Exhibit 4.5


 


Execution Version


 


FIRST AMENDMENT TO
CREDIT AGREEMENT


 


This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of May 31, 2013, among Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent
Borrower”), Jefferies Finance LLC, as Delayed Draw Lender (in such capacity,
the “Delayed Draw Lender”) and Jefferies Finance LLC, as Administrative Agent for, and on behalf of, the Lenders (as
defined below) (in such capacity, the “Administrative Agent”).


 


R E C
I T A L S:


 


A.               
The Parent Borrower, J.G. Wentworth, LLC (“Holdings”),
the lenders from time to time party thereto (the “Lenders”)
and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 8, 2013 (the “Credit
Agreement”).


 


B.                
The Borrower wishes to amend the Credit Agreement to, among other things, provide for the making of additional term loans
by the Delayed Draw Lender to the Parent Borrower and to permit the payment by the Parent Borrower of a dividend from the proceeds
of such additional term loans.


 


C.                
Accordingly, the Parent Borrower, Holdings, the Delayed Draw Lender, the Administrative Agent and the Lenders party hereto
desire to amend the Credit Agreement pursuant to Section 11.12 thereof in order to modify certain provisions thereof in accordance
with and subject to the terms and conditions set forth below.


 


Section 1  Definitions
and Interpretation.


 


1.1             
Definitions. Unless otherwise defined in this Amendment, capitalized
terms used herein shall have the meanings given to them in the Credit Agreement.


 


1.2             
Interpretation. This Amendment shall be construed and interpreted
in accordance with the rules of construction set forth in Sections 1.02, 1.03 and 1.04 of the Credit Agreement.


 


Section
2  Amendment to Credit Agreement. As of the First Amendment Effective Date, the Credit Agreement is hereby amended
as follows:


 


2.1             
Amendments to Section 1.01.


 


(a)                 
Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order:


 


“Delayed
Draw Funding Fee” has the meaning set forth in Section
2.13(h).


 


“Delayed
Draw Lender” means Jefferies Finance LLC.



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“Delayed
Draw Term Loan” means the Term Loan made by the Delayed Draw Lender on the First
Amendment Effective Date pursuant to Section 2.03(b).


 


“First
Amendment” means that certain First Amendment to Credit Agreement, dated May
31, 2013 among the Parent Borrower, the Delayed Draw Lender, and the Administrative Agent.


 


“First
Amendment Effective Date” has the meaning set forth in Section 3.1 of the First
Amendment, which shall be May 31, 2013.


 


“Specified
Dividend” means a single dividend paid by the Parent Borrower on or prior to
the date which is ten (10) Business Days following the First Amendment Effective Date in an amount not to exceed $150,000,000.


 



(b)                
Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Initial Term Loans” in
its entirety and replacing it with the following:


 


“Initial
Term Loans” means the Term Loans made on the Closing Date pursuant to Section
2.03(a) and the Delayed Draw Term Loan made on the First Amendment Effective Date
pursuant to Section 2.03(b).


 


(c)                 
Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Transactions” in its entirety
and replacing it with the following:


 


“Transactions”
means, collectively, (a) the making of the Permitted Dividend, (b) the funding of the Initial Term Loans on the Closing Date and
the execution and delivery of Loan Documents entered into on the Closing Date, (c) the Closing Date Refinancing, (d) the execution
of the First Amendment and the funding of the Delayed Draw Term Loan, (e) the making of the Specified Dividend and (f) the payment
of any fees or expenses incurred or paid by the Sponsor, Parent Borrower or any of its (or their) Subsidiaries in connection with
the foregoing.


 


2.2             
Amendment to Section 2.03. The Credit Agreement is hereby amended
by deleting Section 2.03 in its entirety and replacing it with the following:


 


Section
2.03Term Loans.


 


(a)                  Initial
Term Loans on the Closing Date. On the Closing Date, each Lender that has a Term
Commitment severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Parent
Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in
the entire amount of each Lender’s Term Commitment; (ii) may, except as set forth herein, at the option of the
Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans,
in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist
of Term Loans of the same Type; (iii) shall be repaid in accordance with Section 2.15(b);
and (iv) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such
Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan
Commitment.



