HomeMy WebLinkAbout05-0880
ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATTSON & GREEN
Attorney J.D. #83485
1100 Township Line Road
Havertown, PA 19083
(610) 853-4400
RICHARD L. McGUIRE
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
INRE:
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PETITION TO APPROVE SALE AND PURCHASE OF STRUCTURED
SETTLEMENT PAYMENTS PURSUANT TO 40 P.S. SECTION 4003 et. seq.
AND NOW comes Petitioner, STRUCTURED SETTLEMENT INVESTMENTS, Ltd., by
and through their counsel, ROBERT J. DONOHUE, JR., ESQUIRE, who respectfully represents the
following:
1. Petitioner, STRUCTURED SETTLEMENT INVESTMENTS, Ltd. (hereinafter
"Transferee"), submits this Petition seeking approval for the transfer of structured settlement
payment rights pursuant to 40 P.S. S 4001.
2. Petitioner has been contacted by RICHARD L. McGUIRE, (hereinafter "Payee"), an
adult individual who resides at 6412 Carlisle Pike, Lot 110, Mechanicsburg, Cumberland County,
Pennsylvania 17050.
3. Payee is entitled to receive certain structured settlement annuity payments as a result
of a personal injury action related to an automobile accident and settled by a Release. A detailed list
of payments which Payee is entitled to receive is attached as Exhibit "A".
4. The settlement of the personal injury action was not approved by Court.
5. Payee intends to sell the right to receive a payment of $20,000.00 due on June 4,
2008, pursuant to the Purchase Agreement attached as Exhibit "B".
6. Payee is an employee ofOallagher Basset Services.
7. Payee has no dependents, as defined by the Pennsylvania Structured Settlement
Protection Act.
8. It is in the best interest of Payee to be authorized by this Court to enter into the
Purchase Agreement, as Payee intends to use the money as a down payment to purchase a house
since is planning to get married which would benefit Payee.
WHEREFORE, Payee respectfully requests this Honorable Court to Approve the Sale of
Payee's rights to receive structured settlement annuity payments to Structured Settlement
Investments, Ltd.
ROBERT 1. DONOHUE, JR., ESQUIRE
Attorney for Petitioner Structured
Settlement Investments, Ltd.
VERIFICATION
I, ROBERT J. DONOHUE, JR., ESQUIRE, being duly authorized by the Petitioner herein, do make
this Verification on the Petitioner's behalf; I do verifY that the facts set forth in the foregoing pleadings are
true and correct to the best of my knowledge, information and belief; I do further verifY that the information
contained in the aforesaid pleading was provided to me by the Plaintiff and I have reason to believe that the
aforesaid is true and correct; that as the authorized representative.
These statements are made pursuant to the penalties of 18 P A C.S. Section 4904 relating to unsworn
falsification to authorities.
DATED:
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EXHIBIT A TO PURCHASE AGREEMENT
1. DATE OF PURCHASE AGREEMENT: 12/3012004
2. PARTIES TO PURCHASE AGREEMENT:
A. Seller - Richard L. McGuire, 6412 Carlisle Pike Lot#1 10, Mechanicsburg, PA, 17050, SSN: 185-68-9147,
Phone: 717-796-6531
B. Purchaser -- Structured Settlement Investments, Ltd.
666 Fifth Avenue, #349
New York City, NY 10103
3. ANNUITY DOCUMENTS INFORMATION:
A. Annuity Issuer: Employers Life Insurance Company ofWausau
B. Annuity Owner: Nationwide Mutual Insurance Company
C. Annuity Policy#: 32 Cert. Number: 1532
D. Annuity Payments: As stated in the annuity contract (or similar document) set forth as Exhibit B to
this Agreement
4. PERIODIC PAYMENTS:
5. PURCHASE PRICE:
A payment of $20,000.00 due 06/04/2008.
$10,981.49
6. ALLOCATION OF PURCHASE PRICE: (set forth amount of our chase nrice allocated to each payment)
6/4/08
20,000.00
10,981.49
This Exhibit A is incOlporated into and made a part of the Purchase Agreement to which this Exlubit A is attached,
and the other Transaction Documents as if fully set forth and incorporated into said agreements, contracts, and documents,
at length. Seller acknowledges that it is his/her intent to assign, sell, transfer, and convey to Purchaser the Periodic
Payments descn"bed above. Seller acknowledges that the closing and funding of the Tnmsaction described herein and in
the Transaction Documents is expressly contingent upon entry of a Court Order, as described in section 5.5 of the Purchase
Agreement.
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PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated and effective as of 12/30/2004, is being entered
into by and between Structured Settlement Investments, Ltd. ("Purchaser"), located at 666 Fifth Avenue,
#349, New York City, NY, 10103, and Richard L. McGuire ("Seller") who currently resides at 6412 Carlisle
Pike Lot#llO, Mechanicsburg PA, 17050.
RECITALS
A Seller, or Seller's predecessor in interest, has previously entered into a settlement, release,
indemnity, compromise, andior other agreement or document, andior was subject to a court order,
judgment, or decree, in connection with the settlement of a lawsuit and/or personal injury or wrongful
death claim. The decree, order, judgment, release, settlement, indemnity, compromise andior other
agreement is set forth and described in more detail in Exhibit "A" attached hereto and, together with any
amendments, modifications, and revisions to same, shall hereafter be referred to in this Agreement as the
"Settlement Agreement." Pursuant to the Settlement Agreement, Seller is entitled to receive certain
periodic settlement paymente in the dollar amounts and on the dates set forth and described in the
Settlement Agreement. (The payments which are due and payable to Seller pursuant to the Settlement
Agreement shall hereafter be referred to as the "Settlement Payments").
B. Nationwide Mutual Insurance Company ("Settlement Obligor") agreed to make the Settlement
Payments to Seller under the terms of the Settlement Agreement andior assumed the obligation to make
the Settlement Payments due Seller pursuant to a qualified assignment andior other assignment,
assumption or similar agreement (the qualified assignment, assumption agreement, or similar agreement
or document is set forth and described in Exhibit "Ii' and shall hereafter be referred to as the "Qualified
Aesignment"). In order to fund its obligation to make the Settlement Payments, the Settlement Obligor
purchased andior caused to be issued an annuity (the "Annuity") by Employers Life Insurance Company of
Wausau (the "Annuity Issuer"). Nationwide Mutual Insurance Company (sometimes, referred to as the
"Annuity Owner") is the owner of the Annuity. (The Annuity is set forth and described in Exhibit B.) The
Annuity Issuer is obligated to make certain payments under the terms of the Annuity (the "Annuity
Payments"), in the amounts and on dates which correspond to the Settlement Payments. Seller is the
"Annuitant" or "Payee" named in the Annuity andior is the beneficiary of the original named
AnnuitantlPayee named in the Annuity or is otherwise entitled to receive the payments to be made,under
the terms of the Settlement Agreement, Qualified Assignment, and/or Annuity. Copies of the Settlement
Agreement, Qualified Assignment, and the Annuity (if available) andior a payment letter or other
documents which adequately and sufficiently describe and confirm, in the sole discretion of the Purchaser,
the payment obligations of the Settlement Obligor, Annuity Owner and/or Annuity Issuer have been
provided to the Purchaser. The Settlement Agreement, the Qualified Assignment, the Annuity, and any
agreements, releases, letters, assignments, judgments, orders, decrees and other documents which reflect
or evidence the Settlement Payments and the payment obligations ofthe Settlement Obligor, Annuity
Owner, and Annuity Issuer shall hereafter be collectively referred to as the "Settlement Documents."
C. Purchaser desires to purchase and acquire from the Seller, and the Seller desires to sell, assign,
transfer, and convey to Purchaser, all of Purchaser's right, title, and interest in and to, including the right
to receive, certain of the Settlement Payments and Annuity Payments, in the amounts and on the dates
due and payable to Seller, as set forth and described in Exhibit A. (The payments which are the subject of
this Agreement and which are to be sold, assigned, and transferred to Purchaser by Seller shall hereafter
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be referred to as the "Periodic Payments".) Purchaser and seller acknowledge that each Periodic Payment
represents a separate debt instrument and that the Purchase Price (as defined herein) represents the total
of all the purchase prices for all of the Periodic Payments transferred in the Transaction.
D. Ai> used herein, "Term" means the period beginning with the earlier ofthe Closing Date (as
hereinafter defined) or the dats of the first Periodic Payment and ending with the last Periodic Payment
which is the subject of this Agreement. The "Transaction" shall refer to the assignment of the Periodic
Payments by Seller to Purchaser, as set forth and described in this Agreement. The "Transaction
Documents" shall refer to this Agreement and any and all other agreements, applications, letters,
contracts, pleadings, affidavits, and other documents executed, signed, and/or submitted by the Seller in
connection with the Transaction. "Court Order" shall refer to the order or judgment rendered or to be
rendered in connection with the court approval of the Transaction in accordance with an applicable state
statute as provided in Section 5.5.
NOW, THEREFORE, in consideration of the mutual covenante, representations, warranties and
agreements contained in this Agreement and the other Transaction Documents, the receipt and sufficiency
,of which is acknowledged, and subject to the terms, conditions, provisions, and contingencies set forth in
this Agreement and in the other Transaction DocJUDents, the parties agree, covenant, and promise as
follows:
AGREEMENT
ARTICLE 1
PURCHASE AND SALE OF PERIODIC PAYMENTS
1.1 Purchase and Sale. Seller hereby sells, assigns, transfers, and conveys to the Purchaser, and
Purchaser purchases and acquires from Seller, the Periodic Payments. Seller makes such sale and
assignment of the Periodic Payments to Purchaser free and clear of any and all right, title, interest or
claim in or to the Periodic Payments or any lien, pledge, mortgage, security interest, or other encumbrance
of or in the Periodic Payments of any nature whatsoever (collectively the "Encumbrances").
1.2 Purchase Price. In return for the sale and assignment to Purchaser of Seller's right, title, and
interest in the Periodic Payments, and the other promises, covenants, and agreements of Seller set forth in
this Agreement, including the right of first refusal granted to Purchaser in Section 8.18 below, Purchaser
agrees to pay to Seller the amount set forth and described in Exhibit A as the "Purchase Price." Purchaser
and Seller agree that the Purchase Price will be allocated among the several Periodic Payments as set forth
.in Exhibit A under the heading "Allocation of Purchase Price." Purchaser will pay the Purchase Price to
Seller on the Closing Date (as defined in Section 2.3 hereo/).
1.3 Adiustment of Purchase Price; Advances. The Seller acknowledges and agrees that the
Purchase Price may be adjusted, if necessary, by subtracting an amount equal to the sum of (j) all Periodic
Payments received by Seller after the date of this Agreement until Closing; plus (;j) any payments and
advances made to Seller or made on behalf of Seller to a third party a or prior to Closing. Purchaser shall
not be obligated to make any advances to Seller or any payments to third parties on Seller's behalf prior to
PURCHASE AGREEMENT - Page 2 of 18
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Closing. Any advances and payments to third parties by Purchaser shall be made, if at all, in Purchaser's
sole and absolute discretion.
1.4 Manner of Pavment. The Seller may elect to have the Purchase Price paid by wire transfer to
such account or accounts of the Seller <maintained in Seller's name) that has been designated by Seller in
writing prior to the Closing, or by a check drawn on any deposit account maintained by the Purchaser.
ARTICLE 2
CLOSING
2.1 Closine: Defined, The closing of the Transaction described in this Agreement (the "Closing")
shall occur on a date designated by the Purchaser, which date shall be as soon as reasonably practicable
after entry of the Court Order and after the Purchaser, in its sole and absolute discretion, has determined
that all of the conditions and contingencies required by this Agreement and the other Transaction
Documents have been satisfied, have occurred, and/or have been performed and complied with, as the case
may be, and that no event or condition has occurred or exists that would require this Agreement to be
terminated. Seller agrees to cooperate with Purchaser and use Seller's best efforts to secure the Court
Order and close the Transaction in accordance with this Agreement.
2.2 Timine: of Closine:. The Seller and the Purchaser understand and agree that each of them
will be taking various actions necessary to satisfy, perform, and fulfill the conditions and contingencies
required to close this Transaction and that some conditions and contingencies are subject to various actions
that must be completed by persons or entities that are not parties to this Agreement (Le. entry of the Court
Order). It is not possible to predict the precise date on which Closing will occur and Purchaser makes no
representations regarding the specific dste of Closing.
2.3 Closine: Dste. The day on which funds representing the Purchase Price (adjusted, if necessary,
as provided in Section 1.2) are paid and delivered to the Seller shall be the "Closing Date." All events that
are to occur on the Closing Date shall, for all purposes, be deemed to occur simultaneously, except to the
extent that a specific order of occurrence is otherwise prescribed herein.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
In order to induce Purchaser to enter into this Agreement, pay the Purchase Price and purchase
the Periodic Payments, the Seller represents and warrants to the Purchaser as follows:
3.1 Authoritv and Enforceabilitv. The Seller has all requisite power and authority and has taken
all action necessary to execute and enter into this Agreement and each of the Transaction Documents, to
conclude the Transaction contemplated in this Agreement, and to perform the Seller's obligations under
this Agreement. This Agreement has been, and each of the Transaction Documents has been or will be by
Closing, duly executed and delivered by the Seller. This Agreement and each of the Transaction
Documents are legal, valid and binding obligations ofthe Seller enforceable against the Seller in
accordance with their terms.
3.2 No Breach or Default: No Violation of Law: No Consents. The execution and delivery by the
Seller of this Agreement and the Transaction Documents and the closing of the Transaction does not and
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will not: Q) constitute a breach of, or result in a default under, the Settlement Documents; (U) give rise to a
right of termination or cancellation under the Settlement Documents; or (U) breach or violate any existing
contract or agreement of the Seller or any obligation of the Seller under any court or administrative orders,
writs, judgments or decrees; (jii) violate any statute or regulation; or uv) except for the court approval
referenced in Section 5.5, require the consent, authorization, or approval of any other person, entity, court,
regulatory agency, administrative body, or any federal, state, local or other governmental agency or
authority.
3.3 The Settlement Documents. True and correct copies of the Settlement Documents have been,
or will be prior to Closing, provided and delivered to Purchaser. These copies of the Settlement Documents
are true and correct and include all amendments, supplements, addendums, or modifications to same and
have not been changed or altered in any way. None of the Settlement Documents are in default nor have
any of them been breached or violated by the parties to same.
3.4 Title to the Periodic Pavments. The Seller owns the Periodic Payments free and clear of any
Encumbrances. Except as specifically and expressly disclosed to Purchaser in writing prior to entering into
this Agreement, Seller has not previously sold, transferred, assigned, pledged, encumbered, mortgaged, or
granted a security interest in any of the Periodic Payments or any of the Settlement Payments. Except as
specifically and expressly disclosed to Purchaser in writing, none of the Periodic Payments or Settlement
Payments have ever been attached, levied, foreclosed upon, seized, restricted, or subjected to garnishment
or any other legal process or proceeding. Closing of the Transaction will vest in Purchaser good,
marketable and defensible title to the Periodic Payments, free and clear of any and all Encumbrances and
shall divest Seller of all right, title, interest, claim, and demand, either at law or in equity, in and to the
Periodic Payments.
3.5 Canacitv; Marital Status; Proof of Identification. Seller has furnished to Purchaser true,
correct and complete documents concerning any prior divorce, annulment, marital separation, marriage,
premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for benefit of creditors,
or other legal proceeding affecting Seller's capacity or ability to enter into or close this Transaction or to
transfer or convey title to the Periodic Payments. The true, current marital status of the Seller is setforth
in the Due Diligence Disclosure Form executed in connection with this Transaction and the full, true, and
correct name and mailing address of Seller's spouse, if any, is also set forth in the Due Diligence Disclosure
Form. If Seller has been divorced or if any of Seller's marriages have been annulled prior to the date of
this Agreement, Seller has provided to the Purchaser a true, correct, complete and legible copy of the
Seller's prior divorce or annulment decree(s) and related property settlement/division documents and
agreements. Seller shall provide true and accurate copies of Seller's driver's license and/or government
issued In card and Seller's social security identification card or other evidence of Seller's social security
number acceptable to Purchaser in its sole and absolute discretion. Seller shall also provide to Purchaser,
if requested by Purchaser, a copy of a check stub or bank record evidencing Seller's receipt of or a direct
deposit of a recent Periodic Payment or Settlement Payment, which shall match and/or correspond to the
Settlement Documents.
3.6 No Jud=ents or Actions. Other than those specifically and expressly disclosed to Purchaser
by Seller in writing, there are no unsatisfied, outstanding judgments or liens against Seller and there is no
action, suit, or proceeding pending or threatened against or affecting the Seller or the Seller's assets,
including, without limitation, the Periodic Payments or the Settlement Payments. The Seller has received
no notice (whether oral or written) that any such proceeding is pending or contemplated.
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3.7 No Brokers. Except as specifically disclosed by the Seller in writing, no broker, agent or finder
has acted in connection with this Agreement or the transactions contemplated by this Agreement and no
brokerage, sales, or other commission or finder's fee shall be earned, dus or payable to any person by the
Purchaser in connection with the Transaction.
3.8 Consultation with Advisors; Seller's Creditors. Seller has been advised by the Purchaser to
consult with the Seller's financial, accounting, tax and legal advisors in connection with the Transaction
and has either (i) consulted with such advisors or (;j) has had the opportunity to do so and has knowingly
and voluntarily chosen not to seek such advice. The execution and delivery of this Agreement and the
other Transaction Documents by the Seller and the consummation of the Transaction have not been
concealed from, and will not hinder, delay, or defraud any creditor ofthe Seller. To the extent that Seller
was required by applicable law to receive, or to the extent that Seller has received, independent
professional advice regarding this Transaction, the person or person with whom Seller consulted has been
identified by Seller to Purchaser in writing.
