Exhibit 10.4

 



CUSTODIAL AGREEMENT


 


This Custodial Agreement (this “Agreement”)
is effective as of July 12, 2011 (the “Effective Date”), by and between J.G. Wentworth, LLC, a Delaware limited
liability company (“JGW”), and Peach Group Holdings Inc., a Delaware corporation (“Peach Group”).
JGW and Peach Group may each be individually referred to as a “Party” in this Agreement and collectively as the “Parties”.


 


WITNESSETH:


 


WHEREAS, the Parties are parties
to that certain Agreement and Plan of Merger, dated as of February 19, 2011, by and among JGW, Peach Group, Peach Acquisition
LLC, Peach Holdings, Inc. and Orchard Acquisition Company, as amended (the “Merger Agreement”) (capitalized
terms have the meaning assigned to them in the Merger Agreement unless otherwise defined herein);


 


WHEREAS, in connection with the
Merger Agreement, the entities listed on Schedule A attached hereto will be retained as assets of Peach Group following
the Closing;


 


WHEREAS, except as provided in
Section 4 below, the infrastructure, forms, research, pricing or other models, know-how, policies and procedures and any
other assets reasonably necessary or useful in conducting a life settlement business (the “Infrastructure Assets”)
are assets of Settlement Funding, LLC and ownership thereof will not be impacted or affected by the terms of this Agreement;


 


WHEREAS, in connection with the
Merger Agreement, the Parties have agreed for a limited period of time after the Closing to maintain and provide access
to the documents specified herein; and


 


WHEREAS, JGW is willing to provide,
or cause its Subsidiaries to provide, and Peach Group desires to contract for, certain document maintenance and storage
services, upon the terms and subject to the conditions set forth herein.


 


NOW THEREFORE, in consideration of the mutual agreements
and covenants herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:


 


1. SERVICES 


 


1.1Services Provided. JGW shall
provide (or shall cause its Subsidiaries to provide) the records storage services further described herein (the “Services”)
with respect to all books, records and financial, operating and tax data and documents (including the records listed on Schedule
A attached hereto) (the “Records”) of the entities listed on Schedule A for the periods of
time specified on Schedule A or, if not so specified, until the end of the Term (as defined below); provided, however,
that any Records of TitleMasters Holding, LLC and its subsidiaries (“TitleMasters”) as listed on Schedule
A (but not including any assets or related rights of TitleMasters which were previously transferred to Peach PDA Co., LLC and
which are not subject to the terms hereof) shall only be subject to the terms of this Agreement in the event of a


 






    	 



    	 



    

completed wind up of the operations of TitleMasters pursuant
to the terms of that certain Letter Agreement, dated February 19, 2011 (the “TitleMasters Side Letter”), by
and among JLL Partners Inc., JGW, Peach Acquisition LLC and PGHI; provided, further that in the
event such completed wind up does not occur, the Parties hereby agree that all references to
TitleMasters and its Records shall be deemed removed from Schedule A. JGW shall notify Peach Group at least (30) business
days prior to the end of a period of time specified on Schedule A in advance of destroying any Records, in order to provide
Peach Group with the opportunity to copy such Records (at Peach Group’s sole cost and expense).


 


1.2Authorization. Peach Group
shall provide JGW with a written list of all employees, independent contractors and/or agents that Peach Group has authorized
to access the Records on Peach Group’s behalf (“Authorized Users”), and shall send written notice to JGW
of any changes to such list. The Parties acknowledge that JGW’s or its Subsidiaries’ delivery of the Records to any
individual or entity set forth in the then-current list of Authorized Users shall constitute delivery to Peach Group.


 


1.3Records Access and Maintenance.
Upon five (5) business days’ prior written notice from Peach Group or an Authorized User, JGW shall, or shall cause
its Subsidiaries to, provide Peach Group and its Authorized Users reasonable access to the Records on business days during normal
business hours to access, review and copy (at Peach Group’s sole cost and expense) the Records for the following limited
purposes (the “Permitted Uses”): (a) to satisfy its obligations as master servicer as contemplated in the Merger
Agreement, and for any regulatory matters related thereto; (b) to defend or prosecute the LSC Matters, or for any other purpose
relating to resolving the LSC Matters; (c) to defend or prosecute any future litigation or obligation or pursue any right under
any financing facility in respect of any life settlement asset or Peach Distribution Asset owned by Peach Group as of the date
hereof; and (d) to defend or prosecute any future litigation or obligation in respect of, and for any regulatory matters related
to, TitleMasters and the TitleMasters Business. Under no circumstances shall Peach Group or its Affiliates use the Records to originate
or acquire new life settlements. For the avoidance of doubt, JGW shall be entitled to use the Records (i) to originate and acquire
new life settlement business and (ii) to act as sub-servicer for Peach Group. JGW shall, and shall cause its Subsidiaries to, use
commercially reasonable efforts to maintain and protect the Records during the Term.