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(b)                
Delayed Draw Term Loans.On the First Amendment Effective Date,
the Delayed Draw Lender agrees, subject to the terms and conditions set forth in this Agreement, to make a Term Loan to the Parent
Borrower in the amount of $150,000,000 (the “Delayed Draw Term Loan”),
which Delayed Draw Term Loan: (i) can only be incurred on the First Amendment Effective Date; (ii) may, except as set forth herein,
at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or
Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing
shall consist of Term Loans of the same Type; and (iii) shall be repaid in accordance with Section 2.15(b).
From and after the First Amendment Effective Date, the Delayed Draw Term Loan will be deemed an Initial Term Loan for all purposes
under this Agreement; provided, however,
that solely for the purpose of calculating the yield on the Initial Facilities pursuant to Section
2.18, the Delayed Draw Term Loan shall be deemed to have been issued with
the same original issue discount and/or upfront fee percentage paid to all Lenders applicable to the Initial Term Loans funded
on the Closing Date.





 


(c)                 
Incremental Term Loans, Extended Term Loans and Refinancing
Term Loans. Each Lender having an Incremental Term Loan Commitment, Extended Term
Loan Commitment or Refinancing Term Loan hereby severally, and not jointly, agrees on the terms and subject to the conditions set
forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or Refinancing Agreement to
make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable to the applicable Borrower, in an aggregate
principal amount not to exceed its Incremental Term Loan Commitment or Extended Term Loan Commitment, as applicable.





 


(d)                
Additional Provisions.The Term Loans to be made by each Lender
will be made by such Lender in accordance with Section 2.09 hereof. Amounts
repaid or prepaid in respect of Initial Term Loans (including the Delayed Draw Term Loan), Incremental Term Loans or Extended Term
Loans may not be reborrowed.





 


2.3             
Amendment to Section 2.09(b). The Credit Agreement is hereby amended
by deleting Section 2.09(b) in its entirety and replacing it with the following:


 


(b)
Borrowings Pro Rata. Except with respect to the making of Swing Loans by
the Swing Line Lender, all Loans hereunder shall be made as follows: (i) all Revolving Loans made, and LC Participations acquired
by each Lender, shall be made or acquired, as the case may be, on a pro rata basis based upon each Lender’s Revolving Facility
Percentage of the amount of such Revolving Borrowing or Letter of Credit in effect on the date the applicable Revolving Borrowing
is to be made or the Letter of Credit is to be issued; (ii) all Initial Term Loans (other than the Delayed Draw Term Loan) shall
be made by the Lenders having Initial Term Commitments pro rata on the basis of their respective Initial Term Commitments; (iii)
the Delayed Draw Term Loan shall be made by the Delayed Draw Lender; and (iv) all Extended Term Loans shall be made by the Lenders
having Extended Term Loan Commitments pro rata on the basis of their respective Extended Term Loan Commitments.


 


2.4             
Amendment to Section 2.13. Section 2.13 is hereby amended by adding
the following new paragraph 2.13(h) at the end thereof:


 


(h)Delayed
Draw Funding Fee. The Parent Borrower agrees to pay the fee payable pursuant to that
certain Fee Letter, dated as of May 31, 2013, between the Parent Borrower and the Delayed Draw Lender (the “Delayed
Draw Funding Fee”).


 


2.5             
Amendment to Section 5.06(a). The Credit Agreement is hereby amended
by deleting Section 5.06(a) in its entirety and replacing it with the following:


 


(a)                 
The proceeds of the Initial Term Loans (other than the Delayed Draw Term Loan) shall be used, in part, to finance the Transactions.
The proceeds of the Delayed Draw Term Loan shall be used (i)
to fund the Specified Dividend in accordance with Section 7.05(m), (ii)
to pay fees and expenses in connection with the First Amendment and the SpecifiedDividend and (iii) for the Parent Borrower’s
and its Subsidiaries’ general corporate purposes.



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2.6             
Amendment to Section 6.11 The Credit Agreement is hereby amended
by deleting Section 6.11 in its entirety and replacing it with the following:


 


Section
6.11Use of Proceeds. The Parent Borrower will use the proceeds of the
Loans on and after the Closing Date as set forth in Section 5.06.





 


2.7             
Amendment to Section 7.05. Section 7.05 is hereby amended by (i)
deleting the word “and” from the end of paragraph (k) thereof, (ii) deleting the period at the end of paragraph (l)
thereof and replacing it with a semicolon, followed by the word “and” and (iii) adding following new paragraph
(m) at the end thereof:


 


(m)               
so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Specified Dividend
shall be permitted.


 


Section 3  Effectiveness.


