social security number: Seller's spouse's name: Tabitha K. Eger 143 Red Tank Road, Boiling Springs, PA 17007 SO 9 A14 Seller's dependents' names and respective ages: nlr9 Name of Annuity Issuer: Name of Annuity Owner: Annuity Policy Number: ?aAasArnEP- rur r p EGod TAgzrW4 K• EGF-Q 850y0IT002Z Date of Annuity Policy: 131 1985 Payments Being Assigned: 1 lump sum payment of $80,000.00 due and payable January 21, 2015 Purchase Price: $51,520.48 SELLER: itha K. Eger Clematis Funding, LLC Per: 4-?a Name: James A. Klohn Title: Vice President EXHIBIT B DISCLOSURE STATEMENT PENNSYLVANIA DATE RECEIVED: OCTOBER 13, 2011 PAYEE: TABITHA K. EGER This Disclosure Statement is being provided by Clematis Funding, LLC ("Clematis" or "Us") to Tabitha K. Eger, ("Payee" or "You") in connection with Payee's agreement to transfer and assign to Clematis certain structured settlement payment rights due Payee. 1. Schedule of Payments Transferred. The Payee intends to assign, transfer or sell to Clematis all of Payee's rights, title and interest in the following payments: 1 lump sum payment of $80,000.00 due and payable January 21, 2015 2. Aaareaate Amount of Payments Transferred. The aggregate amount of payments to be transferred to Clematis totals $80,000.00. 3. Discounted Present Value. The discounted present value of the aggregate payments transferred at 1.4% is $76,420.15. The discounted present value is the calculation of current value of the transferred structured settlement payments under federal standards for valuing annuities. THIS IS NOT THE RATE USED TO CALCULATE THE PURCHASE PRICE. 4. Calculation of Discounted Present Value. The discounted present value of payments shall be calculated as follows: The applicable federal rate used in calculating the discounted present value is 1.4%. 5. Gross Amount Payable. In exchange for these payments, the Payee will receive the gross amount of $51,520.48. Funding will not occur until everything necessary under the Structured Settlement Annuity Sale and Assignment Agreement has taken place. 6. Fees and Expenses. The Payee will be responsible for the following approximate commissions, charges, fees, expenses, and costs in connection with the closing of this transaction: Legal Fees - $ 0.00 Processing Fees - $ 0.00 7. Net Amount Payable. The net amount payable to Payee after the deduction of all commissions, fees, costs, expenses and charges described in paragraph 6 of this disclosure is $51,520.48. 8. uotient. The net amount that you will receive from us in exchange for your future structured settlement payments represents 67.4% of the estimated current value of the payments based upon the discounted value using the applicable federal rate. The quotient is 67.4%. 9. Effective Annual Interest Rate: Based on the net amount that you receive from us and the amounts and timing of the structured settlement payments that you are selling to us, you will, in effect, be paying interest to us at a rate of 13.69% per year. 10. Penalty In The Event Of Breach Of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties), payable to Clematis, by the Payee in the event of the Payee's breach of the transfer agreement are NONE. 11. Independent Professional Advice. The Payee understands that Payee should consult with Payee's own attorney, certified public accountant, actuary, or other professional adviser concerning the legal, tax, and financial implications of a transfer of structured settlement payment rights, including the federal and state income tax consequences of a transfer if he/she or the Settlement Obligor/Issuer is domiciled in a State that requires the payee to receive such consultation. I have read and understand everything set forth in this Disclosure Statement. AM?ax a)C. Ta tha K. Eger [The remainder of this page intentionally left blank] 2 DISCLOSURE STATEMENT IOWA DATE RECEIVED: OCTOBER 13, 2011 PAYEE: TABITHA K. EGER This Disclosure Statement is being provided by Clematis Funding, LLC ("Clematis" or "Us") to Tabitha K. Eger, ("Payee" or "You") in connection with Payee's agreement to transfer and assign to Clematis certain structured settlement payment rights due Payee. 