 


2. MANNER OF PERFORMANCE; NATURE OF RELATIONSHIP; IDENTIFICATION,
SEGREGATION AND FURTHER ASSURANCES


 


2.1Manner of Performance. JGW
or its Subsidiaries shall perform the Services in a professional manner with commercially reasonable skill, care and diligence,
and in compliance with applicable Laws. JGW shall have no liability hereunder for any actions it takes at the direction or authorization
of Peach Group.


 


2.2Subcontracting. JGW and its
Subsidiaries shall be permitted to subcontract the performance of Services or any of its other obligations hereunder; provided,
that (i) any such subcontractor shall agree to be bound by the terms of this Agreement to the same extent as if they were parties
hereto and (ii) JGW and its Subsidiaries shall be responsible for any failure to comply with the terms of this Agreement by its
subcontractor (to the extent JGW would be responsible if it were to have failed to comply) and take at its sole expense all reasonable
measures (including court proceedings) to restrain its subcontractor from prohibited or unauthorized disclosure or use of the Records.


 






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2.3Relationship.
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership,
agency, fiduciary or employment relationship between the Parties. 


 


2.4Identification and Segregation.
Peach Group, at its sole cost and expense, agrees to assist JGW during the six month period following the point in time JGW identifies
a liaison pursuant to the last sentence of this Section 2.4 (the “Identification Period”) to identify
the location and format of each of the Records that will be covered by this Agreement so that JGW can segregate all Records covered
by this Agreement. Peach Group also agrees to cooperate with JGW to narrow the scope and description of the Records required to
be maintained under the Litigation Hold Notices (as that term is defined in Exhibit 1 to Schedule A) so that those
Records may also be identified and segregated. In furtherance and not in limitation of the foregoing, Peach Group will make Craig
Lessner, or such other person or persons who have knowledge of these Records and any related Litigation Hold Notices and the underlying
litigation, available to JGW, at Peach Group’s sole cost and expense, to complete this work during the Identification Period,
it being understood and agreed that only those Records that can be identified and segregated during the Identification Period
will be covered by this Agreement. Within thirty days of the Closing, JGW will identify a liaison to manage the process from JGW’s
side and that person (or any other person subsequently identified by JGW as its liaison) will be the sole contact with Peach Group
with respect to access to the Records and other actions required by JGW under this Agreement.


 


2.5Further Assurances. In case
at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement,
each of the Parties will take such further action (including the execution and delivery of such further instruments and documents)
as any other Party reasonably may request.


 


3. PAYMENT 


 


3.1Fees. Peach Group shall pay
the fees set forth in Schedule B hereto (“Fees”). All Fees shall be due and payable
within five (5) business days after the date of Peach Group’s receipt of an invoice for Fees due hereunder.


 


3.2Modification of Fees. The
Fees may not be modified other than pursuant to a written agreement by the Parties.


 


4. OWNERSHIP 


 


4.1Ownership of Records.
The Parties acknowledge and agree that any Records which constitute Infrastructure Assets are assets of Settlement Funding,
LLC and following the Closing the Infrastructure Assets will remain the property of Settlement Funding, LLC; provided, however,
that any Records whether embedded in Infrastructure Assets or otherwise, related to specific life settlements that Peach Group
previously purchased or considered purchasing and the Records related to any financings of those assets shall be Peach Group assets.


 


4.2Limited License. JGW hereby
grants to Peach Group a non-exclusive, limited license during the Term and thereafter to copy and use the Records (including
Infrastructure Assets) solely in furtherance of the Permitted Uses and to maintain any Records that it is required by law to maintain.
Peach Group hereby grants to JGW an exclusive license to copy and use the Infrastructure Assets which Peach Group owns, subject
only to Peach Group’s use of such assets in connection with the Permitted Uses.


 






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5. CONFIDENTIALITY 


 


		5.1	Confidentiality. 



 


		5.1.1	“Confidential Information” shall mean the Records and all other information, whether in written, electronic
or oral form, directly or indirectly disclosed by either Party, its Subsidiaries or their officers, directors, employees, representatives
or agents (collectively, “Representatives”) to the other Party or its Representatives in connection with the
activities contemplated by this Agreement and that, in the case of any information other than the Records, would reasonably be
expected to be confidential under the circumstances. Notwithstanding the foregoing, Confidential Information shall not include
any information, other than the Records, which (a) was publicly known and made generally available prior to disclosure by either
Party, its Subsidiaries or their Representatives to the other Party or its Representatives; (b) becomes publicly known and made
generally available, through no action of the other Party or its Representatives, after disclosure by such Party, its Subsidiaries
or their Representatives; (c) is already in the possession of the other Party or its Representatives prior to disclosure by such
Party, its Subsidiaries or their Representatives and not subject to any confidentiality, non-disclosure or similar restrictions;
(d) is obtained by the other Party or its Representatives from a third party without, to the knowledge of the other Party or its
Representatives, a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the
other Party or its Representatives without use of or reference to the Confidential Information.