 


3.1             
Conditions Precedent. The effectiveness of the amendments set forth
in Section 2 above and the funding of the Delayed Draw Term Loan shall be
conditioned on the satisfaction not later than three Business Days after the date hereof of the following conditions precedent
(such date upon which all such conditions have been satisfied is referred to herein as the (the “First Amendment
Effective Date”)):


 


(a)                 
this Amendment shall have been executed by the Parent Borrower, the Delayed Draw Lender and the Administrative Agent and
Lenders constituting the Required Lenders shall have consented to this Amendment by executing a Lender Addendum in the form attached
hereto as Attachment 2, and counterparts hereof and thereof as so executed
shall have been delivered to the Administrative Agent;


 


(b)                
upon and after giving effect to this Amendment, the making of the Delayed Draw Term Loan and the use of the proceeds thereof,
(i) all of the representations and warranties set forth in Section 4 below
will be true and correct in all material respects (or, if qualified by “materiality,” “Material Adverse Effect”
or similar language, in all respects (after giving effect to such qualification)) as of such date, except to the extent that such
representations and warranties expressly relate to an earlier specified date or period, in which case such representations and
warranties shall have been true and correct in all material respects as of the date when made or for the respective period, as
the case may be, and (ii) no Default or Event of Default shall exist;


 


(c)                 
the Parent Borrower shall have paid all reasonable legal fees and expenses of the Administrative Agent in connection with
the preparation, negotiation and execution of this Amendment, and any other documents being executed or delivered in connection
therewith;


 


(d)                
the Parent Borrower shall have paid to Administrative Agent for the account of each Lender party hereto an amendment fee
in the amount of 0.25% of the principal amount of such Lenders’ outstanding Loans and Commitments, which amendment fee will
be in all respects fully earned, due and payable upon the funding of the Delayed Draw Term Loan and non-refundable and non-creditable
thereafter;


 




(e)                   
the Parent Borrower shall have paid the Delayed Draw Funding Fee;


 


(f)                   
the Guarantors shall have executed and delivered the reaffirmation of the Guaranty attached hereto as Attachment
1;


 


(g)                
the Administrative Agent shall have received certified copies of the resolutions of the Board of Directors (or similar governing
body) of the Parent Borrower evidencing approval of this Amendment and the incurrence of the Delayed Draw Term Loan;



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(h)                
the Administrative Agent shall have received executed opinions of the Parent Borrower’s counsel addressed to the Administrative
Agent and the Lenders and dated as of the First Amendment Effective Date in form and substance substantially similar to the opinion
of the Parent Borrower’s counsel delivered on the Closing Date after taking into account the nature of this Amendment;


 


(i)                  
the Administrative Agent shall have received certified copies of the limited liability company agreement and other applicable
governing documents of the Parent Borrower (or a certificate of an Authorized Officer of the Parent Borrower stating that such
documents have not been modified since the Closing Date and are in full force and effect) and a good standing certificate from
the Secretary of State of Delaware, dated as of a recent date, certifying as to the good standing of the Parent Borrower;


 


(j)                  
the Administrative Agent shall have received a solvency certificate executed by a Financial Officer of the Parent Borrower
substantially in the form of Exhibit D to the Credit Agreement (with appropriate changes to reflect the nature of this Amendment);
and


 


(k)                
each of the requirements set forth in Section 4.02 of the Credit Agreement shall have been satisfied with respect to the
Delayed Draw Term Loan.


 


Section 4  Representations
and Warranties. The Parent Borrower hereby represents and warrants to the Administrative Agent and the Lenders party hereto
as follows:


 


4.1             
Existence. It is a duly organized or formed and validly existing
limited liability company in good standing under the laws of its jurisdiction of formation.


 


4.2             
Power and Authority. It has the legal power and authority to execute
and deliver this Amendment and perform its obligations hereunder.


 


4.3             
No Contraventions. The execution and delivery of this Amendment and
the performance and observance by the Parent Borrower of the provisions hereof will not (a) violate or contravene its Organizational
Documents or any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority
applicable to the Parent Borrower or its properties and assets or (b) conflict with or result in a breach or contravention of any
provision of, or constitute a default under, any contract binding upon or enforceable against the Parent Borrower or any of its
properties or assets.


 


4.4             
Valid and Binding Agreement. This Amendment has been duly executed
and delivered by the Parent Borrower. Upon satisfaction of the conditions set forth in Section 3.1
above, this Amendment shall constitute a valid and binding agreement of the Parent Borrower, enforceable against it in accordance
with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally.