1. Schedule of Payments Transferred. The Payee intends to assign, transfer or sell to Clematis all of Payee's rights, title and interest in the following payments: 1 lump sum payment of $80,000.00 due and payable January 21, 2015 2. Aggregate Amount of Payments Transferred. The aggregate amount of payments to be transferred to Clematis totals $80,000.00. 3. Discounted Present Value. The discounted present value of the aggregate payments transferred at 1.4% is $76,420.15. The discounted present value is the calculation of current value of the transferred structured settlement payments under federal standards for valuing annuities. THIS IS NOT THE RATE USED TO CALCULATE THE PURCHASE PRICE. 4. Calculation of Discounted Present Value. The discounted present value of payments shall be calculated as follows: The applicable federal rate used in calculating the discounted present value is 1.4%. 5. Gross Amount Payable. In exchange for these payments, the Payee will receive the gross amount of $51,520.48. Funding will not occur until everything necessary under the Structured Settlement Annuity Sale and Assignment Agreement has taken place. 6. Fees and Ex eeuses. The Payee will be responsible for the following approximate commissions, charges, fees, expenses, and costs in connection with the closing of this transaction: Legal Fees - $ 0.00 Processing Fees - $ 0.00 7. Net Amount Payable. The net amount payable to Payee after the deduction of all commissions, fees, costs, expenses and charges described in paragraph 6 of this disclosure is $51,520.48. 8. Penalty In The Event Of Breach Of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties), payable to Clematis, by the Payee in the event of the Payee's breach of the transfer agreement are NONE. 9. Independent Professional Advice. The Payee understands that Payee should consult with Payee's own attorney, certified public accountant, actuary, or other professional adviser concerning the legal, tax, and financial implications of a transfer of structured settlement payment rights, including the federal and state income tax consequences of a transfer if helshe or the Settlement Obligor/Issuer is domiciled in a State that requires the payee to receive such consultation. I have read and understand everything set forth in this Disclosure Statement. t ___. _ itha K. Eger [lbe remainder of this page intentionally left blank] 2 DISCLOSURE STATEMENT KENTUCKY DATE RECEIVED: OCTOBER 13, 2011 PAYEE: TABITHA K. EGER This Disclosure Statement is being provided by Clematis Funding, LLC ("Clematis" or "Us") to Tabitha K. Eger, ("Payee" or "You") in connection with Payee's agreement to transfer and assign to Clematis certain structured settlement payment rights due Payee. 1. Schedule of Payments Transferred. The Payee intends to assign, transfer or sell to Clematis all of Payee's rights, title and interest in the following payments: 1 lump sum payment of $80,000.00 due and payable January 21, 2015 2. Aureeate Amount of Payments Transferred. The aggregate amount of payments to be transferred to Clematis totals $80,000.00. 3. Discounted Present Value. The discounted present value of the aggregate payments transferred at 1.4% is $76,420.15. The discounted present value is the calculation of current value of the transferred structured settlement payments under federal standards for valuing annuities. THIS IS NOT THE RATE USED TO CALCULATE THE PURCHASE PRICE. 4. Calculation of Discounted Present Value. The discounted present value of payments shall be calculated as follows: The applicable federal rate used in calculating the discounted present value is 1.4%. 5. Gross Amount Payable. In exchange for these payments, the Payee will receive the gross amount of $51,520.48. Funding will not occur until everything necessary under the Structured Settlement Annuity Sale and Assignment Agreement has taken place. 6. Fees and Expenses. The Payee will be responsible for the following approximate commissions, charges, fees, expenses, and costs in connection with the closing of this transaction: Legal Fees - $ 0.00 Processing Fees - $ 0.00 7. Net Amount Payable. The net amount payable to Payee after the deduction of all commissions, fees, costs, expenses and charges described in paragraph 6 of this disclosure is $51,520.48. 