 


		5.1.2	Peach Group and its Representatives shall use the Confidential Information solely in furtherance of the Permitted Uses and
the Parties and their respective Representatives shall take reasonable precautions to protect the confidentiality of the Confidential
Information, which precautions shall be at least equivalent to those taken by such Party to protect its own Confidential Information
of a similar nature. In the event that either Party or its Representatives are requested pursuant to, or required by, applicable
Law to disclose any of the Confidential Information, such Party shall be permitted to disclose such Confidential Information to
the extent required to be disclosed by applicable Law; provided, that such Party (i) gives the other Party prompt written
notice of such request or requirement prior to such disclosure in order to enable the other Party to seek an appropriate protective
order or other remedy (and if the other Party seeks such an order, then such Party and its Representatives shall provide all reasonably
requested assistance in obtaining such order at the other Party’s sole expense); and (ii) consults with the other Party with
respect to taking steps to resist or narrow the scope of such request, at the other Party’s sole expense, or to waive compliance,
in whole or in part, with the terms of this Section 5.1. In the event that such protective order or other remedy is not
obtained, such Party may disclose only that portion of Confidential Information that such Party is advised by counsel is legally
required to be disclosed, and shall use its commercially reasonable best efforts to preserve the confidentiality of the remainder
of the Confidential Information.



 


5.2Injunctive Relief. The Parties
understand, acknowledge and agree that their remedies at law upon a breach by the other Party or any of the other Party’s
Representatives may be


 









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insufficient. Thus, if either Party or any of such Party’s
Representatives breaches or threatens to breach any provision of this Agreement, the other Party shall be entitled to injunctive
relief in addition to all of its other remedies.


 


6. TERM AND TERMINATION 


 


6.1Term.
This Agreement shall commence on the Effective Date and remain in full force and effect
until seven (7) year(s) from the Effective Date, unless (i) a later date is expressly provided on Schedule A or (ii) this
Agreement is earlier terminated in accordance with Section 6.2 or  Schedule B (the “Term”). 


 








6.2Termination. This Agreement
may be terminated, in whole or in part, at any time by the mutual consent of JGW and Peach Group.


 


6.3Effect of Termination. The
termination or expiration of the Term of this Agreement shall not limit any other right or remedy either Party may have
with respect to liabilities accruing before the effective date of termination. Upon termination or expiration of the Term of this
Agreement, (i) JGW shall either return or, upon at least thirty (30) business days prior written notice to Peach Group in order
to provide Peach Group with the opportunity to copy the Records (at Peach Group’s sole cost and expense), destroy all of
the Records; and (ii) each Party shall return to the other Party or destroy any other written Confidential Information, using commercially
reasonable methods.


 


6.4Survival. Sections 3.1
(to the extent required in relation to any outstanding payment obligations), 4, 5, 6.3, 6.4,
7, 8 and 9 of this Agreement, and any other rights or obligations which by their nature are intended to survive,
shall survive termination or expiration of this Agreement.


 


7. INDEMNIFICATION



 


7.1Indemnification. Peach
Group shall indemnify, defend and hold harmless JGW, its Subsidiaries and their Representatives from and against any and all
claims, causes of action, demands, liabilities, losses, damages, expenses and costs (including reasonable attorneys’
fees) (“Claims”) arising from Peach Group’s or its Representatives’ violation of Section 
5 or any other unauthorized release or disclosure of the Records. JGW shall indemnify, defend and hold harmless Peach
Group, its Subsidiaries and their Representatives from and against any and all Claims arising from JGW’s or its
Representatives’ violation of Section 1 or 5.


 


7.2Indemnification Procedures.
In the event that either Party seeks any indemnification under Section 7.1, such Party shall promptly notify the
other Party in writing of any Claim for which it seeks indemnification; provided, that either Party’s failure to timely provide
such notice shall not relieve the other Party of its indemnification obligations except to the extent that the other Party can
demonstrate actual prejudice as a result of such failure. The indemnifying Party shall have the right to participate and be represented
in the defense of any such Claim by its own counsel and at its own expense. If the indemnifying Party reasonably and in good faith
determines that the other Party is not diligently defending any Claim for which it seeks indemnification, then the indemnifying
Party may, upon written notice to the other Party, assert control over such defense. Neither Party shall settle any Claim for which
it is to be indemnified hereunder without the other Party’s prior written consent, which consent shall not be unreasonably
withheld or delayed.





 



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8. LIABILITY



 


8.1Limitation of Liability.
SUBJECT TO THE LAST SENTENCE OF THIS SECTION 8,
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF TIME, INDIRECT LOSS OF PROFITS OR REVENUES AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL
EXPENSES INCURRED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SERVICES OR THE
USE THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY).
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT BE LIMITED IN ANY
MANNER TO THE EXTENT ARISING FROM SUCH PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR WITH RESPECT TO SUCH PARTY’S
INDEMNIFICATION OBLIGATIONS HEREUNDER. 


 

9. GENERAL



 


9.1Entire Agreement. This Agreement
and the Merger Agreement, including all schedules hereto and thereto which are hereby incorporated by reference, constitute
the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous
agreements, proposals, understandings and representations, whether written or oral, between the Parties with respect to the terms
and conditions hereof. This Agreement may only be changed, modified or amended in writing and executed by both Parties.