 


4.5              Credit
Agreement Representations. The representations and warranties of the Credit
Parties contained in the Credit Agreement as amended hereby are true and correct in all material respects (or, if qualified
by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving
effect to such qualification)) as of the First Amendment Effective Date, except to the extent that such representations and
warranties expressly relate to an earlier specified date or period, in which case such representations and warranties
shall have been true and correct in all material respects as of the date when made or for the respective period, as the case
may be.



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4.6             
No Default or Event of Default. As of the First Amendment Effective
Date, no Default or Event of Default exists and is continuing, nor will occur immediately after giving effect to this Amendment,
the making of the Delayed Draw Term Loan and the use of the proceeds thereof.


 


4.7             
No Consents. No consent or authorization of, filing with, notice
to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with this Amendment,
or the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings
and notices which have been obtained or made and are in full force and effect.


 


Section 5  Miscellaneous.


 


5.1             
Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.


 


5.2             
Survival of Representations and Warranties. All representations and
warranties made hereunder shall survive the execution and delivery of this Amendment.


 


5.3             
Severability. Any provision of this Amendment that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


5.4             
Headings. The headings, captions and arrangements used in this Amendment
are for convenience only and shall not affect the interpretation of this Amendment.


 


5.5             
Loan Documents Unaffected. Each reference to the Credit Agreement
in any Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. This Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party
under, the Credit Agreement or any other Loan Document. Except as herein otherwise specifically provided, all provisions of the
Credit Agreement and the other Loan Documents, and the guarantees, pledges and grants of security interests, as applicable, under
each of the Security Documents, are hereby reaffirmed and ratified and shall remain in full force and effect, shall continue to
accrue to the benefit of the Secured Parties and shall be unaffected hereby. This Amendment is a Loan Document.


 


5.6             
Expenses. As provided in and subject to the limitations of Section
11.01 of the Credit Agreement, the Parent Borrower agrees to pay all reasonable costs and expenses incurred by the Administrative
Agent in connection with the preparation, negotiation, and execution of this Amendment, including without
limitation the reasonable costs and fees of the Administrative Agent’s legal counsel.


 


5.7             
Entire Agreement. This Amendment, together with the Credit Agreement
and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all
oral representations and negotiations and prior writings with respect to the subject matter hereof.


 


5.8             
Acknowledgments. Each of Holdings and the Borrower hereby acknowledges that:





 


(a)                 
it has been advised by counsel in the negotiation, execution and delivery of this Amendment and the other Loan Documents;



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(b)                
neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Parent Borrower or any
Credit Party arising out of or in connection with this Amendment or any of the other Loan Documents, and the relationship between
the Administrative Agent and the Lenders, on one hand, and the Parent Borrower and the other Credit Parties, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)                 
no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Parent Borrower and the Lenders.


 


5.9             
Counterparts. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when
taken together shall constitute one and the same agreement. Transmission by a party to another party (or its counsel) via facsimile
or electronic mail of a copy of this Amendment (or a signature page of this Amendment) shall be as fully effective as delivery
by such transmitting party to the other parties hereto of a counterpart of this Amendment that had been manually signed by such
transmitting party.


 


5.10         
Governing Law. THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE BORROWER
AND HOLDINGS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK GOVERNS THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS.


 


5.11         
Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.


 


[SIGNATURE PAGE FOLLOWS.]



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered
by their proper and duly authorized officers as of the
day and year first above written.


 


	 	ORCHARD ACQUISITION COMPANY, LLC,
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


[Signature
Page to First Amendment]



    	8



    	 



    




 


	 	JEFFERIES FINANCE LLC, as Administrative Agent and on behalf of the Lenders
	 	
	 	By:	/s/ J. Paul McDonnell
	 	Name:	J. Paul McDonnell
	 	Title:	Managing Director





 


	 	JEFFERIES FINANCE LLC, as Delayed Draw Lender
	 	  
	 	By:	/s/ J. Paul McDonnell
	 	Name:	J. Paul McDonnell
	 	Title:	Managing Director





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REAFFIRMATION OF GUARANTY


 


By
its execution and delivery of this reaffirmation (this “Reaffirmation of Guaranty”),
each of the undersigned Guarantors hereby acknowledges and agrees, as of May 31, 2013, to that certain First Amendment to Credit
Agreement dated as of May 31, 2013, among Orchard Acquisition Company, LLC, a Delaware limited liability company (the “Parent
Borrower”), Jefferies Finance LLC, as Delayed Draw Lender and Jefferies Finance
LLC, as Administrative Agent for and on behalf of the Lenders (the “Amendment";
capitalized terms used without definition herein have the meanings set forth in the Amendment), and reaffirms the Guaranty dated
as of February 8, 2013 among the Parent Borrower, J.G. Wentworth, LLC, the subsidiaries of the Parent Borrower party thereto, and
Jefferies Finance LLC, as Collateral Agent thereunder, for the benefit of the Secured Creditors (as defined therein).