8. Penalty In The Event Of Breach Of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties), payable to Clematis, by the Payee in the event of the Payee's breach of the transfer agreement are NONE. 9. Independent Professional Advice. The Payee understands that Payee should consult with Payee's own attorney, certified public accountant, actuary, or other professional adviser concerning the legal, tax, and financial implications of a transfer of structured settlement payment rights, including the federal and state income tax consequences of a transfer if he/she or the Settlement Obligor/Issuer is domiciled in a State that requires the payee to receive such consultation. I have read and understand everything set forth in this Disclosure Statement. ? Y itha K. Eger [The remainder of this page intentionally left blank] 2 EXHIBIT C Notice (FA) PAYEE: Tabitha K. Eger IMPORTANT NOTICE: You are strongly urged to consult with an attorney who can advise you of the potential tax consequences of this transaction. itha K. Eger [The remainder of this page intentionally left blank] 3 EXHIBIT D Please omplete and sign. STATEMENT OF PROFESSIONAL REPRESENTATION I HAVE BEEN ADVISED BY CLEMATIS FUNDING, LLC, THAT I SHOULD OBTAIN INDEPENDENT PROFESSIONAL REPRESENTATION CONCERNING THE LEGAL, TAX AND FINANCIAL IMPLICATIONS OF THIS TRANSACTION, BUT I FULLY UNDERSTAND THE AGREEMENT AND THE EFFECTS OF THE TRANSACTION AND I DO NOT WISH TO SEEK OUT SUCH INDEPENDENT PROFESSIONAL REPRESENTATION. ?Iu ? I HAVE OBTAINED INDEPENDENT REPRESENTATION & I FULLY UNDERSTAND THE LEGAL, TAX AND FINANCIAL IMPLICATIONS OF THE TRANSACTION STIPULATED IN THE STRUCTURED SETTLEMENT ANNUITY SALE AND ASSIGNMENT AGREEMENT AND THE RELATED DOCUMENTS. THE NAME OF MY PROFESSIONAL ADVISOR IS SET FORTH BELOW: To Be Completed By Certified Professional Advisor Name of Professional: Type of Professional: Phone Number: (-j ? Attorney Address: ? Certified Public Accountant ? Certified Financial Advisor Designation: have provided independent professional advice to Tablthe K Eger in respect of the Sale and Assignment igreement with Clematis Funding, LLC and the bansedion contemplated thereby. Professional's Signature Date Acknowledged by: Itha K. Eger EXHIBIT E IN THE COURT OF COMMON PLEAS OF COUNTY, PENNSYLVANIA PETITION OF CLEMATIS ) FUNDING, LLC ) No. TRANSFER STRUCTURED ) SETTLEMENT PAYMENT RIGHTS ) PAYEE'S AFFIDAVIT IN SUPPORT OF PETITION TO TRANSFER STRUCTURED SETTLEMENT PAYMENT RIGHTS I, Tabitha K. Eger, the payee, verify that the statements below are true and correct. 1. 2. 3. Payee's name, address and age: 'faB=TL1 A Y,. E GEF- ( AGE. LAO ?y3 g?,mj_-gC -c -700r, Marital Status: X Never Married; Married; Separated; Divorced If married or separated, name of spouse: Minor children and other dependents: Names, ages, and places of residence: 1 4 4. Income: (a) Payee's monthly income and sources: ._X. 1 LI,0d000 WAGES - ggum ealsEm9dr FoK FxprwsEs (6A5) (b) If presently married, spouse's monthly income and sources: 5. Child support, alimony or alimony pendente lite: Obligation to pay: Yes X No. If yes, state the amount of the obligation, to whom payable, and whether there are arrearages: 6. Previous transfers: Have you previously filed a petition to transfer payment rights under the structured settlement that is the subject of this petition? Yes X No If yes, for each petition that you filed, (a) If the transfer was submitted for court approval, list the court, the case caption and case number, and state whether the court approved or disapproved the transfer: (b) If the transfer was approved, (i) State the name of the transferee and identify (listing due dates and payment amount(s)) the payments involved in the transfer: (c) Have you ever transferred payments without court approval? If so, please explain: 7. Reasons for transfer: Describe in detail your reasons for the proposed transfer, including an explanation as to why a sale of a lesser amount of the structured settlement amount will not better serve your interests: PA ? o FF Hr6 N ??Ir12?51?1GF? C' DS7 Cpg p.