3.9 Full Disclosure; No Adverse Facts. The representations and warranties of the Seller in this
Agreement and in the other Transaction Documente and the information furnished to the Purchaser and
its representatives in connection with the Transaction do not, and will not at Closing, include any untrue
or misleading statement of fact. Seller is not aware of any fact or matter which might (;) diminish the
value of the Periodic Payments or the rights and benefits of the Purchaser to be acquired under this
Agreement; or (U) impair or delay the Purchaser's ability to receive and collect the Periodic Payments.
3.10 Due Diligence Disclosure Form. Beneficiaries. and Deuendents. Seller has completed, signed,
and delivered to Purchaser a Due Diligence Disclosure Form in connection with the Transaction. All of the
information stated in the Due Diligence Disclosure Form is true and correct as of the date of this
Agreement and shall be true and correct at Closing. Seller has disclosed to Purchaser the true and correct
identity and age of Seller's spouse and all of hislher minor children and other dependents. Seller has
disclosed to Purchaser the true and correct identity of any beneficiary or other person designated by Seller
to receive the Settlement Payments and/or Annuity Payments following the death of Seller.
3.11 Prior or Pendine Insolvencv or Bankruotcv Proceedines. or Other Leeal Proceedines. Except
as set forth in the Due Diligence Disclosure Form, Seller has not been a party to any bankruptcy,
reorganization, receivership, insolvency, or similar proceeding. If Seller has been a party to any such
proceeding, 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.
3.12 Other Oblieations. Other than those obligations specifically and expressly disclosed to
Purchaser by Seller in writing, Seller is not in default on any obligation for child support or alimony or for
the payment of state, federal, or local taxes, inclu,ding federal income taxes.
3.13 Other Attemots to Assim; Cessation of Other Negotiations; Exclusivitv; Third Party Fee.
(a) Except as specifically and expressly disclosed to Purchaser in writing in connection with this
Transaction. Seller has not, and has not attempted to, sell, assign, transfer, or convey any of the
Settlement Payments to any other person or entity, nor has Seller attempted to pledge, encumber or
mortgage the Settlement Payments with or to any other person or entity. To the extent that Seller has
previously had discussions or negotiations with other persons or entities regarding the possible sale,
assignment, transfer. mortgage, encumbrance, pledge or other conveyance of the Settlement Payments,
Seller hereby represents and warrants that all such discussions or negotiations have ceased and any and
all contracts, agreements, letters of intent and other documents relative to said discussions and/or
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negotiations have been cancelled, terminated, and rescinded. Upon signing this Agreement, Seller shall
deal exclusively with Purchaser regarding the Settlement Payments.
(b) Seller understands, acknowledges, and stipulates that in entering into this Agreement,
Purchaser is relying upon Seller's representation and covenant that Seller shall deal exclusively with
Purchaser regarding the Settlement Payments and the transaction described in this Agreement. Seller
also understands and acknowledges that Purchaser, upon execution of this agreement, will incur
substantial costs in time and expenses, in an attempt to continue and finalize its due diligence
requirements, and to secure Court Approval of the agreed upon transaction. Amongst other things, upon
execution of this agreement, Purchaser shall immediately initiate proceedings in Court to secure Court
approval ofthe transaction as contemplated in paragraph 5.5. Purchaser may make advances to Seller of a
portion of the Purchase Price (but shall have no obligation to do so under this Agreement) pending
approval of the transaction by way of the Court Order and closing of the transaction as contemplated
herein and shall incur costs and fees in connection with seeking the Court Order. Purchaser and Seller
shall use their best efforts to secure the Court Order and close the transaction. In consideration for
Purchaser's promises and covenants in this Agreement and in return for Purchaser's promise to promptly
initiate proceedings to secure the Court Order, Seller agrees and promises to pay Purchaser a third party
transaction fee of $2,625.00 (the "Third Party Fee"), on or before the day that Seller receives proceeds from
Third Party, should Seller desire to pursue an agreement or contract with such a third party relative to a
sale, assignment, transfer, conveyance, or encumbrance of all or a portion ofthe Settlement Payments (a
"Third Party Transaction") after Seller signs this Agreement. Seller agrees and acknowledges that any
Third Party Fee is reasonable and proper in order to compensate Purchaser for its costs and expenses and
is not in the nature of a Penalty. To the extent that any of the Third Party Fee is deemed to be a penalty,
Seller expressly agrees that those charges not so deemed a penalty are enforceable. Pursuant to section 7.2
ofthis agreement, Seller may cancel this Agreement, with no fee. Notwithstsnding section 7.2 however,
Seller agrees to pay Purchaser said Third Party Fee in the event that Seller enters into an agreement or
contract with a Third Party relative to the Settlement Payments. The parties hereby agree that within
eighteen (18) months from the date this Agreement becomes effective, for purposes of enforcing this
paragraph 3.13 regarding exclusivity and the Third Party Fee, that it shall be presumed that Seller has
entered into a Third Party Transaction should Seller enter into a contract with a third party within
eighteen (18) months after Seller cancels this Agreement.
(c) Seller agrees that in the event that a Third Party Fee becomes due and owing to Purchaser
under this section 3.13, that Purchaser may receive and collect a portion of the proceeds of any Third Party
Transaction to which Seller is a party. Seller hereby agrees that Purchaser may contact any third party
purchaser involved in a Third Party Transaction and collect the Third Party Fee directly from said third
party purchaser. Additionally, Seller grants to Purchaser a security interest in any of the proceeds or
expected proceeds of said Third Party Transaction as collateral security for Seller's promises and
agreements under this section 3.13 and agrees that Purchaser may intervene in any court proceeding
relative to said Third Party Transaction as an interested party and may assert and pursue a claim for the
Third Party Fee in said proceeding and may seek to have the Court direct that a portion of the proceeds of
said Third Party Transaction be paid to Purchaser in payment of the Third Party Fee. Seller further
agrees that any Third Party Fee may be collected by Purchaser pursuant to the terms of the Special
Irrevocable Power of Attorney pursuant to which Purchaser may authorize any financial institution in
which Seller maintains any funds (a "Bank Account") to remit to Purchaser monies equal in amount to any
Third Party Fee, Additionally, Seller hereby grants to Purchaser a security interest in any Bank Account
as security for Seller's obligations with respect to any Third Party Fee Uncluding any and all Advances)
and authorizes Purchaser to record all appropriate UCC financing statements or other lien document on
Seller's behalf against any such Bank Account and to further contact any such fmancial institution directly
in order to enforce the promises and obligations of Seller hereunder.
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(d) Notwithstanding section 7.2, in the event Seller fails to honor its promise to sell to the
Purchaser the Settlement Payments hereunder for any reason (other than should Seller enter into a Third
Party Transaction) and in consideration for Purchaser's promises and covenants in this Agreement and in
return for Purchaser's promise to promptly initiate proceedings to secure the Court order, Seller agrees
and promises to pay Purchaser a fee in the amount of $3,000.00 <the "Fee") upon demand made by
Purchaser on Seller. Seller agrees and acknowledges that any Fee is reasonable and proper in order to
compensate Purchaser for its costs and expenses and is not in the nature of a Penalty. To the extent that
any of the Fee is deemed to be a penalty, Seller expressly agrees that those charges not so deemed a
penalty are enforceable. Seller further agrees that any Fee may be collected by Purchaser pursuant to the
terms of the Special Irrevocable Power of Attomey pursuant to which Purchaser may authorize any
financial institution to remit to Purchaser from any Bank Account monies equal to any Fee (including all
Advances) and authorizes Purchaser to record all appropriate DCC financing statements or other lien
document on Seller's behalf against any such Bank Account and to further contact any such financial
institution directly in order to enforce the promises and obligations of Seller hereunder.
(e) Seller agrees and acknowledges that any other amounts received by Seller from Purchaser on a
transaction (j) that were paid by Purchaser to Seller in error for any reason, (jj) where subsequent to such
receipt of funds by Seller a Court Order is vacated or otherwise overturned or rendered void for any reason
andlor (jj) that were received by Seller directly from the annuity iS,suer and which should have been paid
directly to Purchaser under any Court Order (collectively, the "Other Amounts, may be collected by
Purchaser pursuant to the terms of the Special Irrevocable Power of Attorney pursuant to which Purchaser
may authorize any financial institution to remit to Purchaser from any Bank Account monies equal to any
other amounts and authorizes Purchaser to record all appropriate DCC financing statements or other lien
document on Seller's behalf against any such Bank Account and to further contact any such financial
. institution directly in order to enforce the promises and obligations of Seller hereunder. Seller agrees and
acknowledges that it is reasonable and proper to compensate Purchaser for the costs related to any other
amounts, and such compensation is not in the nature of a Penalty. To the extent that any other amounts
are deemed to be a penalty, Seller expressly agrees that those charges not so deemed a penalty are
enforceable.
3.14 Disclosure Statement. Seller acknowledges that Purchaser has previously provided to Seller a
disclosure statement prepared and delivered in accordance with applicable law which sets forth certain of
the main terms of the Transaction. Seller has read and understands said disclosure statement and has
had the opportunity to review and discuss the disclosure statement and this Transaction with an attorney,
CPA, accountant, or other professional advisor of Seller's choice. To the extent that applicable law requires
Seller to consult with an attorney, CPA or other licensed professional advisor regarding the Transaction,
Seller has done so and has disclosed to Purchaser, in writing, the name and address of such advisor.
3.15 Place of Residence. Seller represents and warrants that Seller resides in the State designated
on page 1 of this Agreement.
ARTICLE 4
ADDITIONAL AGREEMENTS OF THE SELLER
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4.1 Dutv to CooDerate; Periodic Pavments Held in Trust; Guarantv. Upon Closing of the
Transaction, the Seller shall cooperate with and shall take all reasonable action necessary to provide the
Purchaser the practical benefits of the bargain 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 constitutes a
Periodic Payment. Any such Periodic Payment that is at any time received by the Seller or any person
claiming by, through, or under the Seller (directly or indirectly) shall be received and held by the Seller (or
such other person) in trust for the benefit of the Purchaser. The Seller shall immediately deliver and pay
such Periodic Payments to the Purchaser. After Closing, the Seller shall have no interest in any Periodic
Payment other than that of a trustee for the benefit of the Purchaser. Seller hereby guarantees the prompt
performance of all of the duties and obligations set forth herein and in all of the Transaction Documents.
4.2 Seller's Protection of Third Parties. The Seller releases and waives all claims and objections
against each of the Annuity Issuer, the Annuity Owner, the Settlement Obligor and any other person,
entity, or party obligated under the Settlement Documents to make the Settlement Payments, the Annuity
Payments, and the Periodic Payments (collectively the "Obligors") for (i) making the Periodic Payments to
the Purchaser following entry of the Court Order contemplated in Section 5.5 and Closing of the
Transaction; (;j) for allowing, permitting, facilitating, not opposing, ancl/or cooperating with the Purchaser
and Seller in connection with the Transaction and this Agreement and entry ofthe Court Order; (jjj) for
not appearing or objecting in the proceeding in which the Court Order was entered; uv) for failing or
refusing to assert any claim that the Periodic Payments were not transferable or assignable; and (v) for
honoring the Court Order. Seller agrees to indemnify, hold harmless and defend the Obligors in connection
with the releases and waivers set forth in this section 4.2 and from and against any future claims to or
against'the Periodic Payments by any person other than the Purchaser or the Purchaser's lawful assigns.
4.3 Access to Information. The Seller agrees and hereby authorizes the Purchaser to obtain and
perform credit checks and obtain credit reports on the Seller and secure and perform other information and
investigations including, without limitation, lien searches, searches for abstracts of judgmenta or other
claims against the Seller, criminal background checks, checks of court records, and contacting Seller's
present and previous employers, landlords, creditors, and references. Seller hereby authorizes Purchaser
to contact the Settlement Obligor, the Annuity Issuer, ancl/or the Annuity Owner and any other person or
entity obligated to make the Settlement Payments ancl/or Annuity Payments to verify any and all
information relative to the Settlement Payments ancl/or the Annuity Payments. Seller hereby authorizes,
directs, instructs, and consents to the release by the Settlement Obligor, the Annuity Issuer, ancl/or the
Annuity Owner and any other person or entity obligated to make the Settlement Payments ancl/or Annuity
Payments of any and all information to Purchaser relative to the Settlement Documents, the Settlement
Payments, ancl/or the Annuity Payments. The Purchaser shall be under no duty or obligation to perform
any such check or investigation and the Seller shall place no reliance on the Purchaser's actions in doing
so. Seller further authorizes and consents to Purchaser recording and/or registering information
regarding this transaction in the National Association of Settlement Purchasers Anti-Fraud datsbase.
4.4 Disclosure of MisreDresentations and Breaches. The Seller shall immediately notify the
Purchaser if any of the representations or warranties of the Seller in this Agreement or any of the
Transaction Documents are determined by the Seller to have been incorrect, inaccurate, or misleading
when they were made, or which are later determined by the Seller to be incorrect, inaccurate or
misleading.
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4.5 Further Assurances. Seller shall promptly execute all other documents, and perform or refrain
from performing such additional acts, as may be necessary or reasonably requestsd by the Purchaser to
conclude the Transaction and to assure the Purchaser's receipt of all ofthe benefits of the Transaction,
including the Periodic Payments.
4.6 This is Not a Loan. THE SALE OF THE PERIODIC PAYMENTS BY THE SELLER TO THE
PURCHASER IS AND SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE ASSIGNMENT
AND CONVEYANCE BY THE SELLER TO THE PURCHASER OF THE PERIODIC PAYMENTS, AND
THE SELLER ACKNOWLEDGES AND AGREES THAT THIS TRANSACTION IS NOT INTENDED IN
. ANY RESPECT TO BE A LOAN FROM THE PURCHASER TO THE SELLER OR TO CREATE ANY
TYPE OF LENDERlBORROWER RELATIONSHIP, PARTNERSHIP OR OTHER JOINT OWNERSHIP
ARRANGEMENT BETWEEN THE SELLER AND THE PURCHASER. UPON THE CLOSING OF THIS
TRANSACTION THE SELLER SHALL HAVE NO RIGHT OR ABILITY TO FINANCE OR REFINANCE
THE PERIODIC PAYMENTS WITH PURCHASER OR ANY OTHER PERSON OR ENTITY,
4.7 Prior or Other Nel!:otiations To the extent that Seller has previously engaged in negotiations or
discussions or has signed or executed a contract with other parties or entities regarding the sale,
assignment, transfer, conveyance, mortgage, encumbrance, or pledge ofthe Periodic Payments, Seller has
terminated all such negotiations or discussions and/or has canceled and rescinds all contracts, or
agreements with such parties or entities. By signing this Agreement, Seller hereby authorizes Purchaser
to rescind, terminate and cancel, on Seller's behalf, all discussions, negotiations, contracts, and agreements
with such persons or entities. Seller agrees to work and deal exclusively with Purchaser regarding a sale
oithe Periodic Payments and secure the Court Order.
4.8 Beneficiaries. Seller acknowledges and agrees that Purchaser shall be entitled to receive the
Periodic Payments to the exclusions of any beneficiary, heir, executor, representative, or dependent of
Seller. To the extent deemed necessary by Purchaser and/or if requested by Purchaser, Seller shall execute
and sign any document, agreement, waiver, beneficiary change, or other document to reflect, evidence, and
confirm that Purchaser shall be entitled to receive the Periodic Payments to the exclusion of Seller and/or
Seller's heirs, beneficiaries, representatives, dependents, and executors. Upon consummation of this
Transaction, entry of the Court Order, and Closing, Seller and Purchaser agree, acknowledge and confirm
that Seller and any beneficiary, heir, executor, representative and/or dependent of Seller shall be
absolutely and forever divested of any right, title, claim or interest in the Periodic Payments.
4.9 No Snecial Relationshin with Purchaser. Seller acknowledges that Purchaser is not Seller's
agent, representative, or fiduciary and Seller is not Purchaser's customer or client and the only
relationship by and between Seller and Purchaser is an s.rtnslength relationship of seller and purchaser
under this Agreement.
ARTICLE 5
CONDITIONS TO CLOSING
The obligations of the Purchaser to effect the Transaction contemplated in this Agreement shall be
subject to the performance and satisfaction, prior to the Closing Date, of each of the following conditions,
unless waived in writing by the Purchaser:
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5.1 Deliverv of Documents. The Seller shall have delivered to the Purchaser duly executed
originals (mcluding all attachments and exhibits) of the following documents, each of which shall be in
form, scope and substance satisfactory to the Purchaser in its sole and absolute discretion:
(i) This Agreement, along with all required schedules, exhibits and addendums hereto:
(jj) The Seller's Affidavit certifying certain information about the Seller, in form and substance
acceptable to Purchaser, in its sole and absolute discretion;
(ill) The original or true and aCClllate copies of the Settlement Documents;
<iv) A signed Spousal Consent form; copies of prior divorce and/or annulment decrees, including
property divisions and settlements; a current driver's license or government issued ID card; a social
security card or other evidence or Seller's social security number, acceptable to Plllchaser, in its
sole and absolute discretion; if requested by Purchaser; copies of a recent check, payment stub or
bank account records and statements showing a deposit to Seller's account a recent Settlement
Payment
(v) A completed and signed Due Diligence Disclosure Form;
(vi) Executed Irrevocable Special Power of Attorney in favor of the Purchaser, its successors,
assigns or designees, and granting, among other powers, the power to endorse and negotiate all
checks and other instruments distributed by the Annuity Issuer, or other person, in payment of the
Periodic Payments, as provided herein;
(vii) Executed copies of all other agreements, documents, instruments, certificates, opinions of
counsel, reports or other writings of any nature whatsoever required by this Agreement or deemed
necessary, advisable or desirable by Purchaser to consummate the Transaction.