 


[SIGNATURE PAGE FOLLOWS.]



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IN
WITNESS WHEREOF, each of the parties hereto has caused
this reaffirmation to
be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above written.


 


	 	ORCHARD ACQUISITION COMPANY, LLC,
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G. WENTWORTH, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACHHI LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACH HOLDINGS, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G.WENTWORTH STRUCTURED SETTLEMENT FUNDING II, LLC
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


[Signature Page
to Reaffirmation]



    	11



    	 



    




 


IN
WITNESS WHEREOF, each of the parties hereto has caused
this reaffirmation to
be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above written.


 


	 	ORCHARD ACQUISITION COMPANY, LLC,
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G. WENTWORTH, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACHHI LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACH HOLDINGS, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G.WENTWORTH STRUCTURED SETTLEMENT FUNDING II, LLC
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


[Signature Page
to Reaffirmation]



    	12



    	 



    




 




	 	J.G. WENTWORTH, S.S.C. LIMITED PARTNERSHIP
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, as its General Partner
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


	 	GREEN APPLE MANAGEMENT COMPANY, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G. WENTWORTH MANAGEMENT COMPANY, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACHTREE ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


[Signature Page
to Reaffirmation]



    	13



    	 



    




 




	 	J.G. WENTWORTH, S.S.C. LIMITED PARTNERSHIP
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, as its General Partner
	 	 
	 	By:	 
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


	 	GREEN APPLE MANAGEMENT COMPANY, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	J.G. WENTWORTH MANAGEMENT COMPANY, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	PEACHTREE ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 
	 	By:	 
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


[Signature Page
to Reaffirmation]



    	14



    	 



    




 




	 	J.G. WENTWORTH ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


	 	PEACHTREE SETTLEMENT FUNDING, LLC
	 	 
	 	By:	Peachtree Originations, LLC, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President



 


	 	SETTLEMENT FUNDING, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	LOTTERY ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President





 






 


[Signature Page
to Reaffirmation]

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	 	J.G. WENTWORTH ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC,  its General Partner
	 	 
	 	By:	 
	 	Name:	Rebecca Howell
	 	Title:	Vice President





 


	 	PEACHTREE SETTLEMENT FUNDING, LLC
	 	 
	 	By:	Peachtree Originations, LLC, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC,  its General Partner
	 	 
	 	By:	 
	 	Name:	Rebecca Howell
	 	Title:	Vice President



 


	 	SETTLEMENT FUNDING, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 


	 	LOTTERY ORIGINATIONS, LLC
	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 	 
	 	By:	/s/Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President





 






 


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    	16



    	 



    




 


	 	LOTTERY FUNDING, LLC
	 	 
	 	By:	Lottery Originations, its Designated Manager
	 	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 	 
	 	By:	/s/ Rebecca Howell
	 	Name:	Rebecca Howell
	 	Title:	Vice President



 


	 	PEACHTREE FUNDING NORTHEAST, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	PEACHTREE PRE-SETTLEMENT FUNDING, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	PSF HOLDINGS, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	TATS LICENSING COMPANY, LLC
	 	 
	 	By:	 
	 	Name:	Randi Sellari
	 	Title:	President



 








 


[Signature Page
to Reaffirmation]



    	17



    	 



    

 


	 	LOTTERY FUNDING, LLC
	 	 
	 	By:	Lottery Originations, its Designated Manager
	 	 	 
	 	By:	J.G. Wentworth S.S.C., Limited Partnership, its Sole Member
	 	 	 
	 	By:	J.G. Wentworth Sructured Settlement Funding II, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	Rebecca Howell
	 	Title:	Vice President



 


	 	PEACHTREE FUNDING NORTHEAST, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	PEACHTREE PRE-SETTLEMENT FUNDING, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	PSF HOLDINGS, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President



 


	 	TATS LICENSING COMPANY, LLC
	 	 
	 	By:	/s/ Randi Sellari
	 	Name:	Randi Sellari
	 	Title:	President



 








 


[Signature Page
to Reaffirmation]



    	18