> 8. Payment of debts: If you seek the transfer in order to pay debts, list each debt, including the name of the creditor and the amount presently owed: Debt A01M UVEgA tIES G'R.?DZT C qsz b Creditor GE Moge-4 bft,41 U NSE. PAgE1-h's Amount Owed $ 1q,g0®,OO $ 1I , Soo.OQ $ S,900-00 ? 3, o00 .oo 3,000.00 `t " SEAp.S TA KGEr P u ro ?P?o ?41J CV-) zEnl s 1-1 E? ?rH ?r.?su?aUC? gkL400 DO MwJ CREDj r CARD ySgC, 5) 21L?I00 .00 :3 'Z1000 .00 ¦ 1 Verification I verify that the statements made in this affidavit are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unworn falsifications to authorities. DATE: 0 13 2D I I Si ture EXHIBIT F t ti TABITHA EGER 143 Red Tank Road Boiling Springs PA 17007 (717) 486-6775 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 215 South Broad Street, Suite 700 Philadelphia, PA 19107 (215) 972-5520 Attorney for Joint Petitioner Clematis Funding, LLC COURT OF COMMON PLEAS IN RE: TRANSFER OF STRUCTURED CUMBERLAND COUNTY SETTLEMENT PAYMENT RIGHTS BY TABITHA EGER No. NOTICE OF ASSIGNMENT Transferor: Transferee: Annuity Owner: Annuity Issuer: Annuity Number: Tabitha Eger Clematis Funding, LLC 14255 Ventura Boulevard Sherman Oaks, CA 91423 Transamerica Annuity Service Corporation Transamerica Life Insurance Company 850401 TO02Z Pursuant to Section 4003 of the Pennsylvania Structured Settlement Protection Act, 40 P.S. § 4001 et sec. (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: • $80,000.00, payable on January 21, 2015 The Transferee's taxpayer identification number is 45-3368593. e Neither the Annuity Issuer nor the Annuity Owner is being asked to honor the transfer at this time. Pursuant to the Pennsylvania Structured Settlement Protection Act, the Transferee and Transferor will be seeking court approval of the transfer in the Court of Common Pleas of the County in which the Annuitant resides and will provide both the Annuity Owner and the Annuity Issuer with a copy of the court's order. While neither the Annuity Issuer nor Annuity Owner is required to appear or participate in the court approval proceedings, the Annuity Issuer and Annuity Owner are entitled, under the Act, to support, oppose, or otherwise respond to the Petition, either in person or by counsel, or by submitting written comments to the court or by participating in the hearing. Any such written comments or objections must be filed with the Court and served upon the undersigned counsel for Petitioners within twenty (20) calendar days from the date of this Notice. Under Section 4004 of the Act, upon entry of an order by the court approving the transaction, the Annuity Issuer and Annuity Owner will both be released from all liability for making the payments which are the subject of the assignment to all parties except the Transferee. The form of order submitted to the court will also provide that nothing in the order shall be interpreted to negate, impair or modify the ownership or control over the annuity contract by the Annuity Owner or Annuity Issuer. GREEN, SILVERSTEIN & GROFF, LLC Michael A. Green Attorney for Petitioner Clematis Funding, LLC • • CERTIFICATE OF SERVICE I, MICHAEL A. GREEN, certify that I caused to be served a true and correct r copy of the foregoing Notice of Assignment this day of P &,x_KJ&.,; 2011 via certified mail, return receipt requested, upon the following: Tabitha Eger 143 Red Tank Rd, Boiling Springs PA 17007 Transamerica Annuity Service Corporation 4333 Edgewood Rd. Cedar Rapids, IA 52499 Transamerica Life Insurance Company 4333 Edgewood Rd. Cedar Rapids, IA 52499 Kt kL A, MICHAEL A. GREEN k,. 3 TABITHA EGER 143 Red Tank Road Boiling Springs PA 17007 (717) 486-6775 Joint Petitioner, pro se GREEN, SILVERSTEIN & GROFF, LLC By: Michael A. Green, Esquire I.D. No. 73450 Joshua D. Groff, Esquire I.D. No. 86191 215 South Broad Street, Suite 700 Philadelphia, PA 19107 (215) 972-5520 Attorney for Joint Petitioner Clematis Funding, LLC 12 FEB -6 N 10: C,0 CUMBERLAND CUB 1 T PENNSYLVANEN COURT OF COMMON PLEAS IN RE: TRANSFER OF STRUCTURED CUMBERLAND COUNTY SETTLEMENT PAYMENT RIGHTS BY TABITHA EGER ; No. 11-8498 FINAL ORDER OF COURT AND NOW, on this 0h b day of February, 2012, the parties have entered into a Stipulation of the Parties, a fully-executed copy of which is attached hereto as Exhibit A, and it is ordered that the