 


9.2Construction. The section
headings of this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation
of any of the terms hereof. References to a section include references to all subsections of that section. For purposes of this
Agreement, “include,” “includes,” and “including” are deemed to be followed by the term “without
limitation,” and the words “hereof,” “herein,” “hereto” and “hereunder,”
and words of similar import shall refer to this Agreement as a whole and not to any specific provision of this Agreement. The Parties
agree and acknowledge that this Agreement has been freely negotiated and entered into by each Party and that no court should in
any manner construe any ambiguity against the draftsman solely by virtue of its role as draftsman.


 


9.3Severability. Should any
provision of this Agreement be declared to be invalid, void or unenforceable by a court of competent jurisdiction, then
such provision shall be construed so as to be enforceable and to give the closest effect to such provision as drafted, and the
remainder of this Agreement shall not be affected and shall remain in full force and effect.


 


9.4No Waiver. No waiver of any
right shall be effective unless consented to in writing by the Party to be charged with such wavier, and the waiver of any
breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.


 


9.5Assignment. Neither Party
may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s
prior written consent (except as otherwise provided in Section 2.2 herein), which consent shall not be unreasonably withheld
or delayed. Notwithstanding the foregoing, either Party may, upon written notice to the other Party, assign or transfer this Agreement
in its entirety to a party that succeeds to all or substantially all





 



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of such Party’s business or assets, whether by sale, merger,
operation of law or otherwise; provided, that such assignee or transferee agrees in writing to be bound by the terms and conditions
of this Agreement. Any attempted assignment or transfer in violation of this Section 9.5 shall
be null and void.


 


9.6 Force Majeure. Neither Party
shall be liable for any default or delay in the performance of its obligations under this Agreement due to acts of God, terrorism,
natural disasters, earthquakes, fire, riots, floods, strikes, delays in transportation, material shortages and other similar events,
to the extent such event is beyond the reasonable control of such Party and only for the duration of such event (each, a “Force
Majeure Event”). Any Party so delayed in its performance due to a Force Majeure Event shall immediately notify the other
Party by telephone (to be confirmed in writing within twenty-four (24) hours of the inception of such delay). In the event JGW
or its Subsidiaries are unable to or do not provide Peach Group with Services due to a Force Majeure Event, Peach Group shall not
be responsible for any amounts due for such period (i.e., the Fees shall be reduced on a pro rata basis for any such unavailability
of the Services). In the event a Force Majeure Event affecting the performance of a Party continues for more than thirty (30) days,
the other Party may terminate this Agreement upon notice to such affected Party.


 


9.7Successors and Assigns; No Third
Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of, the Parties and their respective
permitted successors and assigns. There are no third party beneficiaries to this Agreement, except as expressly set forth herein.


 


9.8Governing Law; Jurisdiction.
This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the laws of
any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. The Parties
agree to enforcement of this Agreement in the state and federal courts of Delaware only, and hereby consent to such venue and to
the exclusive and personal jurisdiction of such courts over the subject matter of such enforcement and the Parties themselves.


 


9.9Notices. Whenever any Party
hereto desires or is required to give any notice, demand or request with respect to this Agreement, each such communication
shall be in writing and shall be effective only if it is delivered in accordance with Section 9.6 of the Merger Agreement.


 


9.10Counterparts. This Agreement
may be executed in one or more counterparts, by facsimile or otherwise, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


[Signature Page Follows] 





 






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IN WITNESS WHEREOF, JGW and Peach Group
have caused this Custodial Agreement to be executed by their respective duly authorized representatives as of the Effective Date.


 


	J.G. WENTWORTH, LLC	 	PEACH GROUP HOLDINGS INC.
	By: 	

/s/David Miller	 	By: 	



	Name: 	David Miller	 	Name: 	James D. Terlizzi
	Title: 	Chief Executive Officer	 	Title: 	Chief Executive Officer


 


[Signature Page to Custodial Agreement]


 






    	 



    	 



    

IN
WITNESS WHEREOF, JGW and Peach Group have caused this Custodial Agreement to be executed by their respective duly authorized representatives
as of the Effective Date.


 


	J.G. WENTWORTH, LLC	 	PEACH GROUP HOLDINGS INC.
	By: 	


	 	By: 	

/s/ James D. Terlizzi
		Name: David Miller	 	 	Name: James D. Terlizzi
	 	Title: Chief Executive Officer	 		Title: Chief Executive Officer




[Signature Page to Custodial Agreement]

 



    	 



    	 



    

SCHEDULE A


 


Entities


 


		1.	Life Settlement Corporation



 


		2.	SES Endurance Trust



 


		3.	Discounted Life Holdings, LLC



 


		4.	DLP Funding, LLC



 


		5.	DLP Funding II, LLC



 


		6.	DLP Funding III, LLC



 


		7.	DLP Funding, Ltd.



 


		8.	DLP Funding II, Ltd.



 


		9.	DLP Funding III Ltd



 


		10.	DLP Master Trust



 


		11.	DLP Master Trust II



 


		12.	DLP Master Trust III



 


		13.	TitleMasters Holding, LLC



 


		14.	TitleMasters of Georgia, LLC



 


		15.	TitleMasters of Tennessee, LLC



 


		16.	TitleMasters of Alabama, LLC



 


		17.	TitleMasters of Texas, LLC



 


		18.	TitleMasters of Arizona, LLC



 


		19.	TitleMasters of IL, LLC



 


		20.	TitleMasters of VA, LLC



 






    	 



    	 



    

Records


 


		A.	Documents Relating to Litigation Holds: 



 


Documents: 




1.
All documents covered by the Litigation Hold Notices (as such term is defined in Exhibit 1 attached hereto) relating to
the LSC Matters and all matters related thereto; including the documents described on Exhibit 1 attached hereto.