5.2 Renresentations And Warranties. All of the Seller's representations and warranties 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. All of the Seller's
representations and warranties set forth in this Agreement shall survive the Closing and shall remain
effective during the Term of this Agreement.
5.3 Performance Of Oblie:ations. The Seller shall have performed, observed, satisfied, and
complied with all covenants under this Agreement and the Transaction Documents on or before the Closing
Date.
5.4 Absence of Liens. The Purchaser shall perform, at its own expense, such credit checks and
lien searches on the Seller as the Plllchaser deems necessary. Seller grants to, Purchaser the right to
offset from any sums due to the Seller the amount of any lien, or other obligation of Seller that Purchaser
determines may affect Purchaser's title to and/or her rights to receive the Periodic Payments. 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.
5.5 Colllt Apnroval of the Transaction. Seller understands and acknowledges that the Transaction
contemplated by this Agreement must be approved by a court of competent jurisdiction in accordance with
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an applicable state transfer statute of a state ofthe United States of America and must be structured,
consummated, closed and approved in accordance with certain applicable laws of the United States of
America. A further condition and contingency to the Closing of the Transaction is that the Purchaser
and/or the Seller shall have procured and/or received a court order, judgment, or decree (the Court Order,
as previously defined) approving the sale, assignment, and transfer of the Periodic Payments to Purchaser.
Seller shall cooperate with and assist Purchaser, in all respects, to secure said Court Order. Ifthe Court
Order is denied, Purchaser may, but shall have, no obligation to, appeal such denial. If, however,
Purchaser does pursue an appeal of such denial, Seller shall fully cooperate and assist Purchaser in
connection with said appeal.
5.6 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; INDEPENDENT ADVICE; EXEMPTIONS; INDEMNITIES
6.1 Restrictions on Assirnabilitv. Seller acknowledges that, to the extent that the Settlement
Documents pmport to contain any restriction on the ability, right, or power of the Seller to assign, sell,
transfer, mortgage, encumber, alienate, or convey the Periodic Paymente, that such restrictions were
included in the Settlement Documents for Seller's benefit and not for the benefit or protection of any other
person. Seller, on behalf of himself and his heirs, beneficiaries, executors, administrators, successors, and
legal representatives, hereby WAIVES AND RELEASES all rights and benefits of the Seller in, to, or
under, any and all restrictions on assignability contained in the Settlement Documents. To the extent
that any such restrictions were included to insure favorable tax treatment or benefits for the Seller or for
any other pmpose, Seller acknowledges that Seller is not relying upon any representation or warranty of
the Purchaser with respect to the tax consequences of the Transaction or the waiver contained herein.
6.2 Indeuendent Advice. Seller acknowledges and agrees that (i) Seller has had the opportunity to
receive legal, tax, financial, accounting and/or business or personal advice regarding the Transaction from
Seller's own legal, tax, financial, accounting and/or other advisors and has either received such advice or
has knowingly and voluntarily waived and declined the opportunity to seek such advice; (ill Seller has not
received any financial, accounting, tax, legal, business, or other advice from the Purchaser; and uv) Seller
has relied solely upon the advice of Seller's own financial, accounting, tax, legal, business and..,ther
advisors in entering into this Agreement and consummating the Transactions. SELLER FURTHER
ACKNOWLEDGES THAT SELLER IS FULLY AWARE OF THE ECONOMIC CONSEQUENCES OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THIS IS AN IMPORTANT
FINANCIAL TRANSACTION AND SELLER SHOULD CONSULT WITH HISIHER OWN ADVISORS
REGARDING SAlD TRANSACTION.
6.3 Waiver of Exemptions. Seller has signed this Agreement and is entering into this Transaction
of his own free will and volition and hereby expressly and voluntarily W AlVES and RELEASES all rights
and benefits of Seller in, to, or under all applicable laws and statutes and all provisions and principles of
the common law, regulations, and any constitution which pmport to exempt the Periodic Payments and/or
any payments due or payable under the Settlement Documents from any claims or damages by, through or
on behalf of Purchaser or its successors or assigns or which exempt the Periodic Payments from execution,
attachment, garnishment, seizure or other process by Purchaser, which may be necessary to enforce this
Agreement or allow Purchaser to receive the practical benefits of the Transaction.
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6.4 Indemnities. The Seller further agrees and covenants (both for Seller and on behalf of Seller's
heirs, executors, administrators, representatives, successors, and assigns): CD to release, indemnify and
hold the Purchaser harmless from any claim that the Periodic Payment Rights were not assignable; (ij) to
never claim, either in a suit or in the defense of an action by the Purchaser or any other person, that the
Periodic Payment Rights were not assignable.
6.5 Seller's Protection of Third Parties. Seller acknowledges that the Settlement Agreement,
Annuity andlor other Settlement Documents may contain provisions that restrict or purport to restrict the
assignment of the Periodic Payments. Seller hereby (j) releases the Annuity Owner, the Annuity Issuer,
the Settlement Obligor and all other persons or entities obligated to make the Periodic Payments pursuant
to the terms of the Settlement Agreement andlor Annuity from any claims, causes of action, or liability, for
complying with Seller's instructions regarding the Periodic Payments; (j.i) releases and waives all claims,
causes of action, or liability against the Annuity Owner, the Annuity Issuer, and Settlement Obligor and
all other persons or entities obligated to make the Periodic Payments for failing and refusing to oppose the
Transaction based on the presence of anti'assignment or anti-encumbrance language in the underlying
Settlement Documents or for any other reason; (ill) for making and sending the Periodic Payments to
Purchaser in accordance with the terms of this Agreement and the Court Order; (iv) for allowing,
permitting, facilitating, cooperating with, andlor not opposing the Transaction and entry of the Court
Order; (v) for not appearing or objecting in the proceeding in which the Court Order was entered; (vi) for
failing or refusing to assert that any claim, defense, or position that the Periodic Payments were not
transferable or assignable; and (vii) for honoring and complying with the Court Order. Seller and
Purchaser acknowledge and agree that the Annuity Owner, Annuity Issuer, andlor Settlement Obligor will
discharge their obligation to make the Periodic Payments due under the Settlement Agreement andlor
Annuity by delivering said Periodic Payments to Purchaser in accordance with this Agreement and the
Court Order. Seller agrees to indemnify, hold harmless, and defend the Obligors in connection with the
releases and waivers set forth in this section 6.5. Seller and Purchaser agree to indemnify, hold harmless,
and defend Obligors from and against any future claims to or against the Periodic Payments by any person
or entity other than the Purchaser and the Purchaser's successors and assigns. Seller agrees that this
protection of third parties shall be binding upon Seller and Seller's heirs, executors, administrators,
representatives, successors, estate, and any person or entity claiming by, through or under Seller (directly
or indirectly), and shall survive the consummation of this Agreement.
ARTICLE 7
TERMINATION & RESCISSION
7.1 Termination. Unless otherwise provided by applicable law or unless agreed or extended in
writing by the Purchaser and the Seller, this Agreement shall automatically terminate one hundred eighty
(180) days from the date hereof if any condition to the Purchaser's obligations hereunder has not been
satisfied prior to that date, unless the failure to satisfy such conditions is the result of a msterial breach of
this Agreement by the Seller. Provided, however, that if the Purchaser has filed and is working to secure
the Court Order, then this Agreement may not be terminated by Seller until and unless the Court Order
proceeding is resolved and decided, one way or another, except with the written consent of Purchaser.
Purchaser may terminate this Agreement at anytime, even after the proceeding to secure the Court Order
has 'been filed. In the event of termination of this Agreement as provided in this Article, this Agreement
shall forthwith become void and of no further force or effect, and there shall be no liability or obligation on
the part of any of the parties hereto or any of their respective officers, directors, employees, agents,
attorneys, partners, trustees, affiliates, or associates, except that the obligations of the parties set forth in
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Articles 6, 7 and 8 shall survive the termination of this Agreement for a period of five (5) years from and
after the date of termination hereof, and except that the obligations of the parties set forth in Article a,
Section a.la, shall survive the termination of this Agreement for a period of eighteen (IB) months from and
after the date of termination hereof. To the extent that the termination of this Agreement results from the
willful breach by the Seller of any of the Seller's representations, warranties, covenants or agreements set
forth in this Agreement, nothing herein shall prejudice the ability of the Purchaser from seeking damages
from the Seller for any breach of this Agreement, including, without limitation, attorneys' fees and the
right to pursue any remedy at law or in equity, subject to and in accordance with applicable law.
7.2 Rescission. Unless prohibited, expanded, or otherwise provided by applicable law, Seller shall
have a three (a) day right of rescission after execution of this Agreement, during which Seller may rescind
and cancel this Agreement without any further duty, liability, or obligation to Purchaser. If applicable law
provides for a longer period during which the Seller may rescind this Agreement, then Seller shall have
until the end of the time period provided by applicable law to rescind and cancel this Agreement without
any further duty, liability, or obligation to Purchaser. Seller must exercise any right of rescission by
notifying Purchaser, in writing, of Seller's intent to rescind and cancel this Agreement within the time
period provided by this section 7.2 or applicable law, as the case may be. Notice of Seller's intent to rescind
and/or cancel the contract shall be timely as long as it is delivered to Purchaser or post"marked by the
deadline for exercising such right of rescission and cancellation.
ARTICLE 8
GENERAL PROVISIONS
8.1 Notices. Any notice or demand given under this Agreement shall be given by (j) hand
delivering it, (ti) mailing it by certified or registered mail, postage prepaid, return receipt requested, or (ili)
overnight courier service such as Federal Express, in each case addressed to the Purchaser or to the Seller,
at the addresses set forth on age 1 of this Agreement or at such other place as either party may specify in
writing to the other party.
B.2 Governin~ Law. This Agreement, the Transaction Documents, and the rights, duties, and
obligations of the parties under said documents and agreements, shall be governed, interpreted,
construed, and enforced in accordance with the laws ofPA and the United States of America. Venue for
any cause of action arising out of a breach of this Agreement shall be proper in the Stste or Commonwealth
ofPA.
8.a Entire Aereement. This Agreement, the exhibits, and the Transaction Documents set forth the
entire agreement of the Seller and the Purchaser with respect to the Transaction and supersede all prior
agreements, arrangements, and understandings relating to the Transaction, whether oral or written.
8.4 Amendment; Waiver. This Agreement and the Transaction Documents may be amended,
modified, superseded or canceled, and any term, provision, or obligation of this Agreement and the
Transaction Documents may be waived, by a written instrument signed by the parties to same. In the case
of a waiver of an obligation, term, or provision of this Agreement, any such waiver must be in writing and
signed by the party waiving compliance with same. The failure of any party to require performance of any
provision ofthis Agreement or any of the Transaction Documents shall in no way affect the right to enforce
the same. No waiver by any party of any condition contained in this Agreement or any of the Transaction
Documents, or of the breach of any term, provision, representation, warranty or covenant of same shall be
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deemed to be or construed as a further or continuing waiver of any such condition or breach, or as a waiver
of any other condition or of the breach of any other term, provision, representation, warranty or covenant.
8.5 Severability. If any provision of this Agreement or any Transaction Document is held to be to
any extent unenforceable or invalid then the parties hereto agree that such provision shall be deemed to be
modified for purposes of performance of this Agreement or any Transaction Document to the extent
necessary to render it lawful and enforceable, or if such a modification is not possible without materially
altering the intention of the parties hereto, then such provision shall be severed from the agreement or
document for purposes of the performance or enforcement of same. The validity of the remaining
provisions of the Agreement and the Transaction Documents shall not be affected by any such modification
or severance. Any such finding of unenforceability or invalidity of a provision or this Agreement in any
given jurisdiction shall not prevent the enforcement of any such provision or any other provision of this
Agreement in any other jurisdiction to the maximum extent permitted by law.
8.6 Availabilitv of Eouitable Remedies. Since a breach of the provisions of this Agreement by the
Seller could not adequately be compensated by money damages, the Purchaser shall be entitled, 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.
8.8 Attornevs' Fees and Court Costs. In the event of any action at law or in equity between the
parties hereto to enforce any of the provisions hereof, the unsuccessful party to such action or litigation
shall pay to the successful party all costs and expenses, including, without limitation, actual attorneys'
fees expended or incurred in connection therewith by such successful party; and if the successful party
shall recover judgment in any such action or proceeding, such costa, expenses and attorneys' fees may be
included in and as a part of such judgment.
8.9 Headings; Gender; Numbers; Interoretation. All of the headings contained in this Agreement
are for purposes of conveuience or reference only, and shall not be deemed to be a part of this Agreement or
to affect the meaning, construction, interpretation or scope of this Agreement or any of the provisions
hereof in any way. All references in this Agreement to the masculine, feminine, or neuter gender, shall,
where appropriate, be deemed to include all other genders. All plurals used in this Agreement or any
Transaction Document shall, where appropriate, be deemed to be singular, and vice versa, and shall refer
solely to the parties hereto except where otherwise specifically provided. The normal rule of contractual
construction that any ambiguities in a contract are to be resolved against the drafting party shall not be
,.used in the interpretation ofthis Agreement, any ofthe Transaction Documents, or any amendments or
exhibits to same and no presumptions regarding the interpretation of said documents and agreements
shall be made as a result of the drafting of said agreement and documents.
8.10 Survival. All of the representations, warranties, covenants, agreements, indemnifications,
obligations, duties, and liabilities of the Seller and the Purchaser set forth in this Agreement and the other
Transaction Documents shall survive until the fifth (5th) anniversary of the Purchaser's actual receipt of
good funds representing the last of the Periodic Payments, and shall not be deemed merged into the
Transaction Documents.
8.11 Binding Effect. Subject to the restrictions on transfers and encumbrances set forth herein, all
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inure to the benefit of and be binding upon and be enforceable by the undersigned parties and their
respective heirs, executors, administrators, representatives, successors and permitted assigns.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, IT IS EXPRESSLY INTENDED AND AGREED THAT THE SELLER'S
SALE TO THE PURCHASER OF THE PERIODIC PAYMENT RIGHTS SHALL BE BINDING ON THE
SELLER'S ESTATE AND THE SELLER'S HEIRS, EXECUTORS, BENEFICIARIES,
REPRESENTATIVES AND ADMINISTRATORS, IRRESPECTIVE OF ANY DESIGNATION OF THE
SELLER'S ESTATE AS THE BENEFICIARY UNDER THE SETTLEMENT DOCUMENTS.
8.12 Purchaser's Ri"ht to Assilm. The Purchaser (and each and any assignee of the Purchaser)
may assign all of its right, title, and interest in and to this Agreement, the other Transaction Documents,
the Annuity, the Settlement Documents, and the Periodic Payments either before or after the Closing and
without any requirement of prior consent from or notice to the Seller. Without limiting the generality of
the foregoing, the Seller shall upon request of the Purchaser or any assignee of the Purchaser execute and
deliver, any such documents as the Purchaser or any such assignee may require to effectuate and
consummate the transactions contemplated hereby.
8.13 Recitals Incoroorated. Each of the recitals to this Agreement is hereby incorporated and
included in this Agreement by this reference, as if fully set forth at length.
8.14 Holdback. In the event that the Closing occurs within sixty (60) days ofthe first scheduled
monthly payment of the Periodic Payments, Purchaser may, in its discretion at Closing, hold in
Purchaser's bank account and deduct from the Purchase Price, an amount equal to no more than the first
two (2) monthly payments to be received by Purchaser hereunder. Upon the receipt by Purchaser of the
first monthly payment from the Annnity Owner (thereby insuring the effective change of Payment
address), Purchaser shall immediately release such funds withheld from the Purchase Price to the Seller.
Purchaser shall have the right to retain funds sufficient to cover any payments not received by Purchaser.
8.16 Multillle Orilrinals. This Agreement may be executed in multiple originals, each of which
shall be deemed an original Agreement.
8. 17 Usury Savinors Clause. THIS IS NOT A LOAN. It is the intention of Purchaser and Seller
that the provisions of this Agreement constitute a purchase and sale of all of Seller's right, title and
interest in and to the Periodic Payments and it is not, nor should it be construed as, a loan. Nonetheless,
in order to protect against any conceivable determination that the conveyance was not effective, it is the
intent of Purchaser and Seller to conform to and contract in strict compliance with applicable usury law
from time to time in effect. All agreements between Purchaser and Seller are hereby limited by the
provisions of this paragraph which shall override and control all such agreemsnte, whether now existing or
hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but
not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation)
shall the rate of interest taken, reserved, contracted for, charged or received under this Agreement or
otherwise, exceed the Maximum Lawful Rate (defined below). If, from any possible construction of any
document, interest would otherwise be payable in excess of the Maximum Lawful Rate, any such
construction shall be automatically reformed and the interest payable shall be automatically reduced to the
Maximum Lawful Rate, without the necessity of execution of any amendment or new document. As used
herein, the term "Maximum Lawful Rate" means the maximum nonusurious rate of interest per annum
permitted by whichever of applicable United States federal law or applicable state law permits the higher
interest rate.