Petition to Transfer of Structured Settlement Payment Rights is granted. The court specifically finds that: (1) the payee has established that the transfer is in the best interests of the payee or the payee's dependents, if any; (2) based on the certification by an attorney for the transferee, and the court having not been made aware of any statute, regulation or order that would be incompatible with the proposed transfer, the transfer will not contravene any applicable federal or state statute or regulation, or the order of any court or administrative authority; (3) the transfer complies with the remaining requirements of the Structured Settlement Protection Act, including Sections 3(a)(1), 3(a)(2), 3(a)(4), 3(a)(5) and 3(a)(6); (4) the payments that are to be transferred are designated as follows: • lump sum payment of $80,000.00 due on January 21, 2015; (5) the terms of this order shall survive the death of the payee and shall be binding on the payee's heirs, beneficiaries and assigns; (6) the payee shall receive from the transferee the amount of $51,520.48, from which no funds are owed for counsel fees, administrative fees, or other costs, fees or expenses. (7) this Order shall constitute a final "Qualified Order" within the meaning of 26 U5C § 5891. BY THE COURT: J. I al ?/ Copy any Pe,' '" al&ll A )&kL -2- EXHIBIT A STIPULATION OF THE PARTIES This stipulation of the parties ("Stipulation") is entered into as of this 6t' day of February, 2012, between Clematis Funding, LLC ("Transferee"), Nicholas C. Constas and Linda A. Constas (collectively referred to as "Assignee"), Tabitha Eger a/k/a Tabatha Eger a/k/a Tabatha K. Eger ("Payee"), Transamerica Annuity Service Corporation ("Structured Settlement Obligor"), as owner of the structured settlement annuity No. 850401TO02Z (the "Annuity") and Transamerica Life Insurance Company successor by merger with Transamerica Occidental Life Insurance Company ("Annuity Issuer"), as issuer of the Annuity (the Structured Settlement Obligor and Annuity Issuer are sometimes collectively referred to as the "Companies"). RECITALS WHEREAS, pursuant to 40 P.S. § 4001, et. seq. (the "Act"), this cause came before the Court upon the Petition for Transfer of Structured Settlement Rights (the "Petition"), filed by counsel for Transferee, for Court approval of a Transfer of Structured Settlement Payment Rights of the Payee to Transferee and subsequently to the Assignee; WHEREAS, the Companies have not objected to the proposed Transfer; WHEREAS, the proposed Transfer, after a notice, hearing and testimony by the Payee, either in person, by affidavit, or telephonically, shall be approved in a final court order or order of a responsible administrative authority (the "Court") based on express findings by such Court or responsible administrative authority (the "Order") (any capitalized terms not defined in this Stipulation shall have the meanings set forth in the Order); WHEREAS, unless otherwise defined herein, capitalized terms shall have the meanings - set forth in the Act or the Order, as may be applicable. STIPULATION OFT R PARTIES Page 1 of 6 NO. 11-8498 NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration, intending to be legally bound hereby, the parties hereto stipulate and agree to the following: 1. The Recitals are incorporated herein by reference and made a part of this Stipulation. 2. Payee and Transferee represent and warrant to the Court and Companies that: A. Transferee provided the Payee a written disclosure statement which meets all of the requirements prescribed by the Act. B. Prior to the date set by the Court for the scheduled hearing on the Petition filed under the Act, the Transferee filed with the Court and served on all Interested Parties a notice of the proposed transfer and the Petition for its authorization, which included all of the requirements of the Act. C. The Payee has been advised in writing by the Transferee to seek independent professional advice regarding the Transfer and has knowingly waived such advice in writing. D. The Payee has established that the Transfer is in the best interest of the Payee, taking into account the welfare and support of the Payee's Dependents, if