2.
All documents covered by any litigation hold that may arise during the term of this Agreement and relate or apply to any of the
entities set forth above on this Schedule A; provided, however, that Peach Group has given prompt written notice to JGW regarding
the nature of the litigation and instructions with respect to what is covered by any litigation hold.





Timeframe:






From the date of the Closing
through the date on which the underlying matters and disputes relating thereto have been fully and finally resolved or otherwise
disposed of, either by means of a settlement thereof that has been fully performed or by means of a final, non-appealable judgment
of the applicable court, arbitration panel or other Governmental Authority of competent jurisdiction and the full and complete
satisfaction thereof (if adverse to the defendant(s) therein), including any judgment of an applicable court for which the time
to file an appeal has lapsed.


 


		B.	Documents Relating to Life Settlements: 



 


Documents:  


1.
All accounts, books and records, documents, files, contracts, (whether proposed, offered or executed), bank statements, e-mails,
medical records, underwriting documents, policy forms, applications, purchase agreements, and all checks, drafts, or other evidence
and documentation relating to the payment, transfer, deposit, or release of funds from the date of any life settlement/viatical
settlement transaction.





2.
The life settlements database as it is hosted in its current form.





Timeframe:




From the date of the Closing
through the later of (i) five (5) years after the date of the relevant document and (ii) three (3) years after the death of the
insured life (in the case of a second-to-die policy, the death of the insured that dies last) in any life/viatical settlement contract.


 


		C.	Facility Documents for all Financing Facilities relating to the Entities listed above on this
Schedule A 



 


Documents: 






All financing facility documents for the entities listed
above on Schedule A.


 


Timeframe: 







For each financing facility, from the date of the
Merger Closing through one (1) year after all amounts due under the financing facility have been paid in full.






    	 



    	 



    



		D.	Documents Relating to TitleMasters: 



 


At such time the Records of
TitleMasters as listed below are subject to the terms of this Agreement pursuant to Section 1.1, Peach Group may elect,
in its sole discretion, to retain the original copies of such Records and provide duplicate copies of such Records to JGW for retention
pursuant to this Agreement. 


 


		1.	Documents: 





Georgia Pawn Tickets and Texas Title Loan Transaction
Packets (including the 1-MV, 2 MV, 3-MV and 4MV) and the data base (maintain same in tact).




Timeframe: 




From the date of the Closing until two (2) years
from the maturity of the Pawn/Loan Transaction.


 


		2.	Documents: 


The permanent record books relating to TitleMasters
Georgia Pawn Transactions.




Timeframe: 




From the date of the Closing until four (4) years
from the date of the transaction.


 


For the purposes hereof, “Document(s)”
shall be broadly construed and shall include any and all media in/or which information is on may be stored, including without limitation
electronically stored information, back-up tapes, hard drives or other storage media; provided, however, that JGW shall not be
required to maintain Documents or Records in more than one format or multiple copies of any Document or Record in the same format.






    	 



    	 



    

 EXHIBIT 1


 


Description of Documents
Covered by the Litigation Hold


 


The litigation hold notices dated August
8, 2007 and October 4, 2007 (“Litigation Hold Notices”) related to litigation styled Life Receivables Ireland,
Ltd. v. Life Settlement Corporation d/b/a Peachtree Life Settlements, Senior Settlement Holding Corporation, Babcock &
Brown Investment Management Partners LP, Babcock & Brown LP, United States District Court, Northern District of Georgia,
Case No.: Civil Action No. 1:07-CV-01541-RWS, an arbitration styled Goshawk Dedicated Ltd. and Kite Dedicated
Ltd. v. Life Settlement Corporation, ICDR Case No. 50 195 T 00337 06 and ICDR No. 50 195 T 00119 08, and subpoenas issued
by Goshawk Dedicated Ltd. in litigation styled Goshawk Dedicated LTD v. American Viatical Services, LLC, Case No.
1:05-CV-2343-RWS, U.S. District Court, Northern District of Georgia.


 


The litigation hold notices cover
all documents, no matter how created, including paper documents, electronically stored information and e-mails, including documents
related to the matter that are electronic (as opposed to “hard copy”) format. Some examples of “electronically
stored information” or “ESI,” in addition to e-mails, are as follows: files saved on any computers, including
computer desktops, laptops, home computers, or servers (such as word processing documents or spreadsheets); network drives; web-based
files; files stored on a PDA; and electronically imaged documents. The time period is from January 1, 1998 to date.