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8.18 Rie:ht of First Refusal. Seller agrees that during the Term, Seller will not sell, assign,
borrow against, pledge, or otherwise encumber anyone or more of the Settlement Payments not included in
the Periodic Payments assigned to Purchaser without first giving Purchaser written notice of the terms of
any such proposed loan or sale, whether such proposal was made orally or in writing. If, within ten (10)
business days of receiving such notice, Purchaser informs Seller that it elects to match the terms of any
such proposed loan or sale, then Seller shall execute all documents necessary to consummate such
transaction with Purchaser on those terms. The foregoing right of first refusal shall survive the exercise of
any right of cancellation or rescission that Seller or Purchaser may have under this Agreement, or
applicable law. This right of first refusal is assignable by Purchaser, however Purchaser may elect, at its
sole option, not to permit the assignment of this right of first refusal upon the assignment of this
Agreement, in which event this right of first refusal shall remain the property of Purchaser.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives effective as ofthe date first set forth above.
SELLER:
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Richard L. McGuire
1-/t.j~05'
Date
Acknowledl!1l1ent For
(
State Of P-e..h "5Y I VGlt\ t"'- ~
CountyOf~ )
ss:
,
I, a Notary Public of the County and State aforesaid, do hereby certify that ~whose
name is signed to the foregoing Purchase Agreement bearing a date of \ -I <.f - 05"" . has this day
acknowledged the same before me and that said signatory has signed said Purchase Agreement as said
signatory's free act and deed. Given under my hand this \Llili day of \Jd. huo..r'-( . ~oG.
~r~-,<;('~
Notary ~c '
State of ~.<ly/vC\nlo...
KOlAR S
CRYSTAL FlIEY-SCllADE. NOTARY MOO
MECHAHICSBURG BDRO., CUMBERlAND co.
MY COMMISSION EXl'l DEC. 2D
Print Name Here:~ ~ IT ~ -ScP-.o.J-e...
My Commission Expire . . :;:).-c;-- t;"
PURCHASER: STRUCTURED SETTLEMENT INVESTMENTS, Ltd.
By:
Date
Its:
PURCHASE AGREEMENT - Page 17 of 18
~
032449.0001 NBWYORK 376215 vI
0' j ) j 'I
0
I
EXHIBIT A TO PURCHASE AGREEMENT
1. DATE OF PURCHASE AGREEMENT: 12/3012004
2. PARTIES TO PURCHASE AGREEMENT:
A. Seller.- Richard L. McGuire, 6412 Carlisle Pike Lot#1I0, Mechanicsburg, PA, 17050, SSN: 185-68-9147,
Phone:717-79~531
B. Purchaser -. Structured Settlement Investruents, Ltd.
666 Fifth Avenue, #349
New York City, NY 10103
3. ANNUITY DOCUMENTS lNFORMATION:
A. Annuity Issuer: Employers Life Insurance Company of Wausau
B. Annuity Owner: Nationwide Mutual Insurance Company
C. Annuity Policy#: 32 Cert. Number: 1532
D. Annuity Payments: As stated in the annuity conlract (or similar document) set forth as Exhibit B to
this Agreement
5. PURCHASE PRICE:
A payment of $20,000.00 due 06/04/2008.
$10,981.49
4. PERIODIC PAYMENTS:
6. ALLOCATION OF PURCHASE PRICE: (set forth amount ofnurchaseprice allocated to each naVlnent)
6/4/08
20,000.00
10,981.49
1bis Exhibit A is incorporated into and made a part of the Purchase Agreement to which this Exhibit A is attached,
and the other Transaction Documents as if fully set forth and incorporated into said agreements, contracts, and documents,
at length. Seller acknowledges that it is hislher intent to assign, sell, transfer, and convey to Purchaser the Periodic
Payments described above. Seller acknowledges that the closing and funding of the Transaction described herein and in
the Transaction Documents is expressly contingent upon entry of a Court Order, as described in section 5.5 of the Purchase
Agreement.
PURCHASE AGREEMENT - Page 18 of 18
~
032449.0001 NEW YORK 376215 vI
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
***
INRE:
RICHARD L. McGUIRE
NO. DS- -J>J15
f)' . I '---r:::
l;IVl \... t'</L.Yl--l
PRAECIPE FOR ENTRY OF APPEARANCE
TO THE OFFICE OF THE PROTHONOTARY:
Kindly enter my appearance on behalf of the Petitioner, STRUCTURED SETTLEMENT
INVESTMENTS, LTD., in the above-captioned matter.
RO E J. DONOHU
Attorney for Petitioner
Attorney J.D. #83485
DONOHUE, McKEE, MATTSON
& GREEN
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
ATED: February 11,2005
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ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATTSON & GREEN
Attorney I.D. #83485
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
FEB 1 7 2005z',J
pi
INRE:
RICHARD L. McGUIRE
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,
PENNSYL VANIA
NO. 05 - pro
n. . / '----r::
Lr u,l ,ft?..y>--7
...
PRELIMINARY ORDER
AND NOW, this
J. 3 t1I day of {i8.1.fL 0-
, 2005 upon the Petition to Approve the Sale
and Purchase of a Structured Settlement Annuity, this matter is listed for a Hearing to be held on the
#t .1d:-
I "3 day of
Courtroom S- at 10 : O(J
,2005 in the Court of Common Pleas of Cumberland County,
o'clock4. M.
BY THE COURT:
,00
. f}r>:J
0'4-
],
.
FEB 1 7 Z005.p
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION - LAW
***
INRE:
RICHARD L. McGUIRE
NO. D~ - 00
C", u', l ~-'->1
PRAECIPE FOR ENTRY OF APPEARANCE
TO THE OFFICE OF THE PROTHONOTARY:
Kindly enter my appearance on behalf of the Petitioner, STRUCTURED SETTLEMENT
INVESTMENTS, LTD., in the above-captioned matter.
-~~5JsS
Attorney for Petitioner
Attorney LD. #83485
DONOHUE, McKEE, MATTSON
& GREEN ' .
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
,,, ~
ATED: February 11,2005
1..;';,.
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PEN SYLVANIA
CIVIL DIVISION
***
INRE:
RICHARD L. McGUIRE
No. 05-880
Civil Term
***
CERTIFICATE OF SERVICE
I, ROBERT J. DONOHUE, JR., ESQUIRE, hereby certify that I caused a true and correct
copy of the Notice of Proposed Transfer of Structured Settlement Payment Rights and a opy of the
Notice ofIdentity of Proposed Transferee upon the Structured Settlement Obligor and uity Issuer
by Certified Mail, Return Receipt Requested, Restricted Delivery as follows:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OR 43215-2220
Employers Life Insurance Compan
115 W. Wausau Avenue
P.O. Box 8013
Wausau, WI 54402-8013
Date of Mailing: March 12,2005
Copies of the United States Postal Service Domestic Return Receipts executed b Nationwide
Mutual Insurance Company on March 12, 2005 and Employers Life Insurance Company ofWausau on
March 15, 2005 are attached hereto as Exhibit "A".
I understand that false statements made herein are made subject to the penalties 0 18 Pa. P.S.
94904 relating to unsworn falsification to authorities.
ROBERT J. DONOH
Attorney for the Plaintiff
Attorney LD. #83485
DONOHUE, McKEE, MATTSON & GRE N, LTD.
11 00 Township Line Road
Havertown. P A 19083
.
. Complete Rems 1, 2, and 3. Also complete
Rem 4 n RestrIcted Delivery Is desired.
. Print your name and address on the reverse
so that we can retum the card to you.
. Attach this card to the back of the mailpiece,
or on the Iront n space permits.
1. Article Addl'8SS8d to:
Employers Life Ins Co
of Wausau
115 W. Wausau Avenue
Wausau, WI 54402-8013
3. Service li'PO
III CeftIfIed Mall l:J Expr&s8 Mall
l:J RegisleIod l:J Retum Receipt
l:J Insured Mall l:J C.O.D.
4. Restr1clod Delivery? (Extra Fee)
7003 0500 0004 3584
595-02-M-1540
2. Article Number
(I/Bn_from -label)
PS Form 3811. August 2001
~ Rolum ReceIpt 1
SENDER COMPLETE THIS "f LIVEr v
. Complete Rems 1, 2, and 3. Also complete
Item 4 n Restrtcted Delivery Is desired.
. Print your name and address on the reverse
so that we can return the card to you.
. Attach this card to the back of the mailpiece,
or on the Iront n space permits.
1. Article Addressed to;
A. Signature
B. Received by (Printed Name)
x
D.lsdellveryaddressdtfferentfrom m 17
If YES. enter delivery address below:
Nationwide Mut. Ins. Co
One Nationwide Plaza
Columbus, OH 4321502229
:\: ServIce Type
IllI Ceo1IIIed Mall l:J Expr&s8 Mall
l:J Registered l:J Retum ReceIpt r Men;handlse
l:J Insured Mall l:J C.O.D.
4. Restricted Delivery? (Extra Fee) l:J Yes
2. ArtIcle Number
(r~from_1abeI)
PS Form 3811, Auguoll2001
7003 0500 0004 3584 4447
eon.tlc -... ReceIpt
'7 q 129"
02595-02-M-1540
EXHIBIT "A"
OBERT J. DONOHUE, JR., ESQUIRE
ONOHUE, McKEE, MATTSON & GREEN
ttorney LD. #83485
1100 Township Line Road
avertown, PA 19083
610) 853-4400
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PE NSYLVANIA
CIVIL DIVISION
***
INRE:
RICHARD L. McGUIRE
No. 05-880
Civil Term
***
NOTICE OF IDENTITY OF PROPOSED TRANSFEREE
UNDER P,S, SECTION 4003(6)
0: Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus,OH 43215-2220
A Petition has been filed with the Court of Common Pleas of Cumberland Co nty, Pennsylvania
equesting the Court to approve the sale and purchase of structured settlement payme t rights for
ichard L. McGuire ("Payee") to Structured Settlement Investments, Ltd., ("Transfer e").
Pursuant to 40 P.S. 94003(6) this is to provide you notice of certain informati relevant to the
roposed Transferee.
Structured Settlement Investments, Ltd.
ddress of Transferee:
666 Fifth Avenue, #349
New York, NY 10103-0001
27- 0052765
If you have any questions concerning this matter contact the undersigned,
DONOHUE, MCKEE, MATTSON & G EN, LTD.
By: ..--':xI
ROBERT J. DON
~
ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATfSON & GREEN
Attorney I.D. #83485
. I 100 Township Line Road
Havertown, PA 19083
(610) 853-4400
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PE NSYLV ANIA
CIVIL DIVISION
***
INRE:
RICHARD L, McGUIRE
No. 05-880
Civil Term
***
NOTICE OF PROPOSED TRANSFER OF
STRUCTURED SETTLEMENT PAYMENT RIGHTS
TO: Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OR 43215-2220
A Petition has been filed with the Court of Common Pleas of Cumberland Co nty, Pennsylvania
requesting the Court to approve the sale and purchase of structured settlement payme rights from
Richard L. McGuire ("Payee") to Structured Settlement Investments, Ltd. ("Transfere ").
The structure settlement obligation exists because of a personal ~ury suffered by Payee as the
result of a personal injury action which was settled out of Court. The Structured Sett1 ment Obligor is
Nationwide Mutual Insurance Company. The Annuity Issuer is Employers Life Insur ce Company of
Wassau, Contract Number 32 Cert. Number: 1532 with Payee as annuitant being the easuring life.
A hearing has been scheduled for April 13, 2005 at 10:00 A.M. in Courtroom ,in the Court of
Common Pleas of Cumberland County, Pennsylvania requesting that the Court appro e the Sale of
certain structured settlement annuity payments due from you.
You are hereby notified that you have the right to support, oppose, or otherwis respond this
Petition, either in person, through counsel, or by written comment submitted to the Co rt and
Transferee's counsel noted below, orby participating in the hearing, which will be h don April 13,
2005 in the Court of Common Pleas of Cumberland County, Pennsylvania, Written r sponses must be
filed with the Court within twenty (20) days of your receipt of this notice in order to e considered by
the court,
.
Attached to this notice are the following documents:
1) Petition to Approve Sale and Purchase of Structured Settlement Paym
Pursuant to 40 P,S. Section 4001 et. seq.
2) Purchase Agreement between Payee and Structured Settlement Inves
3) Disclosure Statement signed by Payee
DONOHUE, MCKEE, MATTSON & G
By:
ROBERT J. DONOR , JR., ES UIRE
Attorney for Structured Settlement I vestments, Ltd. -
Transferee
'.'---
J
ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATTSON & GREEN
Attorney I.D. #83485
. 1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
F B 1 7 zoo~J
INRE:
RICHARD L. McGUIRE
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY,
PENNSYL VANIA
NO. oS - pro
Oi ~L lffLvJ
***
PRELIMINARY ORDER
AND NOW, this J. 3 <PI day of ~f4?F ,2005 upon the Petition to
pprove the Sale
and Purchase of a Structured Settlement Annuity, this matter is listed for a Hearing to b held on the
.fit IL...~ ~
I "3 day of .!:!"J'--"'" , 2005 in the Court of Common Pleas of Cumber! d County,
Courtroom ~ at 10 : of) 0' clock4 . M.
BY THE COURT:
J.
r:B 1 7 2005/
\
. ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATTSON & GREEN
. Attorney I.D. #83485
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
RICHARD L. McGUIRE
IN THE COURT OF COMMON] LEAS OF
CUMBERLAND COUNTY,
PENNSYL VANIA
INRE:
NO. OS - Pf()
r
C/U~C 1~
***
PRELIMINARY ORDER
AND NOW, this
day of
, 2005 upon the Petition to Ap prove the Sale
and Purchase of a Structured Settlement Annuity, this matter is listed for a Hearing to be b eld on the
day of
, 2005 in the Court of Common Pleas of Cumberlanc County,
Courtroom
at
o'clock
M.
BY THE COURT:
J.
ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MA TISON & GREEN
Attorney LO. #83485
. 1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNS VANIA
CIVIL DIVISION
INRE:
NO.
RICHARD L. McGUIRE
***
FINAL ORDER
AND NOW, this
day of
, 2005 upon the Petitione s Petition
to Approve the Purchase of a Structured Settlement, any responses thereto, and after a Hearing
held on the
day of
, 2005 this Court specifically finds that:
(1) The interested parties in this matter are:
Payee:
Richard L. McGuire
64 I 2 Carlisle Pike, Lot # 110
Mechanicsburg, PA 17050
Structured Settlement Obligor:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OH 43215-2220
Annuity Issuer:
Employers Life Insurance Company ofWausau
115 W. Wausau Avenue
P. O. Box 8013
Wausau, WI 54402-8013
(2) the transfer complies with the requirements of 40 P.S. Section 4001 et, se and will
not contravene other applicable Federal or State Statutes or Regulations;
(3) at least ten (10) days prior to the execution of the Purchase Agreement, Tr sferee,
Structured Settlement Investments, Ltd., provided Payee a "Disclosure Statement" sett ng forth
all the requirements contained in 40 P.S. Section 4003(a)(2);
(4) the transfer of the Assigned Payments is in the best interest of the Payee, r ferenced
in 26 D.S.C. g5891(b)(2)(A)(ii), taking into account the welfare and support of the Pa ee's
dependants, if any;
(5) Payee has been noticed in writing by Structured Settlement Investments, td. to seek
independent professional advise regarding the transfer and has either received the advi e or has
knowingly waived the advise in writing;
(6) the transfer has been expressly approved by the Payee, Structured Settlem nt
Obligor and the Annuity Issuer; or such approval is not required by law;
(7) written notice of the Transferee's name, address and tax identification n ber was
sent to the Annuity Issuer and the Structured Settlement Obligor and a copy of such n tice has
been filed with this Court.
(8) Transferee has provided written notice of the Application to the Annuity I suer,
Structured Settlement Obligor, and any other interested parties as required by 40 P.S. 4004.
(9) Jurisdiction and venue are proper for this Court, and proper notices were g ven to the
Annuity Owner and Annuity Issuer.
Based on the foregoing findings, it is hereby ORDERED AND DECREED at the
"Purchase Agreement" attached to the Petition is hereby Approved and no party to thi
proceeding shall hereafter refuse to honor this approved transfer.
Employers Life Insurance Company ofWausau and Nationwide Mutual Insur ce
Company are hereby Ordered to remit the annuity payment of $20,000.00 under Annu ty Policy
#32, Certificate #1532 due on June 4, 2008 to Structured Settlement Investments, Ltd. or its
registered successors, assigns, affiliates and/or beneficiaries by wire or Electronic Fun s
Transfer, within seven (7) days of the payment due date, to the following account:
ABA# 021-000-021
A/C #739154494
Account Name: Structured Settlement Investments
Bank Name: JP Morgan Chase
In the event that it is administratively impossible for the Annuity Owner and e Annuity
Issuer to send the Assigned Payments via electronic funds transfer to the account liste above,
payments are to be forwarded to an address designated in writing by Structured Settle ent
Investments, Ltd. or its successors and/or assigns.
It is further Ordered and Decreed that the Assigned Payments shall be paid to tructured
Settlement Investments, Ltd., or its registered successor, assigns, affiliates and/or ben ficiaries,
regardless of whether the Payee is living or deceased when the Assigned Payment bec mes due.
It is further Ordered and Decreed that Structured Settlement Investments, Ltd., or its
registered successors and/or assigns, may change the payment address where the Assi ned
Payments are to be sent without further Order of this Court.
Nationwide Mutual Insurance Company and Employers Life Insurance Comp yof
Wausau are directed to issue a formal acknowledgment letter of the transfer within tw ty (20)
days of the receipt of this Order. The formal acknowledgment letter shall be delivered to
Structured Settlement Investments, Ltd. 666 Fifth Avenue, #349, New York, NY 1010 -0001.