any. E. The Transfer complies with the Act and does not contravene any applicable federal or statute or the order of any court or responsible administrative authority or other government authority. F. The Transfer Agreement does not authorize Transferee or any other party to confess judgment or consent to entry of judgment against Payee. G. Except as expressly provided for in this Stipulation, the Transferred Payment(s) are not subject to the claims of any person or entity. H. The Transferred Payment(s) being transferred have not been sold, pledged or alienated in any way and the Payee releases any-and all security interest that the Payee may have in the Transferred Payment(s). STIPLLATION OF THE PARTIES Page 2 of 6 NO. 11-8498 I. Payee has confirmed receipt of a disclosure statement, as evidenced by the Payee's signature on a copy of the disclosure statement. J. Payee is not required by a court order, judgment, or decree to pay child support or alimony. K. Payee has never filed or had filed against the Payee a petition in bankruptcy under the Federal Bankruptcy Code. 3. Upon entry of the Order, Transferee and Payee shall immediately thereafter be deemed to have assigned its right, title, and interest in the Transferred Payment(s) to Assignee. Assignee and Transferee acknowledge and agree to continue to be bound (i) by the terms of this Stipulation and Order and (ii) as to all representations, warranties, and agreements under the Stipulation and the Order. 4. The Transferee and Assignee successors and/or assigns shall, jointly and severally, defend, indemnify and hold harmless (collectively, the "Indemnity") the Companies from any claims, liability or damages, including, but not limited to, reasonable costs and attorneys' fees, arising from or in connection with (a) any disclosures made in or related to this Stipulation or Order; and (b) compliance by the Companies with this Stipulation and the Order. 5. Notwithstanding anything to the contrary elsewhere, disputes under the Transfer Agreement, including any claim that the Payee has breached the Transfer Agreement, shall be determined under the laws of this state, and neither the Transferee nor any other party is authorized to confess judgment or consent to entry of judgment against Payee. 6. Pursuant to the Act, the Structured Settlement Obligor and the Annuity Issuer are hereby discharged and immune from all liability to:,a) the Payee; b) anyone claiming through the Payee; and c) to any other person or entity, for i) the Transferred Payments and ii) for disclosures made in or related to the Transfer Agreement. Provided, however, that the Annuity Issuer remains liable to the Assignee for the Transferred Payments pursuant to the terms of this Order. STIPULATION OFT E P RT E4 Page 3 of 6 NO. 11-8498 7. Compliance with the requirements and fulfillment of the conditions set forth in the Act and applicable law shall be solely the responsibility of the Transferee and the Assignee in the Transfer of the Transferred Payment(s), and the Companies shall not bear any responsibility for, or any liability arising from, non-compliance with those requirements or failure to fulfill those requirements or conditions. Without limiting the foregoing, the Companies may rely on the entry of the Order in making the specified Transferred Payment(s). 8. The Companies are entering into this Stipulation strictly and solely in reliance upon the Court's approval and upon the representations, warranties and agreements of the Transferee, Assignee, and Payee and any other person or entity signing hereunder, and only for the purpose of reflecting that the Companies have no objection to its terms, if approved by the Court at the hearing set for this matter. Further, each of the parties acknowledges that each has had the opportunity to participate in the preparation of this Stipulation and the Order and, as such, no rule of construction shall apply which might construe this Stipulation and/or the Order in favor of or against any party hereto. 