 


The topics of the Litigation Hold Notices
relate primarily to the following:


 


		1.	All documents relating to, referring to, or discussing the sale of any interest in Life Receivables II, LLP (“LRII”),
including but not limited to any communications, agreements (including drafts), or contracts concerning the sale and purchase of
an interest in LRII.



 


		2.	All documents relating to, referring to, or discussing Life Receivables Ireland Limited (“LR Ireland”).



 


		3.	All documents relating to, referring to, or discussing any due diligence by any entity or individual performed in connection
with the sale of an interest in LRII to LR Ireland.



 


		4.	All documents relating to, referring to, or discussing any communications or meetings between Life Settlement Corporation d/b/a
Peachtree Life Settlements (“LSC”) and Cavell Managing Agency Ltd. and/or Cavell Management Services Ltd. and/or
Goshawk Dedicated Ltd., Kite Dedicated Ltd., f/k/a Goshawk Dedicated (No. 2) Ltd. (together “Goshawk”), including
but not limited to any communications or meetings regarding the contingency cost insurance policies, commutation of the contingency
cost insurance policies, Life Expectancy Evaluations (“LEs”) or American Viatical Services (“AVS”).



 


		5.	All documents relating to, referring to, or discussing financing obtained or received by LSC to purchase or originate life
insurance policies.



 


		6.	All documents relating to, referring to, or discussing any or all of the contingency cost insurance policies issued by Goshawk.



 



    	 



    	 



    




		7.	All documents relating to, referring to, or discussing the LEs provided by AVS or any other medical evaluator, including but
not limited to the reliability and accuracy of the LEs.



 


		8.	All documents concerning communications with AVS, regardless of the content of the communications.



 


		9.	All documents relating to, referring to, or discussing the concept, negotiation or issuance of contingency cost insurance policies
by Goshawk.



 


		10.	All documents relating to, referring to, or discussing Cheng-Ching Wang, including but not limited to medical records and LEs.



 


		11.	Cover Pages for subpoena productions made to Goshawk Dedicated Limited.



 


		12.	All documents concerning the relationship between and among Life Receivables Trust (“LRT”); Life Receivables
I, LLC; Life Receivables II, LLC; Life Receivables Holdings, LLC; LSC; Settlement Funding, LLC d/b/a Peachtree Settlement Funding;
and Peachtree Settlement Funding Corporation, including documents relating to the formation of LRT, as well as any common employees,
officers, or directors of those companies.



 


		13.	All documents concerning CCI Policies Nos. CR010054 and CR000252 (the “CCI Policies”), including
but not limited to documents relating to any policy revisions, endorsements, bordereaux, or coverage certifications or to
the structuring, negotiation and placement of the CCI Policies.



 


		14.	All documents concerning communications with AVS relating to the CCI Policies, the LEs generally, and the LEs of Cheng Ching
Wang.



 


		15.	All documents concerning communications with Tyser relating to the CCI Policies.



 


		16.	All documents concerning communications with Lloyd’s of London (including Lloyd’s Syndicate 102), Merlin Underwriting
Agency, Ltd., Goshawk Syndicate Management Limited, or Gammell Kershaw & Company Ltd. relating to the CCI Policies, the LEs
generally, or the Wang Policies.



 


		17.	All documents concerning communications with Babcock & Brown, Allied Irish Bank of Dublin, Abbey National Bank, or Davy
& Company relating to the CCI Policies, Cheng Ching Wang, the LEs generally, or the Wang Policies.



 


		18.	All communications with Portsmouth, Hoyle Donnelly, or Larry Simon relating to the Wang Policies, Cheng Ching Wang, LEs generally,
or the methodologies of AVS.



 


		19.	All documents concerning LSC/Peachtree’s selection, hiring, and/or use of AVS to perform LEs, including life expectancy
evaluator criteria or methods, as well as compensation structure and any incentive targets or goals.



 


		20.	All documents concerning communications with AVS, Navisys Guiding Insurance Solutions, International Underwriting Services,
or any other third-party consulting physician or group of consulting physicians, relating to the Wang Policies or the CCI Policies,
including but not limited to payment records for services performed by AVS or others for LEs, including all
communications that LSC/Peachtree, or its counsel or representatives, had with AVS or its counsel or representatives.



 



    	 



    	 



    




		21.	All documents concerning Cheng Ching Wang, including but not limited to documents relating to the purchase of the Wang Policies,
any medical records or life evaluations of Mr. Wang, communications with Mr. Wang’s physicians or other providers
of medical services.



 


		22.	All documents concerning LRT’s claim on Policy No. CR010054 in respect of the Wang Policies.



 


		23.	All documents concerning the procurement, maintenance, updating, augmentation, amendment, or chain of custody, of medical records
or information relating to Mr. Wang.



 


		24.	All documents concerning the policies or practices of LSC/Peachtree for the preservation and/or destruction of records.