BY THE COURT:
J.
ROBERT J. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MA TISON & GREEN
Attorney I.D. #83485
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
INRE:
IN THE COURT OF COMMON LEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
RICHARD L. McGUIRE
NO.
***
PETITION TO APPROVE SALE AND PURCHASE OF STRUCT D
SETTLEMENT PAYMENTS PURSUANT TO 40 P.S. SECTION 400 et. seq.
AND NOW comes Petitioner, STRUCTURED SETTLEMENT INVESTMENTS, Ltd., by
and through their counsel, ROBERT J. DONOHUE, JR., ESQUIRE, who respectfully rep esents the
following:
1. Petitioner, STRUCTURED SETTLEMENT INVESTMENTS, Ltd. (herein fter
'Transferee"), submits this Petition seeking approval for the transfer of structured settlem nt
payment rights pursuant to 40 P.S. 9 4001.
2. Petitioner has been contacted by RICHARD L. McGUIRE, (hereinafter "P ee"), an
adult individual who resides at 6412 Carlisle Pike, Lot 110, Mechanicsburg, Cumberland ounty,
Pennsylvania 17050.
3. Payee is entitled to receive certain structured settlement annuity payments a result
of a personal injury action related to an automobile accident and settled by a Release. A d tailed list
c~
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of payments which Payee is entitled to receive is attached as Exhibit "A".
4. The settlement of the personal injury action was not approved by Court.
5. Payee intends to sell the right to receive a payment of $20,000.00 due on J e 4,
2008, pursuant to the Purchase Agreement attached as Exhibit "B".
6. Payee is an employee of Gallagher Basset Services.
7. Payee has no dependents, as defined by the Pennsylvania Structured Settle ent
Protection Act.
8. It is in the best interest of Payee to be authorized by this Court to enter int the
Purchase Agreement, as Payee intends to use the money as a down payment to purchase a house
since is planning to get married which would benefit Payee.
WHEREFORE, Payee respectfully requests this Honorable Court to Approve the ale of
Payee's rights to receive structured settlement annuity payments to Structured Settlement
Investments, Ltd.
ROBERT 1. DONOHUE, JR., ESQ
Attorney for Petitioner Structured
Settlement Investments, Ltd.
VERIFICATION
I, ROBERT J. DONOHUE, JR., ESQUIRE, being duly authorized by the Petition r herein, do make
this Verification on the Petitioner's behalf; I do verifY that the facts set forth in the forego ng pleadings are
true and correct to the best of my knowledge, information and belief; I do further verify at the information
contained in the aforesaid pleading was provided to me by the Plaintiff and I have reason 0 believe that the
aforesaid is true and correct; that as the authorized representative.
These statements are made pursuant to the penalties of 18 P A C.S. Section 4904 r lating to unsworn
falsification to authorities.
DATED:
'.. }
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EXHIBIT A TO PURCHASE AGREEMENT
L DATE OF PURCHASE AGREEMENT: 12130/2004
2. PARTIES TO PURCHASE AGREEMENT:
A. Seller -- Richard L. McGuire, 6412 Carlisle Pike Lot#110, Mechanicsburg, PA, 17050, SS : 185-68-9147,
Phone: 717-796-6531
B. Purchaser -- Structured Settlement Investments, Ltd.
666 Fifth Avenue, #349
New York City, NY 10103
3. ANNUITY DOCUMENTS INFORMATION:
A. Annuity Issuer: Employers Life Insurance Company ofWausau
B. Annuity Owner: Nationwide Mutual Insurance Company
C. AnnuityPolicy#: 32 Cer!. Number: 1532
D. Annuity Payments: As stated in the annuity contract (or similar document) set fo as Exhibit B to
this Agreement
4. PERIODIC PAYMENTS:
A payment of $20,000.00 due 06/04/2008.
5. PURCHASE PRICE:
$10,981.49
6. ALLOCATION OF PURCHASE PRICE: set orth amount of urchas 'ce
ch a
t
6/4/08
20,000.00
10,981.49
This Exlnbit A is incorporated into and made a part of the Purchase Agreement to which this E
and the other Transaction Documents as if fully set forth and incorporated into said agreements, contracts,
at length. Seller acknowledges that it is hislher intent to assign, sell, transfer, and convey to Purchaser the
Payments descnbed above. Seller acknowledges that the closing and funding of the Transaction describe
the Transaction Documents is expressly contingent upon entry of a Court Order, as descnbed in section 5.
Agreement.
it A is attached,
documents,
eriodic
herein and in
of the Purchase
PURCHASE AGREEMENT Page 18 of 18
~
032449.0001 NEW YORK 376215 vi
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!
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated and effective as of 1213012004, is eing entered
into by and between Structured Settlement Investmente, Ltd. ("Purchaser"), located at 666 h Avenue,
#349, New York City, NY, 10103, and Richard L. McGuire ("Seller") who currently resides at 412 Carlisle
Pike Lot#I1O, Mechanicsburg P A, 17050.
RECITALS
A. Seller, or Seller's predecessor in interest, has previously entered into a settlement release,
indemnity, compromise, and/or other agreement or document, and/or was subject to a court 0 der,
judgment, or decree, in connection with the settlement of a lawsuit and/or personal injury or rongful
death claim. The decree, order, judgment, release, settlement, indemnity, compromise and/o other
agreement is set forth and described in more detail in Exhibit "A" attached hereto and, toget er with any
amendments, modifications, and revisions to same, shall hereafter be referred to in this Agre ment as the
"Settlement Agreement." Pursuant to the Settlement Agreement, Seller is entitled to receive certain
periodic settlement payments in the dollar amounts and on the dates set forth and described the
Settlement Agreement. (The payments which are due and payable to Seller pursuant to the ettlement
Agreement shall hereafter be referred to as the "Settlement Payments").
B. Nationwide Mutual Insurance Company ("Settlement Obligor") agreed to make th
Payments to Seller under the terms of the Settlement Agreement and/or assumed the obliga
the Settlement Payments due Seller pursuant to a qualified assignment and/or other assi
assumption or ,similar agreement (the qualified assignment, assumption agreement, or simil agreement
or document is set forth and described in Exhibit "An and shall hereafter be referred to as the "Qualified
Assignment"). In order to fund its obligation to make the Settlement Payments, the Settleme t Obligor
purchased and/or caused to be issued an annuity (the "Annuity") by Employers Life Insuran Company of
Wausau (the "Annuity Issuer"). Nationwide Mutual Insurance Company (sometimes, referre to as the
"Annuity Owner") is the owner of the Annuity. (The Annuity is set forth and described in E 'bit B.) The
Annuity Issuer is obligated to make certain payments under the terms of the Annuity (the" uity
Payments"), in the amounts and on dates which correspond to the Settlement Payments. Sel r is the
"Annuitant" or "Payee" named in the Annuity and/or is the beneficiary of the original named
AnnuitantJPayee named in the Annuity or is otherwise entitled to receive the paymentS to be ade'under
the terms of the Settlement Agreement, Qualified Assignment, and/or Annuity. Copies of the Settlement
Agreement, Qualified Assignment, and the Annuity (if available) and/or a payment letter or 0 her
documents which adequately and sufficiently describe and confirm, in the sole discretion of t Purchaser,
the payment obligations of the Settlement Obligor, Annuity Owner and/or Annuity Issuer, h e been
provided to the Purchaser. The Settlement Agreement, the Qualified Assignment, the Ann ty, and any
agreements, releases, letters, assignments, judgments, orders, decrees and other documents hich reflect
or evidence the Settlement Payments and the payment obligations of the Settlement Obligor, uity
Owner, and Annuity Issuer shall hereafter be collectively referred to as the "Settlement Doc ents."
C. Purchaser desires to purchase and acquire from the Seller, and the Seller desires
transfer, and convey to Purchaser, all of Purchaser's right, title, and interest in and to, inclu
to receive, certain of the Settlement Payments and Annuity Payments, in the amounts and 0 the dates
due and payable to Seller, as set forth and described in Exhibit A. (The payments which are t
this Agreement and which are to be sold, assigned, and transferred to Purchaser by Seller sh
PURCHASE AGREEMENT - Page 1 of 18
Initials
032449.0001 NEW YORK. 376215 vI
Ex;-/ /1.311' 1'8 'I
\
,_\.-
, )
.v
be referred to as the ''Periodic Payments".) Purchaser and seller acknowledge that each Pe
represents a separate debt instrument and that the Purchase Price (as defined herem) repr
of all the purchase prices for all of the Periodic Payments transferred in the Transaction.
D. As used herein, "Term" means the period beginning with the earlier of the Clos' Date (as
hereinafter defined) or the date of the first Periodic Payment and ending with the last Perio . c Payment
which is the subject of this Agreement. The "Transaction" shall refer to the assignment of t e Periodic
Payments by Seller to Purchaser, as set forth and described in this Agreement. The "Trans ction
Documents" shall refer to this Agreement and any and all other agreements, applications, Ie ters,
contracts, pleadings, affidavits, and other documents executed, signed, and/or submitted by he Seller in
connection with the Transaction. "Court Order" shall refer to the order or judgment render d or to be
.rendered in connection with the court approval of the Transaction in accordance with an ap licable state
statute as provided in Section 5.5.
NOW, THEREFORE, in consideration of the mutual covenants, representations, w anties and
agreements contained in this Agreement and the other Transaction Documents, the receipt d sufficiency
,of which is acknowledged, and subject to the terms, conditions, provisions, and contingencie set forth in
this Agreement and in the other Transaction Doc\1Dlents, the parties agree, covenant, and p omise as
follows:
AGREEMENT
ARTICLE 1
PURCHASE AND SALE OF PERIODIC PAYMENTS
1.1 Purchase and Sale. Seller hereby sells, assigns, transfers, and conveys to the P chaser, and
Purchaser purchases and acquires from Seller, the Periodic Payments. Seller makes such s Ie and
assignment of the Periodic Payments to Purchaser free and clear of any and all right, title, . terest or
claim in or to the Periodic Payments or any lien, pledge, mortgage, security interest, or othe encumbrance
of or in the Periodic Payments of any nature whatsoever (collectively the "Encumbrances").
1.2 Purchase Price. In return for the sale and assignment to Purchaser of Seller's . ght, title, and
interest in the Periodic Payments, and the other promises, covenants, and agreementa of Se er set forth in
this Agreement, including the right of first refusal granted to Purchaser in Section 8.18 bel w, Purchaser
agrees to pay to Seller the amount set forth and described in Exhibit A as the "Purchase Pri .n Purchaser
and Seller agree that the Purchase Price will be allocated among the several Periodic Paym nts as set forth
.in Exhibit A under the heading "Allocation of Purchase Price." Purchaser will pay the Pure ase Price to
Seller on the Closing Date (as defined in Section 2.3 hereof').
1.3 Adiustment of Purchase Price; Advances. The Seller acknowledges and agrees t at the
Purchase Price may be adjusted, if necessary, by subtracting an amount equal to the sum of ;) all Periodic
Payments received by Seller after the date of this Agreement until Closing; plus (ti) any pa ents and
advances made to Seller or made on behalf of Seller to a third party a or prior to Closing. P chaser shall
not be obligated to make any advances to Seller or any payments to third parties on Seller's ehalfprior to
PURCHASE AGREEMENT - Page 2 of 18
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Closing. Any advances and payments to third parties by Purchaser shall be made, if at all, .
sole and absolute discretion.
1.4 Manner of Pavment. The Seller may elect to have the Purchase Price paid by w' e transfer to
such account or accounts of the Seller (maintained in Seller's name) that has been designate by Seller in
writing prior to the Closing, or by a check drawn on any deposit account maintained by the P chaser.
ARTICLE 2
CLOSING
2.1 Closin\! Defined. The closing of the Transaction described in this Agreement (th "Closing")
shall occur on a date designated by the Purchaser, which date shall be as soon as reasonably racticable
after entry of the Court Order and after the Purchaser, in its sole and absolute discretion, ha determined
that all of the conditions and contingencies required by this Agreement and the other Transa
Documents have been satisfied, have occurred, and/or have been performed and complied wi ,as the case
may be, and that no event or condition has occurred or exists that would require this Agreem nt to be
terminated. Seller agrees to cooperate with Purchaser and use Seller's best efforts to secure e Court
Order and close the Transaction in accordance with this Agreement.
2.2 Timin\! of Closin\!. The Seller and the Purchaser understand and agree that ach of them
will be taking various actions necessary to satisfy, perform, and fulfill the conditions and con . gencies
required to close this Transaction and that some conditions and contingencies are subject to arious actions
that must be completed by persons or entities that are not parties to this Agreement G..e. en ofthe Court
Order). It is not possible to predict the precise date on which Closing will occur and Purchas r makes no
representations regarding the specific date of Closing.
2.3 Closin\! Date. The day on which funds representing the Purchase Price (adjuste
as provided in Section 1.2) are paid and delivered to the Seller shall be the "Closing Date."
are to occur on the Closing Date shall, for all purposes, be deemed to occur simultaneously, e
extent that a specific order of occurrence is otherwise prescribed herein.
, if necessary,
events that
cept to the
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
In order to induce Purchaser to enter into this Agreement, pay the Purchase Price
the Periodic Payments, the Seller represents and warrants to the Purchaser as follows:
3.1 Authority and Enforceabilitv. The Seller has all requisite power and authority d has taken
all action necessary to execute and enter into this Agreement and each of the Transaction Do ents, to
conclude the Transaction contemplated in this Agreement, and to perform the Seller's obliga . ons under
this Agreement. This Agreement has been, and each of the Transaction Documents has been r will be by
Closing, duly executed and delivered by the Seller. This Agreement and each ofthe Transa . on
Documents are legal, valid and binding obligations of the Seller enforceable against the Sell r in
accordance with their terms.
3.2 No Breach or Default; No Violation of Law; No Consents. The execution and de
Seller of this Agreement and the Transaction Documents and the closing of the Transaction
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will not: (j) constitute a breach of, or result in a default under, the Settlement Documents; . give rise to a
right of termination or cancellation under the Settlement Documents; or (j;) breach or violat any existing
contract or agreement of the Seller or any obligation of the Seller under any court or admini trative orders,
writs, judgments or decrees; (ill) violate any statute or regulation; or uv) except for the court approval
referenced in Section 5.5, require the consent, authorization, or approval of any other perso ,entity, court,
regulatory agency, administrative body, or any federal, state, local or other governmental ag ncy or
authority .
3.3 The Settlement Documents. True and correct copies ofthe Settlement Docume ts have been,
or will be prior to Closing, provided and delivered to Purchaser. These copies of the Settlem nt Documents
are true and correct and include all amendments, supplements, addendums, or modification to same and
have not been changed or altered in any way. None of the Settlement Documents are in de! t nor have
any ofthem been breached or violated by the parties to same.
3.4 Title to the Periodic Pavments. The Seller owns the Periodic Payments free an clear of any
Encumbrances. Except as specifically and expressly disclosed to Purchaser in writing prior entering into
this Agreement, Seller has not previously sold, transferred, assigned, pledged, encumbered, ortgaged, or
granted a security interest in any of the Periodic Paym!3nts or any of the Settlement Payme . Except as
specifically and expressly disclosed to Purchaser in writing, none of the Periodic Payments 0 Settlement
Payments have ever been attached, levied, foreclosed upon, seized, restricted, or subjected to garnishment
or any other legal process or proceeding. Closing of the Transaction will vest in Purchaser d,
marketable and defensible title to the Periodic Payments, free and clear of any and all Ene brances and
shall divest Seller of all right, title, interest, claim, arid demand, either at law or in equity,' and to the
Periodic Payments.
3.5 CaDacitv; Marital Status; Proof of Identification. Seller has furnished to Purch er true,
correct and complete documents concerning any prior divorce, annulment, marital separatio ,marriage,
premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for bene t of creditors,
or other legal proceeding affecting Seller's capacity or ability to enter into or close this Trans ction or to
transfer or convey title to the Periodic Payments. The true, current marital status of the Sell r is setJorth
in the Due Diligence Disclosure Form executed in connection with this Transaction and the , true, and
correct name and mailing address of Seller's spouse, if any, is also set forth in the Due Dilige ce Disclosure
Form. If Seller has been divorced or if any of Seller's marriages have been annulled prior to e date of
this Agreement, Seller has provided to the Purchaser a true, correct, complete and legible co y of the
Seller's prior divorce or annulment decree(s) and related property settlement/division docum nts and
agreements. Seller shall provide true and accurate copies of Seller's driver's license and/or overnment
issued ID card and Seller's social security identification card or other evidence of Seller's s . security
number acceptable to Purchaser in its sole and absolute discretion. Seller shall also provide Purchaser,
if requested by Purchaser, a copy of a check stub or bank record evidencing Seller's receipt 0 or a direct
deposit of a recent Periodic Payment or Settlement Payment, which shall match and/or corre pond to the
'Settlement Documents.
3.6 No Judlnllents or Actions. Other than those specifically and expressly disclosed Purchaser
by Seller in writing, there are no unsatisfied, outstanding judgments or liens against Seller nd there is no
action, suit, or proceeding pending or threatened against or affecting the Seller or the Seller' assets,
including, without limitation, the Periodic Payments or the Settlement Payments. The Selle has received
no notice (whether oral or written) that any such proceeding is pending or contemplated.
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3.7 No Brokers. Except as specifically disclosed by the Seller in writing, no broker,
has acted in connection with this Agreement or the transactions contemplated by this Agree
brokerage, sales, or other commission or finder's fee shall be earned, due or payable to any p
Purchaser in connection with the Transaction.