9. The Transferee, Assignee and Payee agree that the terms of this Stipulation and the Order are based exclusively upon the facts, representations, and circumstances of this particular case. Nothing in this Stipulation or in the Order shall preclude the Companies from contesting any other proposed transfer of Structured Settlement payment rights, whether on the basis of applicable law, service of process or otherwise. The Order is to be entered without prejudice to the rights of the Companies, and without findings regarding the enforceability of any non-assignment provision(s) contained in the Structured Settlement Agreement or related documents; provided, however, that the Transfer of the Transferred Payment(s) shall be valid and enforceable against the parties hereto and their successors and assigns. Neither this Stipulation, the Order or the Companies' lack of opposition to this matter, shall serve as precedent or STIPULATION OF THE P RTIES Page 4 of 6 NO. 11-8498 evidence in any way nor be cited in any matter (except in connection with enforcement of the terms of this Stipulation and the Order). This Stipulation and the Order shall not constitute an admission or acknowledgement by the parties that the Uniform Commercial Code does or does not apply to the transaction at issue. Nothing contained in this Stipulation or Order shall be deemed to afford the Payee or the Transferee or the Assignee any rights of ownership or control of the Annuity or shall otherwise affect the exclusive ownership and control of the Annuity by the Structured Settlement Obligor. 10. The Assignee requests that the Transferred Payment(s) be sent by the Companies to Nicholas C. Constas and Linda A. Constas at 67 Cobblestone Rd., Barnstable, MA 02630 or such other address as the Assignee, its successors and/or assigns may designate upon written notice to the Companies. Payee hereby consents to the Structured Settlement Obligor and Annuity Issuer making the Transferred Payment(s) payable to the Assignee or its successors and assigns. In no event shall the Companies be required to divide or split any of the Transferred Payment(s) between two or more transferees or assignees. Further, any such change of address or assignment by Transferee or Assignee of its rights to the Transferred Payment(s) shall in no way relieve the Transferee or the Assignee of their obligations hereunder. 11. The death of the Payee prior to the due date of the last Transferred Payment shall not affect the Transfer of the Transferred Payment(s) from the Payee to the Transferee, and the Payee understands that she is giving up her rights and any rights of her estate, and any rights of her heirs, successors and/or beneficiaries, to the Transferred Payment(s). 12. The Transferee shall also pay or cause to be paid a $750.00 administrative fee to the Annuity Issuer in connection with its review and processing of the Petition, regardless of whether the Order is approved by the Court. STIPULATION OF THE PARTIES Page 5 of 6 NO. 11-8498 13. This Stipulation is subject to approval by Order of the Court. Counsel for the Transferee shall mail certified copies of the Order, including any exhibits and this Stipulation to the interested parties. This Stipulation may be executed in any number of counterparts, each of which, when executed and delivered shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same. Signatures received by facsimile or telecopy shall be deemed originals. 14. The persons signing below on Page 7 of this Stipulation and Order represent and warrant that they have authority to execute this Stipulation. Such signatures shall be binding upon the parties, and shall inure to the benefit of the parties hereto, and their respective directors, shareholders, officers, agents, employees, servants, successors, heirs, executors, administrators, and assigns. IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized representatives. AGREED TO IN FORM AND SUBSTANCE: PAYEE, I ' Igbitha Eger a/k/a Tab Eger a/k/a Tabatha K. Eger TRANSFEREE, by its authorized representative, Name: Title: ASSIGNEE, by its authorized representative, Name: Title: The undersigned has no objections to the foregoing: ANNUITY ISSUER AND STRUCTURED SETTLEMENT OBLIGOR, by their authorized representative, ,0o; ? se? Sarah A. Zawada, Counsel Greg T. Slessor, Counsel Andrew W. Martin, Counsel Page 6 of 6 NO. 11-8498