 


		25.	All documents concerning the methodologies and/or factors that LSC/Peachtree used to calculate the purchase price for life
policies, including but not limited to the Wang Policies.



 


		26.	All documents concerning communications with any investor, prospective investor, investor representative, investment advisor,
investment vehicle, broker, originator, servicer, trustee, or agent related to Wang family members or advisers or the Wang Policies.



 


		27.	All documents concerning communications with any investor, prospective investor, investor representative, investment advisor,
investment vehicle, broker, originator, servicer, trustee, or agent involved in the procurement or sale of the Wang Policy, or
generally with respect to the life insurance policies declared to the CCI Policies.



 


		28.	All documents concerning subpoenas that Coventry or 21st Services have issued to LRT or Peachtree.



 


		29.	All documents concerning the following allegations by LRT:



 


		(a)	in Paragraph 39 of the Statement of Claim, that “LSC and LRT have complied with their obligations under the Contingency
Policy.”



 


		(b)	at the Organizational Meeting (Tr. 50) that Syndicate 102 “participated in the setting up” of LRT’s financial
transactions.



 


		(c)	in LRT’s February 6 letter that Tyser was acting not as LRT’s insurance broker at Lloyd’s of London, but
on behalf of the Underwriters.



 


		30.	All documents concerning premium charged, to be charged, invoiced, or paid in respect of the Wang Policies, including without
limitation:



 


		(a)	All documents that were the basis for the premium amount reflected on the bordereaux, annexed hereto as Appendix A, in respect
of the Wang Policies;



 



    	 



    	 



    




		(b)	All documents showing premium invoiced by MONY Life Insurance Co. for the period 2000 through 2006 in respect of the Wang Policies;



 


		(c)	All documents reflecting amounts actually paid in premium on the Wang Policies for the period 2000 through 2006;



 


		(d)	All illustrations prepared by MONY Life Insurance Co. with respect to the Wang Policies for the period 2000 through 2006; and



 


		(e)	All bordereaux LSC/Peachtree prepared reflecting premium descriptions for the Wang Policies.



 


		31.	All documents concerning communications with Tyser, including correspondence authorizing Tyser to release certain documents
to Syndicate 102.



 


		32.	All documents concerning communications with AVS, AVS’s counsel or other representatives, including but not limited to
all communications between representatives or counsel of LSC/Peachtree and representatives or counsel of AVS regarding the litigation
pending with AVS in the U.S. District Court for the Northern District of Georgia entitled Goshawk Dedicated Ltd. v. American
Viatical Services, LLC.



 


		33.	All documents concerning communications with LRT, LRT’s counsel Seward & Kissel or other representatives, including
but not limited to all communications between representatives or counsel for LSC/Peachtree and representatives or counsel for LRT
regarding this arbitration.



 


		34.	All LSC/Peachtree brochures, organizational charts, and all business cards (including but not limited to Craig M. Lessner,
Jeffrey K. Nipp, Sergio Salani, Lori Wengatz, James Terlizzi, and Timothy Trankina) over the relevant period.



 


		35.	All documents concerning (w) any sample policies provided to the Underwriters, (x) any inquiries in relation to Mr. Wang,
(y) LSC/Peachtree’s own internal or separately obtained analyses or projections or other actuarial information, and (z) any
quotations or information or proposals provided by other underwriters or insurers.



 


		36.	All documents concerning communications with consultants regarding LEs prepared, or methodology used, by AVS, or regarding
eligibility certifications delivered to the Trustee relating to such life insurance policies.



 


		37.	All Documents and ESI concerning Communications with AVS with regard to LEs, including without limitation Documents and ESI
concerning processes methodologies, practices, systems, tools (e.g. manuals, tables, models), and confidence levels and including
without limitation the manner in which LEs (preliminary, final or revised) would be provided by AVS.



 


		38.	All Documents and ESI concerning Communications with AVS with regard to Mortality Experience in respect of LEs developed by
AVS or another LE Evaluator.



 


		39.	All Documents and ESI concerning mortality reports, mortality profiles or LEs or projections that AVS made, or AVS was
                                                                  requested to make, on life insureds whose life insurance policies had been or were subsequently purchased or originated by LSC/Peachtree
for onward transfer of those life insurance policies and/or any interest therein to LRT.







    	 



    	 



    



		40.	All Documents and ESI concerning mortality reports, mortality profiles or LEs or projections that AVS made, or AVS was requested
to make, on life insureds whose life insurance policies and/or any interest therein that LSC/Peachtree considered for onward transfer
to LRT.



 


		41.	All Documents and ESI concerning Communications with AVS with regard to any of the individuals listed on Appendix A [a schedule
of all LRT insureds], including without limitation Communications with regard to the LE of those individuals, or with regard to
the transfer, or possible transfer, to LRT of life policies (and/or any interest therein) on which any of those individuals was
an insured life.



 


		42.	All documents and ESI concerning the individuals listed on Appendix A [a schedule of LRT insureds], including but not limited
to documents relating to the purchase of the life policies of those individuals, any medical records or life evaluations of those
individuals and/or Communications with their physicians or other providers of medical services.