3.8 Consultation with Advisors; Seller's Creditors. Seller has been advised by the P
consult with the Seller's financial, accounting, tax and legal advisors in connection with the
and has either (i) consulted with such advisors or Ui) has had the opportunity to do so and ha
and voluntarily chosen not to seek such advice. The execution and delivery of this Agreemen and the
other Transaction pocuments by the Seller and the consummation ofthe Transaction have n t been
concealed from, and will not hinder, delay, or defraud any creditor of the Seller. To the exte that Seller
was required by applicable law to receive, or to the extsnt that Seller has received, independ t
professional advice regarding this Transaction, the person or person with whom Seller cons ed has been
identified by Seller to Purchaser in writing.
ent or finder
ent and no
son by the
3.9 Full Pisclosure; No Adverse Facts. The representations and warranties of the Se er in this
Agreement and in the other Transaction Pocuments and the information furnished to the P chaser and
its representatives in connection with the Transaction do not, and will not at Closing, includ any untrue
or misleading statement of fact. Seller is not aware of any fact or matter which might (i)' . sh the
value of the Periodic Payments or the rights and benefits of the Purchaser to be acquired un r this
Agreement; or Ui) impair or delay the Purchaser's ability to receive and collect the Periodic P yments.
3.10 Pue Pilieence Pisclosure Form. Beneficiaries. and PelJendents. Seller has comp etsd, signed,
and delivered to Purchaser a Pue Piligence Pisclosure Form in connection with the Transac on. All of the
information stated in the Pue Piligence Pisclosure Form is true and correct as of the date of s
Agreement and shall be true and correct at Closing. Seller has disclosed to Purchaser the tr and correct
identity and age of Seller's spouse and all of hislher minor children and other dependents. er has
disclosed to Purchaser the true and correct identity of any beneficiary or other person design ted by Seller
to receive the Settlement Payments and/or Annuity Payments following the death of Seller.
3.11 r or din In80lven r ankru Pr eedin s or t al ro
as set forth in the Due Diligence Disclosure Form, Seller has not been a party to any bankru
reorganization, receivership, insolvency, or Aimil~T proceeding. If Seller has been a party to
proceeding, Seller has provided to Purchaser a true and correct copy ofthe Seller's discharge
proceedings and/or an appropriate court order approving the Transaction contsmplatsd by
ny such
om such
s Agreement.
3.12 Other Oblieations. Other than those obligations specifically and expressly discl
Purchaser by Seller in writing, Seller is not in default on any obligation for child support or
the payment of state, federal, or local taxes, including federal income taxes.
3.13 her A m A si of Other 'ati ns' Ex SIVl, . d
(a) Except as specifically and expressly disclosed to Purchaser in writing in connectio
Transaction, Seller has not, and has not attempted to, sell, assign, transfer, or convey any of
Settlement Payments to any other person or entity, nor has Seller attempted to pledge, encu
mortgage the Settlement Payments with or to any other person or entity. To the extent that ller has
previously had discussions or negotiations with other persons or entities regarding the possib e sale,
'assignment, transfer, mortgage, encumbrance, pledge or other conveyance ofthe Settlement ayments,
Seller hereby represents and warrants that all such discussions or negotiations have ceased d any and
all contracts, agreements, letters of intent and other documents relative to said discussions d/or
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negotiations have been cancelled, terminated, and rescinded. Upon signing this Agreement, Seller shall
deal exclusively with Purchaser regarding the Settlement Payments.
(b) Seller understands, acknowledges, and stipulates that in entering into this Agre ment,
Purchaser is relying upon Seller's representation and covenant that Seller shall deal exclusi ely with
Purchaser regarding the Settlement Payments and the transaction described in this Agree ent. Seller
also understands and acknowledges that Purchaser, upon execution of this agreement, will' cur
substantial costs in time and expenses, in an attempt to continue and finalize its due dilige
requirements, and to secure Court Approval of the agreed upon transaction. Amongst other hings, upon
execution of this agreement, Purchaser shall immediately initiate proceedings in Court to se ure Court
approval of the transaction as contemplated in paragraph 5.5. Purchaser may make advanc s to Seller of a
portion of the Purchase Price (but shall have no obligation to do so under this Agreement) p nding
approval ofthe transaction by way of the Court Order and closing of the transaction as con mplated
herein and shall incur costs and fees in connection with seeking the Court Order. Purchase and Seller
shall use their best efforts to secure the Court Order and close the transaction. In considera . on for
Purchaser's promises and covenants in this Agreement and in return for Purchaser's promi to promptly
initiate proceedings to secure the Court Order, Seller agrees and promises to pay Purchaser third party
transaction fee of $2,625.00 (the "Third Party Fee"), on or before the day that Seller receives proceeds from
Third Party, should Seller desire to pursue an agreement or contract with such a third p relative to a
sale, assignment, transfer, conveyance, or encumbrance of all or a portion of the Settlement ayments (a
"Third Party Transaction") after Seller signs this Agreement. Seller agrees and acknowledg s that any
Third Party Fee is reasonable and proper in order to compensate Purchaser for its costs and xpenses and
is not in the nature of a Penalty. To the extent that any of the Third Party Fee is deemed to e a penalty,
Seller expressly agrees that those charges not so deemed a penalty are enforceable. Pursua t to section 7.2
of this agreement, Seller may cancel this Agreement, with no fee. Notwithstanding section .2 however,
Seller agrees to pay Purchaser said Third Party Fee in the event that Seller enters into an a eement or
contract with a Third Party relative to the Settlement Payments. The parties hereby agree t within
eighteen (18) months from the date this Agreement becomes effective, for purposes of enfor . g this
paragraph 3.13 regarding exclusivity and the Third Party Fee, that it shall be presumed tha Seller has
entered into a Third Party Transaction should Seller enter into a contract with a third party within
eighteen (18) months after Seller cancels this Agreement.
(c) Seller agrees that in the event that a Third Party Fee becomes due and owing to urchaser
under this section 3.13, that Purchaser may receive and collect a portion of the proceeda of y Third Party
Transaction to which Seller is a party. Seller hereby agrees that Purchaser may contact an third party
purchaser involved in a Third Party Transaction and collect the Third Party Fee directly fro said third
party purchaser. Additionally, Seller grants to Purchaser a security interest in any ofthe p ceeds or
expected proceeds of said Third Party Transaction as collateral security for Seller's promises and
agreements under this section 3.13 and agrees that Purchaser may intervene in any court p eding
relative to said Third Party Transaction as an interested party and may assert and pursue a claim for the
Third Party Fee in said proceeding and may seek to have the Court direct thst a portion of e proceeda of
said Third Party Transaction be paid to Purchaser in payment of the Third Party Fee. Selle further
agrees that any Third Party Fee may be collected by Purchaser pursuant to the terms of the pecial
Irrevocable Power of Attorney pursuant to which Purchaser may authorize any financial ins . tution in
which Seller maintains any funds (a "Bank Account") to remit to Purchaser monies equal in mount to any
Third Party Fee, Additionally, Seller hereby grants to Purchaser a security interest in any ank Account
as security for Seller's obligations with respect to any Third Party Fee (including any and all dvances)
and authorizes Purchaser to record all appropriate UCC financing statements or other lien d cument on
Seller's behalf against any such Bank Account and to further contact any such financial inst' ution directly
in order to enforce the promises and obligations of Seller hereunder.
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{d) Notwithstanding section 7.2, in the event Seller fails to honor its promise to sell the
Purchaser the Settlement Payments hereunder for any reason (other than should Seller ente into a Third
Party Transaction) and in consideration for Purchaser's promises and covenants in this Agre ment and in
return for Purchaser's promise to promptly initiate proceedings to secure the Court order, Se er agrees
and promises to pay Purchaser a fee in the amount of $3,000.00 (the "Fee") upon demand ma e by
Purchaser on Seller. Seller agrees and acknowledges that any Fee is reasonable and proper order to
compensate Purchaser for its costs and expenses and is not in the nature of a Penalty. To th extent that
any of the Fee is deemed to be a penalty, Seller expressly agrees that those charges not so de meda
penalty are enforceable. Seller further agrees that any Fee may be collected by Purchaser p SUllnt to the
terms of the Special Irrevocable Power of Attorney pursuant to which Purchaser may autho any
financial institution to remit to Purchaser from any Bank Account monies equal to any Fee . cluding all
Advances) and authorizes Purchaser to record all appropriate UCC financing statements or er lien
document on Seller's behalf against any such Bank Account and to further contact any such ancial
institution directly in order to enforce the promises and obligations of Seller hereunder.
(e) Seller agrees and acknowledges that any other amounts received by Seller from
transaction (i) that were paid by Purchaser to Seller in error for any reason, (n) where subse
receipt of funds by Seller a Court Order is vacated or otherwise overturned or rendered void r any reason
and/or (ii) that were received by Seller directly from the annuity iS,suer and which should ha e been paid
directly to Purchaser under any Court Order (collectively, the "Other Amounts, may be colle d by
Purchaser pursuant to the terms of the Special Irrevocable Power of Attorney pursuant to w . ch Purchaser
may authorize any financial institution to remit to Purchaser from any Bank Account monie equal to any
other amounts and authorizes Purchaser to record all appropriate UCC financing statemen or other lien
document on Seller's behalf against any such Bank Account and to further contact any such cial
'institution directly in order to enforce the promises and obligations of Seller hereunder. Sell r agrees and
acknowledges that it is reasonable and proper to compensate Purchaser for the costa related any other
amounts, and such compensation is not in the nature of a Penalty. To the extent that any ot er amounts
are deemed to be a penalty, Seller expressly agrees that those charges not so deemed a penal are
enforceable.
3.14 Disclosure Statement. Seller acknowledges that Purchaser has previously provi ed to Seller a
disclosure statement prepared and delivered in accordance with applicable law which sets fo certain of
the main terms of the Transaction. Seller has read and understands said disclosure stateme t and has
had the opportunity to review and discuss the disclosure statement and this Transaction wit an attorney,
CPA, accountant, or other professional advisor of Seller's choice. To the extent that applicab law requires
Seller to consult with an attorney, CPA or other licensed professional advisor regarding the ansaction,
Seller has done so and has disclosed to Purchaser, in writing, the name and address of such dvisor.
3.15 Place of Residence. Seller represents and warrants that Seller resides in the St te designated
on page 1 of this Agreement.
ARTICLE 4
ADDITIONAL AGREEMENTS OF THE SELLER
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4.1 Dutv to CooDerate; Periodic Pavmente Held in Trust; Guarantv. Upon Closin of the
Transaction, the Seller shall cooperate with and shall take all reasonable action necessary to rovide the
Purchaser the practical benefits of the bargain under this Agreement, specifically including, ithout
limitation, the duty to deliver immediately to the Purchaser any checks, funds or other form f payment
made under the Settlement Documents which may be hereafter received by the Seller or any ne (other
than the Purchaser) claiming by or through the Seller, to the extent that such payment cons utes a
Periodic Payment. Any such Periodic Payment that is at any time received by the Seller or y person
claiming by, through, or under the Seller (directly or indirectly) shall be received and held by e Seller (or
such other person) in trust for the benefit of the Purchaser. The Seller shall immediately de . er and pay
such Periodic Payments to the Purchaser. After Closing, the Seller shall have no interest in ny Periodic
Payment other than that of a trustee for the benefit of the Purchaser, Seller hereby guaran s the prompt
performance of all of the duties and obligations set forth herein and in all of the Transaction ocuments.
4.2 Seller's Protection of Third Parties. The Seller releases and waives all claims an objections
against each of the Annuity Issuer, the Annuity Owner, the Settlement Obligor and any othe person,
entity, or party obligated under the Settlement Documents to make the Settlement Paymen the Annuity
Payments, and the Periodic Payments (collectively the "Obligors") for (j) making the Periodic Payments to
the Purchaser following entry of the Court Order contemplated in Section 5.5 and Closing of e
Transaction; (jj) for allowing, permitting, facilitating, not opposing, and/or cooperating with e Purchaser
and Seller in connection with the Transaction and this Agreement and entry of the Court Or r; (ill) for
not appearing or objecting in the proceeding in which the Court Order was entered; uv) for f .. g or
refusing to assert any claim that the Periodic Payments were not transferable or assignable; d (v) for
honoring the Court Order. Seller agrees to indemnify, hold harmless and defend the Obligo in connection
with the releases and waivers set forth in this section 4.2 and from and against any future s to or
againstlthe Periodic Payments by any person other than the Purchaser or the Purchaser's la assigns.
4.3 Access to Information. The Seller agrees and hereby authorizes the Pur-chaser
perform credit checks and obtain credit reports on the Seller and secure and perform other' ormation and
investigations including, without limitation, lien searches, searches for abstracts of judgment or other
claims against the Seller, criminal background checks, checks of court records, and contactin Seller's
present and previous employers, landlords, creditors, and references. Seller hereby authorize Purchaser
to contact the Settlement Obligor, the Annuity Issuer, and/or the Annuity Owner and any oth r person or
entity obligated to make the Settlement Payments and/or Annuity Payments to verify any an all
information relative to the Settlement Payments and/or the Annuity Payments. Seller hereb authorizes,
directs, instructe, and consents to the release by the Settlement Obligor, the Annuity Issuer, nd/or the
Annuity Owner and any other person or entity obligated to make the Settlement Payments d/or Annuity
Payments of any and all information to Pm:chaser relative to the Settlement Documents, the ettlement
Payments, and/or the Annuity Payments. The Purchaser shall be under no duty or obligatio to perform
any such check or investigation and the Seller shall place no reliance on the Purchaser's actio in doing
so. Seller further authorizes and consents to Purchaser recording and/or registering informa 'on
regarding this transaction in the National Association of Settlement Purchasers Anti-Fraud tabase.
4.4 Disclosure of MisreDresentations and Breaches. The Seller shall immediately no' the
Purchaser if any of the representations or warranties of the Seller in this Agreement or any 0 the
Transaction Documents are determined by the Seller to have been incorrect, inaccurate, or . leading
when they were made, or which are later determined by the Seller to be incorrect, inaccurate r
misleading.
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4.5 Further Assurances. Seller shall promptly execute all other documents, and pe orm or refrain
from performing such additional acts, as may be necessary or reasonably requested by the P chaser to
conclude the Transaction and to assure the Purchaser's receipt of all of the benefits ofthe Tr nsaction,
including the Periodic Payments.
4.6 This is Not a Loan. THE SALE OF THE PERIODIC PAYMENTS BY THE SE R TO THE
PURCHASER IS AND SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE ASSI NMENT
AND CONVEYANCE BY THE SELLER TO THE PURCHASER OF THE PERIODIC PA NTS, AND
THE SELLER ACKNOWLEDGES AND AGREES THAT THIS TRANSACTION IS NOT I ENDED IN
,ANY RESPECT TO BE A LOAN FROM THE PURCHASER TO THE SELLER OR TO CRE TE ANY
TYPE OF LENDER/BORROWER RELATIONSHIP, PARTNERSHIP OR OTHER JOINT 0 RSHIP
ARRANGEMENT BETWEEN THE SELLER AND THE PURCHASER. UPON THE CLOSI G OF THIS
TRANSACTION THE SELLER SHALL HAVE NO RIGHT OR ABILITY TO FINANCE OR EFINANCE
THE PERIODIC PAYMENTS WITH PURCHASER OR ANY OTHER PERSON OR ENTITY
4.7 Prior or Other Nee:otiations To the extent that Seller has previously engaged in egotiations or
discussions or has signed or executed a contract with other parties or entities regarding the ale,
assignment, transfer, conveyance, mortgage, encumbrance, or pledge of the Periodic Paymen ,Seller has
terminated all such negotiations or discussions and/or has canceled and rescinds all contra , or
agreements with such parties or entities. By signing this Agreement, Seller hereby autho' s Purchaser
to rescind, terminate and cancel, on Seller's behalf, all discussions, negotiations, contracts, a d agreements
with such persons or entities. Seller agrees to work and deal exclusively with Purchaser reg ding a sale
of the Periodic Payments and secure the Court Order.
4.8 Beneficiaries. Seller acknowledges and agrees that Purchaser shall be entitled receive the
Periodic Payments to the exclusions of any beneficiary, heir, executor, representative, or dep ndent of
Seller. To the extent deemed necessary by Purchaser and/or if requested by Purchaser, Selle shall execute
and sign any document, agreement, wsiver, beneficiary change, or other document to reflect, evidence, and
confirm that Purchaser shall be entitled to receive the Periodic Payments to the exclusion of eller and/or
Seller's heirs, beneficiaries, representatives, dependents, and executors. Upon consummati n of this
Transaction, entry of the Court Order, and Closing, Seller and Purchaser agree, acknowledg and confirm
that Seller and any beneficiary, heir, executor, representative and/or dependent of Seller sha be
absolutely and forever divested of any right, title, claim or interest in the Periodic Payments
4.9 No Snecial Relationshin with Purchaser. Seller acknowledges that Purchaser is ot Seller's
agent, representative, or fiduciary and Seller is not Purchaser's customer or client and the 0 y
relationship by and between Seller and Purchaser is an arms length relationship of seller an purchaser
under this Agreement.
ARTICLE 5
CONDITIONS TO CLOSING
The obligations of the Purchaser to effect the Transaction contemplated in this Agre
subject to the performance and satisfaction, prior to the Closing Date, of each of the followin
unless waived in writing by the Purchaser:
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5.1 Deliverv of Documents. The Seller shall have delivered to the Purchaser dul executed
originals (including all attachments and exhibits) of the following documents, each of which hall be in
form, scope and substance satisfactory to the Purchaser in its sole and absolute discretion:
(j) This Agreement, along with all required schedules, exhibits and addendums here
(;j) The Seller's Affidavit certifying certain information about the Seller, in form and ubstance
acceptable to Purchaser, in its sole and absolute discretion;
(fu) The original or true and accurate copies of the Settlement Documents;
(iv) A signed Spousal Consent form; copies of prior divorce and/or annulment decree, including
property divisions and settlements; a current driver's license or government issued I card; a social
security card or other evidence or Seller's social security number, acceptable to Purc aser, in its
sole and absolute discretion; if requested by Purchaser; copies of a recent check, pay ent stub or
bank account records and statements showing a deposit to Seller's account a recent ettlement
Payment
(v) A completed and signed Due Diligence Disclosure Form;
(vi) Executed Irrevocable Special Power of Attorney in favor of the Purchaser, its su cessors,
assignB or designees, and granting, among other powers, the power to endorse and egotiste all
checks and other instruments distributed by the Annuity Issuer, or other person, in ayment of the
Periodic Payments, as provided herein;
remain
(vii) Executed copies of all other agreements, documents, instruments, certificates, inions of
counsel, reports or other writings of any nature whatsoever required by this Agreem nt or deemed
necessary, advisable or desirable by Purchaser to consummate the Transaction.
5.2 Reoresentations And Warranties. All of the Seller's representations and warra
Agreement shall be true and correct on and as of the Closing Date with the same effect as
representations and warranties were made on and as of the Closing Date. All of the Seller's
representations and warranties set forth in this Agreement shall survive the Closing and sh
effective during the Term of this Agreement.
5.3 Performance Of Oblil'(ations. The Seller shall have performed, observed, satisfie
complied with all covenants under this Agreement and the Transaction Documents on or be
Date.
,and
re the Closing
5.4 Absence of Liens. The Purchaser shall perform, at its own expense, such credit hecks and
lien searches on the Seller as the Purchaser deems necessary. Seller grants to, Purchaser e right to
offset from any sums due to the Seller the amount of any lien, or other obligation of Seller t t Purchaser
determines may affect Purchaser's title to and/or her rights to receive the Periodic Payment. If requested
by Purchaser, Seller agrees to obtsin confirmation from the IRS or other taxing authorities t there are
no outstanding federal, state or local tax liabilities, (whether income tax or otherwise) beyon the current
tax year in which this Agreement shall be executed.
5.5 Court Aooroval ofthe Transaction. Seller understands and acknowledges that t
contemplated by this Agreement must be approved by a court of competent jurisdiction in a
e Transaction
ordance with
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an applicable state transfer statute of a state of the United States of America and must be s ctured,
consummated, closed and approved in accordance with certain applicable laws of the Unite States of
America. A further condition and contingency to the Closing of the Transaction is that the urchaser
and/or the Seller shall have procured and/or received a court order, judgment, or decree (th Court Order,
as previously defined) approving the sale, assignment, and transfer of the Periodic Paymen to Purchaser.
Seller shall cooperate with and assist Purchaser, in all respects, to secure said Court Order. If the Court
Order is denied, Purchaser may, but shall have,no obligation to, appeal such denial. If, how ver,
Purchaser does pursue an appeal of such denial, Seller shall fully cooperate and assist Pure aser in
connection with said appeal.
5.6 Other Reauirements. Such other requirements as Purchaser may in writing w rm Seller, in
Purchaser's sole discretion, are required to be satisfied.
ARTICLE 6
WAIVER OF RESTRICTIONS; INDEPENDENT ADVICE; EXEMPTIONS; INDE
TIES
6.1 Restrictions on Assilffiabilitv. Seller acknowledges that, to the extent that the S ttlement
Documents purport to contain any restriction on the ability, right, or power of the Seller to ssign, sell,
transfer, mortgage, encumber, alienate, or convey the Periodic Payments, that such restri . ns were
included in the Settlement Documents for Seller's benefit and not for the benefit or protecti of any other
person. Seller, on behalf of himself and his heirs, beneficiaries, executors, sdminiAtrators, s ccessors, and
legal representatives, hereby WAIVES AND RELEASES all rights and benefits of the Selle in, to, or
under, any and all restrictions on assignability contained in the Settlement Documents. To e extent
that any such restrictions were included to insure favorable tax treatment or benefits for th Seller or for
any other purpose, Seller acknowledges that Seller is not relying upon any representation 0 warranty of
the Purchaser with respect to the tax consequences of the Transaction or the waiver contain d herein.
6.2 IndeDendent Advice. Seller acknowledges and agrees that (j) Seller has had th opportunity to
receive legal, tax, financial, accounting and/or business or personal advice regarding the Tr s8ction from
Seller's own legal, tax, financial, accounting and/or other advisors and has either received s ch advice or
has knowingly and voluntarily waived and declined the opportunity to seek such advice; (ill eller has not
received any financial, accounting, tax,legal, business, or other advice from the Purchaser; d (iv) Seller
has relied solely upon the advice of Seller's own financial, accounting, tax, legal, business ~ther
advisors in entering into this Agreement and consummating the Transactions. SELLER F THER
ACKNOWLEDGES THAT SELLER IS FULLY AWARE OF THE ECONOMIC CONSEQUE CES OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THIS IS AN IMPORT
FINANCIAL TRANSACTION AND SELLER SHODID CONSULT WITH HISIHER OWN
REGARDING SAID TRANSACTION.
6.3 Waiver of ExemDtions. Seller has signed this Agreement and is entering into t
of his own free will and volition and hereby expressly and voluntarily WAIVES imd RELE ES all rights
and benefits of Seller in, to, or under all applicable laws and statutes and all provisions and rinciples of
the common law, regulations, and any constitution which purport to exempt the Periodic Pa ments and/or
any payments due or payable under the Settlement Documents from any claims or damages y, through or
on behalf of Purchaser or its successors or assigns or which exempt the Periodic Payments m execution,
attachment, garnishment, seizure or other process by Purchaser, which may be necessary to enforce this
Agreement or allow Purchaser to receive the practical benefits of the Transaction.
PURCHASE AGREEMENT - Page II of 18
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032449.0001 NEW YORK. 376215 vi
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6.4 Indemnities. The Seller further agrees and covenants (both for Seller and on b half of Seller's
heirs, executors, administrators, representatives, successors, and assigns): (;) to release, ind mnify and
hold the Purchaser harmless from any claim that the Periodic Payment Rights were not assi able; (i;) to
never claim, either in a suit or in the defense of an action by the Purchaser or any other per on, that the
Periodic Payment Rights were not assignable.
6.5 Seller's Protection of Third Parties. Seller acknowledges that the Settleme t Agreement,
Annuity and/or other Settlement Documents may contain provisions that restrict or purpo to restrict the
assignment of the Periodic Payments. Seller hereby (;) releases the Annuity Owner, the uity Issuer,
the Settlement Obligor and all other persons or entities obligated to make the Periodic Pa ents pursuant
to the terms of the Settlement Agreement and/or Annuity from any claims, causes of action, r liability, for
complying with Seller's instructions regarding the Periodic Payments; (i;) releases and w . es all claims,
causes of action, or liability against the Annuity Owner, the Annuity Issuer, and Settleme t Obligor and
all other persons or entities obligated to make the Periodic Payments for failing and refusin to oppose the
Transaction based on the presence of anti'assignment or anti-encumbrance language in e underlying
Settlement Documents or for any other reason; (j;j) for making and sending the Periodi Payments to
Purchaser in accordance with the terms of this Agreement and the Court Order; uv) for allowing,
permitting, facilitating, cooperating with, and/or not opposing the Transaction and en of the Court
Order; (v) for not appearing or objecting in the proceeding in which the Court Order was e tered; (vi) for
failing or refusing to assert that any claim, defense, or position that the Periodic Pa nts were not
transferable or assignable; and (vii) for honoring and complying with the Court Orde. Seller and
Purchaser acknowledge and agree that the Annuity Owner, Annuity Issuer, and/or Settleme t Obligor will
discharge their obligation to make the Periodic Payments due under the Settlement Agr ement and/or
Annuity by delivering said Periodic Payments to Purchaser in accordance with this Agre ment and the
Court Order. Seller agrees to indemnify, hold harmless, and defend the Obligors in conn tion with the
releases and waivers set forth in this section 6.5. Seller and Purchaser agree to indemnify, old harmless,
and defend Obligors from and against any future claims to or against the Periodic Payments by any person
or entity other than the Purchaser and the Purchaser's successors and assigns. Seller a ees that this
protection of third parties shall be binding upon Seller and Seller's heirs, executors, inistrators,
representatives, successors, estate, and any person or entity claiming by, through or under eller (directly
or indirectly), and shall survive the consummation of this Agreement.
ARTICLE 7
TERMINATION & RESCISSION
7.1 Termination. Unless otherwise provided by applicable law or unless agreed or ended in
writing by the Purchaser and the Seller, this Agreement shall automatically terminate one h dred eighty
(180) days from the date hereof if any condition to the Purchaser's obligations hereunder has ot been
satisfied prior to that date, unless the failure to satisfy such conditions is the result of a mate' breach of
this Agreement by the Seller. Provided, however, that if the Purchaser has filed and is wor . g to secure
the Court Order, then this Agreement may not be terminated by Seller until and unless the urt Order
proceeding is resolved and decided, one way or another, except with the written consent of P chaser.
Purchaser may terminate this Agreement at anytime, even after the proceeding to secure the Court Order
has been filed. In the event of termination of this Agreement as provided in this Article, this greement
shall forthwith become void and of no further force or effect, and there shall be no liability or bligation on
the part of any of the parties hereto or any of their respective officers, directors, employees, a ents,
atURtorneys, partnREersE, trustees, paffiliates, or associates, except that the obligations of the partie set fA a in . ,
p CHASE AG MENT - age 12 of 18 ~
032449.0001 NEW YORK: 376215 vi
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Articles 6, 7 and 8 shall survive the termination of this Agreement for a period of five (5) yea s from and
after the date of termination hereof, and except that the obligations of the parties set forth. Article 3,
Section 3.13, shall survive the termination of this Agreement for a period of eighteen (18) mo ths from and
after the date of termination hereof. To the extent that the termination of this Agreement re ults from the
willful breach by the Seller of any of the Seller's representstions, warranties, covenants or a eements set
forth in this Agreement, nothing herein shall prejudice the ability of the Purchaser from see . g damages
from the Seller for any breach of this Agreement, including, without limitation, attorneys' fe s and the
right to pursue any remedy at law or in equity, subject to and in accordance with applicable I w.
7.2 Rescission. Uuless prohibited, expanded, or otherwise provided by applicable la ,Seller shall
have a three (3) day right ofrescission after execution of this Agreement, during which Selle may rescind
and cancel this Agreement without any further duty, liability, or obligation to Purchaser. If pplicable law
provides for a longer period during which the Seller may rescind this Agreement, then Seller shall have
until the end of the time period provided by applicable law to rescind and cancel this Agreem nt without
any further duty, liability, or obligation to Purchaser. Seller must exercise any right of res . sion by
notifying Purchaser, in writing, of Seller's intsnt to rescind and cancel this Agreement wi . the time
period provided by this section 7.2 or applicable law, as the case may be. Notice of Seller's in nt to rescind
and/or cancel the contract shall be timely as long as it is delivered to Purchaser or post-mar ed by the
deadline for exercising such right of rescission and cancellation.
ARTICLE 8
GENERAL PROVISIONS
8.1 Notices. Any notice or demand given under this Agreement shall be given by ill nd
delivering it, (ij) mailing it by certified or registered mail, postage prepaid, return receipt req ested, or (ill)
overnight courier service such as Federal Express, in each case addressed to the Purchaser 0 to the Seller,
at the addresses set forth on age 1 of this Agreement or at such other place as either party m y specify in
writing to the other party.
8.2 Governin" Law. This Agreement, the Transaction Documents, and the rights, du 'es, and
obligations of the parties under said documents and agreements, shall begovemed, interpre d,
construed, and enforced in accordance with the laws ofPA and the United States of America. Venue for
any cause of action arising out of a breach of this Agreement shall be proper in the State or C mmonwealth
ofPA.
8.3 Entire AlZreement. This Agreement, the exhibits, and the Transaction Documen
entire agreement of the Seller and the Purchaser with respect to the Transaction and supers
agreements, arrangements, and understandings relating to the Transaction, whether oral or
8.4 Amendment; W!\i.ver. This Agreement and the Transaction Documents may be
modified; superseded or canceled, and any term, provision, or obligation of this Agreement an
Transaction Documents may be waived, by a written instrument signed by the parties to sam . In the case
of a waiver of an obligation, term, or provision of this Agreement, any such waiver must be in riting and
signed by the party waiving compliance with same. The failure of any party to require perfo ance of any
provision of this Agreement or any of the Transaction Documents shall in no way affect the ri ht to enforce
the same. No waiver by any party of any condition contained in this Agreement or any of the ansaction
Documents, or of the breach of any term, provision, representation, warranty or covenant of s e shall be
PURCHASE AGREEMENT - Page 13 of 18
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032449.00CH NEW YORK 376215 vl
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deemed to be or construed as a further or continuing waiver of any such condition or breach, r as a waiver
of any other condition or of the breach of any other term, provision. representation, warranty or covenant.
8.5 Severabilitv. If any provision of this Agreement or any Transaction Document' held to be to
any extent unenforceable or invalid then the parties hereto agree that such provision shall b deemed to be
modified for purposes of performance of this Agreement or any Transaction Document to the xtent
necessary to render it lawful and enforceable, or if such a modification is not possible withou materially
altering the intention of the parties hereto, then such provision shall be severed from the agr ement or
document for purposes of the performance or enforcement of same. The validity of the rem . . g
provisions of the Agreement and the Transaction Documents shall not be affected by any su modification
or severance. Any such finding of unenforceability or invalidity of a provision or this Agreem nt in any
given jurisdiction shall not prevent the enforcement of any such provision or any other provi on of this
Agreement in any other jurisdiction to the maximum extent permitted by law.
8.6 Availabilitv of Eauitable Remedies. Since a breach of the provisions of this Agre ment by the
Seller could not adequately be compensated by money damages, the Purchaser shall be entitl d, either
before or after the Closing, in addition to any other right or remedy available to the Purchase , to an
injunction restraining such breach or a threatened breach and to specific performance of any uch
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 orde . g of specific
performance.
8.8 Attornevs' Fees and Court Costs. In the event of any action at law or in equity b ween the
parties hereto to enforce any of the provisions hereof, the unsuccessful pa,rty to such action 0 litigation
shall pay to the successful party all costs and expenses. including, without limitation, actual ttorneys'
fees expended or incurred in connection therewith by such successful party; and if the succes ful party
shall recover judgment in any such action or proceeding. such costs, expenses and attorneys' es may be
included in and as a part of such judgment.
8.9 Headin"s; Gender; Numbers; Intel'llretation. All ofthe headings contained in thi Agreement
are for purposes of convenience or reference only, and shall not be deemed to be a part of this greement or
to affect the meaning. construction, interpretation or scope of this Agreement or any of the pr visions
hereof in any way. All references in this Agreement to the masculine. feminine, or neuter ge der, shall,
where appropriate, be deemed to include all other genders. All plurals used in this Agreeme t or any
Transaction Document shall, where appropriate, be deemed to be singular, and vice versa. an shall refer
solely to the parties hereto except where otherwise specifically provided. The normal rule of ntractual
construction that any ambiguities in a contract are to be resolved against the drafting party all not be
-med in the interpretation of this Agreement, any of the Transaction Documents, or any ame ents or
exhibits to same and no presumptions regarding the interpretstion of said documents and a eements
shall be made as a result of the drafting of said agreement and documents.
8.10 SurvivaL All of the representations, warranties. covenants, agreements, indem
obligations, duties, and liabilities of the Seller and the Purchaser set forth in this Agreement d the other
Transaction Documents shall survive until the fifth (5th) anniversary of the Purchaser's actu receipt of
good funds representing the last of the Periodic Payments. and shall not be deemed merged' to the
Transaction'Documents.
8.11 Bindin" Effect. Subject to the restrictions on transfers and encumbrances set fo th herein. all '
:''::::=~:~7':,7::"di'~Of_-'..m~d rho T<~_=Doo '"6)
032449.0001 NEW YORK 376215 vI
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inure to the benefit of and be binding upon and be enforceable by the undersigned parties an their
respective heirs, executors, administrators, representatives, successors and permitted assi
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY 0 HER
TRANSACTION DOCUMENT, IT IS EXPRESSLY INTENDED AND AGREED THAT THE ELLER'S
SALE TO THE PURCHASER OF THE PERIODIC PAYMENT RIGHTS SHALL BE BINDI G ON THE
SELLER'S ESTATE AND THE SELLER'S HEIRS, EXECUTORS, BENEFICIARIES,
REPRESENTATIVES AND ADMINISTRATORS, IRRESPECTIVE OF ANY DESIGNATIO OF THE
SELLER'S ESTATE AS THE BENEFICIARY UNDER THE SETTLEMENT DOCUMENTS.
8.12 Purchaser's RiI,ht to Asshm. The Purchaser (and each and any assignee of t Purchaser)
may assign all of its right, title, and interest in and to this Agreement, the other Transaction Documents,
the Annuity, the Settlement Documents, and the Periodic Payments either before or after th Closing and
without any requirement of prior consent from or notice to the Seller. Without limiting the g nerality of
the foregoing, the Seller shall upon request of the Purchaser or any assignee of the Purchase execute and
deliver,any such documents as the Purchaser or any such assignee may require to effectuate d
consummate the transactions contemplated hereby.