 


		43.	All invoices or billings issued by AVS in connection with LEs, and all documents and ESI concerning such invoices, billings
or payment of same or concerning LEs referred to in such invoices and billings.



 


		44.	All contracts and agreements (including drafts) between AVS and LSC/Peachtree and all documents and ESI concerning Communications
with AVS regarding any such contracts and agreements.



 


		45.	All Documents and ESI concerning Communications with rating agencies or with entities that provided, or considered providing
financial backing (equity, debt or guaranty) for LSC/Peachtree’s purchase or origination of life policies insofar as such
Communication’s were concerning (i) AVS in any respect or (ii) LEs generally.



 


		46.	All Documents and ESI concerning Communications with LRT, Babcock & Brown, Allied Irish Bank of Dublin, Abbey National
Bank, IIU, Davy or any other entity with regard to AVS and its methodologies.



 


		47.	All Documents and ESI concerning Communications with LRT, Babcock & Brown, Allied Irish Bank of Dublin, Abbey National
Bank, nu, Davy or any other entity concerning Mortality Experience with respect to LE Evaluations performed by AVS or other LE
Evaluators.



 


		48.	All documents and ESI concerning Communications with Lloyd’s of London (including Lloyd’s Syndicate 102), Merlin
Underwriting Agency, Ltd., Goshawk Syndicate Management Limited, or Gammell Kershaw & Company Ltd, relating to AVS, LE Evaluations,
the CCI Policies or the LEs generally.



 


		49.	All documents and ESI concerning Communications with Portsmouth, Life Benefactors, Hoyle Donnelly, or Larry Simon relating
to the LEs generally, or the methodologies of AVS.



 



    	 



    	 



    




		50.	All documents and ESI concerning Communications with any investor, prospective investor, investor representative, investment
advisor, investment vehicle, broker, originator, servicer, trustee or agent relating to AVS, its LEs, its methodologies, or its
Mortality Experience, or relating to LEs generally.



 


		51.	All Documents and ESI concerning Communications with AVS with regard to remuneration or other benefits paid or to be paid to
AVS in connection with AVS’s preparation of LEs, including fees payable in respect of life policies purchased and not purchased
by LSC/Peachtree, or fees payable for any other service.



 


		52.	All documents and ESI concerning LSC/Peachtree’s selection, hiring, and/or use of AVS to perform Life Evaluations, including
LE evaluator criteria or methods, as well as compensation structure and any incentive targets or goals.



 


		53.	All documents and ESI concerning Communications with AVS, Navisys Guiding Insurance Solutions, International Underwriting Services,
or any other third-party consulting physician or group of consulting physicians, relating to the CCI Policies, including but not
limited to payment records for services performed by AVS or others for LEs.



 


		54.	All documents and ESI concerning the policies or practices of LSC/Peachtree for the preservation and/or destruction of records.



 


		55.	All documents and ESI concerning the methodologies and/or factors that LSC/Peachtree used to calculate the purchase price for
life policies.



 


		56.	All documents and ESI concerning Communications with Phil Loy, AVS, AVS’s counsel or other representatives, including
but not limited to all Communications between representatives or counsel of LSC/Peachtree and representatives or counsel of AVS,
regarding this litigation or regarding the arbitrations pending between LRT and Syndicate 102.



 


		57.	All documents and ESI concerning Communications with LRT, LRT’s counsel Seward & Kissel or other representatives,
including but not limited to all Communications between representatives or counsel for LSC/Peachtree and representatives or counsel
for LRT regarding this litigation.



 


		58.	All LSC/Peachtree brochures, organizational charts, and all business. cards (including but not limited to Craig M. Lessner,
Jeffrey K. Nipp, Sergio Salani, Lori Wengatz, James Terlizzi, and Timothy Trankina) over the relevant period.



 


		59.	All documents and ESI concerning Communications with consultants regarding the Mortality Experience of AVS, life expectancy
evaluations prepared by AVS, or life expectancy methodology used by AVS, or regarding eligibility certifications delivered to the
Trustee relating to life insurance policies.



 


		60.	All documents and ESI concerning Dr. Carl Neuman, including but not limited to (i) Dr. Neuman’s employment
history with LSC/Peachtree, (ii) any contracts between Dr. Neuman and LSC/Peachtree, and (iii) LSC/Peachtree Communications
with Dr. Neuman in which Dr. Neuman was either the author or a recipient regarding AVS, Phil Loy or any of the individuals
listed on Appendix A [individual insureds in the LRT Portfolio].



 








    	 



    	 



    

SCHEDULE B


 


1.
All third party costs incurred by JGW in furtherance of its obligations hereunder.





2.During the first 6 months following
the date hereof during the segregation and identification process outlined in Section 2.4, JGW and Peach will determine
the reasonable fees associated with JGW performing its obligations hereunder. If the Parties are unable to agree on reasonable
fees within 8 months following the Closing Date, Peach Group will engage a third party to perform such services and this Agreement
will terminate on the earlier of the date a third party is hired and has taken custody of all the Records or the 12 month anniversary
of the Closing Date.