8.13 Recitals Inl'Oroorated. Each of the recitals to this Agreement is hereby inco
included in this Agreement by this reference, as if fully set forth at length.
8.14 Holdback. In the event that the Closing occurs within sixty (60) days of the st scheduled
monthly payment of the Periodic Payments, Purchaser may, in its discretion at Closing, hold in
Purchaser's bank account and deduct from the Purchase Price, an amount equal to no more an the first
two (2) monthly payments to be received by Purchaser hereunder. Upon the receipt by Purc aser of the
first monthly payment from the Annuity Owner (thereby insuring the effective change of Pa ent
address), Purchaser shall immediately release such funds withheld from the Purchase Price the Seller.
Purchaser shall have the right to retain funds sufficient to cover any payments not received y Purchaser,
8.16 MultiDle Orilrinals. This Agreement may be executed in multiple originals, e ch of which
shall be deemed an original Agreement.
8. 17 Usurv Savini'S Clause. THIS IS NOT A LOAN. It is the intention of Purch
that the provisions of this Agreement constitute a purchase and sale of all of Seller's ght, title and
interest in and to the Periodic Payments and it is not, nor should it be construed 'as, a loan. Nonetheless,
in order to protect against any conceivable determination that the conveyance was not ef!; 've, it is the
intent of Purchaser and Seller to conform to and contract in strict compliance with appli ble usury law
from time to time in effect. All agreements between Purchaser and Seller are hereby . ited by the
provisions of this paragraph which shall override and control all such agreements, whether ow existing or
hereafter arising and whether written or oral. In no way, nor in any event or contingency . cluding but
not limited to prepayment, default, demand for payment, or acceleration of the maturity of y obligation)
shall the rate of interest taken, reserved, contracted for, charged or received under this greement or
otherwise, exceed the Maximum Lawful Rate (defined below). If, from any possible cons ction of any
document, interest would otherwise be payable in excess of the Maximum Lawful te, any such
construction shall be automatically reformed and the interest payable shall be automatically educed to the
Maximum Lawful Rate, without the necessity of execution of any amendment or new doc ent. As used
herein, the term "Ml'lyirnum Lawful Rate" means the maximum nonusurious rate of inter per annum
permitted by whichever of applicable United States federal law or applicable state law pe 'ts the higher
interest rate.
PURCHASE AGREEMENT - Page 15 of 18
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032449.0001 NEW YORK 376215 vi
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8.18 Ri..ht of First Refusal. Seller agrees that during the Term, Seller will not se ,assign,
borrow against, pledge, or otherwise encumber anyone or more of the Settlement Payments ot included in
the Periodic Payments assigned to Purchaser without first giving Purchaser written notice 0 the terms of
any such proposed loan or sale, whether such proposal was made orally or in writing. If, wit . ten (10)
business days of receiving such notice, Purchaser informs Seller that it elects to match the rms of any
such proposed loan or sale, then Seller shall execute all documents necessary to consumma such
transaction with Purchaser on those terms. The foregoing right of first refusal shall survive he exercise of
any right of cancellation or rescission that Seller or Purchaser may have under this Agreem t, or
applicable law. This right of first refusal is assignable by Purchaser, however Purchaser m y 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.
PURCHASE AGREEMENT - Page 16 of 18
032449.0001 NEW YORK 376215 vi
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives effective as ofthe date first set forth above.
SELLER:
~ t11101 ~
Richard L. McGuire
j-/q,e5"
Date
-'
Acknowledlrn1ent For
r
State Of P-e..v.l\SY I ~<lHIl"'-- ~
County Of~ )
SS:
I, a Notary Public of the County and State aforesaid, do hereby certify that \ whose
name is signed to the foregoing Purchase Agreement bearing a date of , -I L/ O~ . h s this day
acknowledged the same before me and that said signatory has signed said Purchase Agreem t as said
signatory's free act and deed. Given under my hand this \'-j"tl'\ day of 0-- ~
fl..$'-ra=:l F'1U<f -S'('kdfL
Notarya>vPlic 0 '
State ofJ<e-h~SY IUCH11lA..
PrintNameHere:~! f=f~-ScRc.d~
My Commission Expire. '::>.-c;-- c;--
NOTARIAL S
CRYSTAl FRFf-SCHAOE, NOTARY PUBlIC
MECHANICSBUftG BOlIO., CUMBERLAND co.
MY COMMISSION EXPI DE 2005
PURCHASER: STRUCTURED SETTLEMENT INVESTMENTS, Ltd.
By:
Date
Its:
PURCHASE AGREEMENT - Page 17 of 18
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EXHIBIT A TO PURCHASE AGREEMENT
1. DATE OF PURCHASE AGREEMENT: 12/30/2004
2. PARTIES TO PURCHASE AGREEMENT:
A. Seller -- Richard L. McGuire, 6412 Carlisle Pike Lot#110, Mechanicsburg, PA, 17050, SS : 185-68-9147,
Phone: 717-796-6531
B. Purchaser -- Structured Settlement Investments, Ltd.
666 Fifth A venne, #349
New York City, NY 10103
3. ANNUITY DOCUMENTS INFORMATION:
A. Annuity Issuer: Employers Life Insurance Company of Wausau
B. Annuity Owner: Nationwide Mutual Insurance Company
C. Annuity Policy#: 32 Cert. Number: 1532
D. Annuity Payments: As stated in the annuity contract (or similar document) set fo as ExhibitB to
this Agreement
5. PURCHASE PRICE:
A payment of $20,000.00 due 06/0412008.
$10,981.49
4. PERIODlCPAYMENTS:
6. ALLOCATION OF PURCHASE PRICE: set forth amount of urcbase rice all aled ach a ent
6/4/08
20,000.00
10,981.49
This Exhibit A is incOIporated into and made a part of the Purchase Agreement to which this E
and the other Transaction Documents as if fully set forth and incorporated into said agreements, contracts,
at length. Seller acknowledges that it is hislher intent to assign, sell, transfer, and convey to Purchaser the
Payments described above. Seller acknowledges that the closing and funding of the Transaction descnbe
the Transaction Documents is expressly contingent upon entry of a Court Order, as described in section 5.
Agreement.
it A is attached,
d documents,
eriodic
herein and in
of the Purchase
PURCHASE AGREEMENT - Page 18 of 18
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P A TRANSFER DISCLOSURE
Payee Richard L. McGuire resident of: P A;
A. The effective date of the PURCHASE AGREEMENT shall b
deemed to be the date that the Agreement is signed by the pee.
B. Amounts and due dates of the structured settlement payment to be
transferred: A payment of $20,000.00 due 06/04/2008.
C. Aggregate amount of the structured settlement payments to
transferred: $20,000.00.
D. Gross amount of all expenses, if any, to be deducted from the
to be paid to the payee in exchange for the payments to be
transferred: $0 . No other amounts will be deducted from th
Purchase Price unless, subsequent to the date of this disclosu e,(i)
the payee, in writing, requests Purchaser to advance some p rtion of
the Purchase Price or pay some expense on the Payee's beha and
(ii) the Payee consents, in writing, to have such advance or e penses
deducted from the purchase price.
E. Amount payable to Payee, net of all expenses, in exchange for the
payments to be transferred: $10,981.49. No other amounts wi be
deducted from the Purchase Price unless, subsequent to the d te of
this disclosure,(i) the payee, in writing, requests Purchaser to
advance some portion of the Purchase Price or pay some exp nse on
the Payee's behalf and (ii) the Payee consents, in writing, to h ve
such advance or expenses deducted from the purchase price.
F. Discounted present Value of the payments: $17,126.19;
determined by applying the most recently published (cliscoun ) rate
of 4.40% as of 12/30/2004.
G. YOU WILL BE PAYING THE EQUIVALENT INTEREST TE
OF 19.10% PER YEAR.
Based on the net amount that you will receive from us and th
Amounts and timing of the structured settlement payments t at you
Are transferring to us, if the transferred structured settleme t
'payments were installment payments on a loan, with each pa ment
applied first to accrued unpaid interest and then to principal it
)
would be as if you were paying interest to us of 19.59% per y ar,
assuming funding on the effective date of transfer.
H. The quotient (64.12)% obtained by dividing the net payment mount
by the discounted present value of the payments.
I. You (the Payee) may cancel the Transfer agreement at no co tor
Further Obligation by providing written notice of cancellati to:
Structured Settlement Investments, Ltd.
666 Fifth Avenue # 349
New York, NY 10103-0001
You may cancel the Transfer up to 10 Days from the date up n
which you executed this disclosure.
Hyou redirect this transfer, pursuant to the provisions of
Paragraphs 3.13(b) and 3.13(c) of the Purchase Agreement you ree to
pay our reasonable costs of relying upon this agreement in the a ount
of 25% of the amount payable to the payee or $2,625.00, which c vers
our administrative and legal expenses of seeking court approval or this
transfer. In addition, if you cancel this agreement for any other eason
(other than pursuant to the provision of Paragraph 7.2 ot1the Pu chase
Agreement) after 10 Days business days from the date uppn whi h you
executed this disclosure, you agree to pay our reasonable fee of
$3,000.00.
J. You have the right to obtain independent Professional advice
regarding any federal and state income tax consequences aris ng
from the proposed transfer, in addition to having the right to seek
counsel regarding the proposed transfer and petition. You m y
chose to waive the right to seek such professional advise if yo wish
to do so by advising us in writing.
K. IF YOU FEEL THAT YOU WERE TREATED UNF,URLY
ENTERING INTO TillS AGREEMENT, YOU SHOVLD
THOSE CmCUMSTANCES TO YOUR LOCAL DISTRIC
ATTORNEY OR THE OFFICE OF THE ATTORNEY GE
L. Payment to the Payee pursuant to the transfer agreement is
contingent upon court approval of the transfer agreement.
: )
)
.
M. Payment to Payee pursuant to the transfer agreement will be
delayed up to 30 days or more in order for the court to revie and
approve the transfer agreement.
N. Payee acknowledges receipt of, and acknowledges to have re d and
understood, the above disclosure statement and information
required to be disclosed by Payee's applicable state statute(s)
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Richard L. McGuire
Date
-oS
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IN RE:
RICHARD L. McGUIRE
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 05-880 CIVIL TERM
ORDER OF COURT
AND NOW, this 13th day of April, 2005, final
hearing in this matter is continued until Friday, May 6, 2005,
at 1:00 p.m., to give the Petitioner the opportunity to look
into alternative financing with an interest rate less than 19.1
percent. We have indicated to the purchaser's counsel that he
need not be here at the hearing on May 6, but rather he may
participate by telephone.
By the Court,
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Edward E. Guido, J.
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;~ichard L. McGuire, Esquire
6412 Carlisle Pike, Lot 110
Mechanicsburg, PA 17050 ;>
~bert J. Donohue, Jr., Esquire
Donohue, McKee, Mattson & Green
1100 Township Line Road
Havertown, PA 19083
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DONOHUE, McKEE, MATTSON & GREEN, LTD.
A PROFESSIONAL CORPORATION
ATIORNEYS AT LAW
1100 TOWNSIllP LINE ROAD
TOWNSHIP LINE AND NORTH DREXEL AVENUE
HAVERTOWN, PENNSYLVANIA 19083
CHARLES E. McKEE
JOSEPH T. MAITSON
ROBERT J. DONOHUE. JR.
Honorable Edward E. Guido
Court of Common Pleas
of Cumberland County
Attn:Carl
S, Hanover Street
Carlisle, P A 17103
ROBERT J. DONOHUE
(1934'1999)
..."''''...'''
DELAWARE COUNTY
(610) 853-4400
Fax: (610) 853-1801
May 6, 2005
Re: Petition of Richard L, McGnire
CCP # 05-880
Dear Judge Guido:
I have spoken with your law clerk with respect to the above referenced Petition, and he
informed that you would like something in writing from Mr. McGuire indicating that he wished
to proceed on the Petition. Enclosed please find a Request to Proceed which has been signed by
Mr. McGuire.
If you require any additional documentation please advise.
Thank you for your consideration of this matter.
RJD/kkh
Enclosure
cc: Richard L. McGuire
05/05/2005 16:58 FAX
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D~NDHUE MCKEE MAnso
PAGE e2
IN THE (OURT OF COMM:ON PLEAS OF CUMBERLAND COUNTY, PENNSYLVA.,"'UA
CIVIL DIVISION
....
IN BE:
In ~RD L. McGUIRE
No, 05-880
Civil Term
....
Request to Proc:eed_
1, l :ichard L. McGuire, hereby certify that I am aware of the Petition that was file requesting
the Cow.t :0 approve the l:Il<Mfer of my stnlctured settlement paymClllt rights. I futtber certifY thAt 1
appeared: t a hearing which was held before the Hononble Edward E. Guido on Aprill:;, 200S,
The COL" graciously con1iDued the heariog until May 6,2005 in order to provide me time to see/;;
altemati'" ,financing.
I , Ilrtify that r bllv~ ell:plored the possibility of alternate financing by coftw:Uld two
COlXltllet':: a1 blll)lc& ir1 an attempt to obtain Dlore attractive rates, However, the banb I conta<;fe(l
wwld M ptoVide financina. I, theceforc:, wish to pro<;CCd with the Petition. filed in tbis matter and
respedfl~ 1)/ requut the C.ou(t to enter the Fin.a.l Orderpmwted at theheMi.ng 0.Il Apl'iI13, 2005.
)[ I ndent...d that fills_ sta=enlll ml\d~ herein are aubject to the I"'nalties of 18 Pa. P.S.
*,,904 rd ItWg to unsworn fal.ilication to autborlties,
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Richarcl L, MC("JUire
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ROBERT 1. DONOHUE, JR., ESQUIRE
DONOHUE, McKEE, MATTSON & GREEN
Attorney I.D. #83485
1100 Township Line Road
Havertown, P A 19083
(610) 853-4400
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL V ANlA
CIVIL DIVISION
INRE:
NO. 05-880
RICHARD L. McGUIRE
***
FINAL ORDER
AND NOW, this J 3 J'l^ day of fYLv-r
, 2005 upon the Petitioner's Petition
to Approve the Purchase of a Structured Settlement, any responses thereto, and after a Hearing
held on the 13th day of April, 2005 this Court specifically finds that:
(I) The interested parties in this matter are:
Payee:
Richard L. McGuire
6412 Carlisle Pike, Lot #110
Mechanicsburg, P A 17050
Structured Settlement Obligor:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OH 43215-2220
Annuity Issuer:
Employers Life Insurance Company ofWausau
lIS W. Wausau Avenue
P. O. Box 8013
Wausau, WI 54402-8013
,
(2) the transfer complies with the requirements of 40 PS. Section 4001 et. seq. and will
not contravene other applicable Federal or State Statutes or Regulations;
(3) at least ten (10) days prior to the execution of the Purchase Agreement, Transferee,
Structured Settlement Investments, Ltd., provided Payee a "Disclosure Statement" setting forth
all the requirements contained in 40 P.S. Section 4003(a)(2);
(4) the transfer of the Assigned Payments is in the best interest of the Payee, referenced
in 26 U.S,C. 95891 (b )(2)(A)(ii), taking into account the welfare and support of the Payee's
dependants, if any;
(5) Payee has been noticed in writing by Structured Settlement Investments II, Ltd. to
seek independent professional advise regarding the transfer and has either received the advise or
has knowingly waived the advise in writing;
(6) the transfer has been expressly approved by the Payee, Structured Settlement
Obligor and the Annuity Issuer; or such approval is not required by law;
(7) written notice of the Transferee's name, address and tax identification number was
sent to the Annuity Issuer and the Structured Settlement Obligor and a copy of such notice has
been filed with this Court.
(8) Transferee has provided written notice of the Application to the Annuity Issuer,
Structured Settlement Obligor, and any other interested parties as required by 40 P,S. ~4004.
(9) Jurisdiction and venue are proper for this Court, and proper notices were given to the
Annuity Owner and Annuity Issuer,
.
Based on the foregoing findings, it is hereby ORDERED AND DECREED that the
"Purchase Agreement" attached to the Petition is hereby Approved and no party to this
proceeding shall hereafter refuse to honor this approved transfer.
Employers Life Insurance Company ofWausau and Nationwide Mutual Insurance
Company are hereby Ordered to remit the annuity payment of $20,000.00 under Annuity Policy
#32, Certificate #1532 due on June 4, 2008 to Structured Settlement Investments II, Ltd., or its
registered successors, assigns, affiliates and/or beneficiaries by first class mail, within seven (7)
days of the payment due date, to an address to be designated in writing by Structured Settlement
Investments II, Ltd, or its successors and/or assigns.
It is further Ordered and Decreed that the Assigned Payments shall be paid to Structured
Settlement Investments II, Ltd., or its registered successor, assigns, affiliates and/or beneficiaries,
regardless of whether the Payee is living or deceased when the Assigned Payment becomes due.
It is further Ordered and Decreed that Structured Settlement Investments II, Ltd" or its
registered successors and/or assigns, may change the payment address where the Assigned
Payments are to be sent without further Order of this Court,
Nationwide Mutual Insurance Company and Employers Life Insurance Company of
Wausau are directed to issue a formal acknowledgment letter of the transfer within twenty (20)
days of the receipt of this Order. The formal acknowledgment letter shall be delivered to
Structured Settlement Investments II, Ltd. 666 Fifth Avenue, #349, New York, NY 10103-0001.
--..........
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