exv10w31






Exhibit 10.31




Execution Version




PURCHASE AGREEMENT




dated as of February 1, 2010



by and between



HAVERHILL RECEIVABLES, LLC



as the Seller



and




SLATE CAPITAL LLC



as the Purchaser



Certain portions hereof have been omitted pursuant to a request for confidential treatment.
 In
each case, the omitted language has been replaced with the following: 

[ CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE 
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

An unredacted copy hereof has been filed separately with the United States Securities

and Exchange Commission pursuant to a request for confidential treatment.











 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	2	 
	DEFINITIONS
	 	 	2	 
	SECTION 1.01. Certain Definitions
	 	 	2	 
	SECTION 1.02. Accounting Terms
	 	 	2	 
	SECTION 1.03. Other Terms
	 	 	2	 
	SECTION 1.04. Computation of Time Periods
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II
	 	 	2	 
	AMOUNTS AND TERMS OF THE PURCHASES
	 	 	2	 
	SECTION 2.01. Purchases of Receivables; Agreement to Purchase
	 	 	2	 
	SECTION 2.02. Payment for the Purchases
	 	 	5	 
	SECTION 2.03. Payments and Computations, Etc.
	 	 	6	 
	SECTION 2.04. Transfer of Records to the Purchaser
	 	 	7	 
	SECTION 2.05. Exclusivity
	 	 	7	 
	SECTION 2.06. Use of Claimant Information
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III
	 	 	9	 
	CONDITIONS PRECEDENT
	 	 	9	 
	SECTION 3.01. Conditions Precedent to Agreement
	 	 	9	 
	SECTION 3.02. Conditions Precedent to Ongoing Purchases
	 	 	9	 
	SECTION 3.03. Effect of Payment of Purchase Amount
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	9	 
	REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	SECTION 4.01. Representations and Warranties of the Seller
	 	 	9	 
	SECTION 4.02. Representations and Warranties of the Seller Relating to
the Receivables
	 	 	13	 
	SECTION 4.03. Representations and Warranties of the Purchaser
	 	 	14	 
	SECTION 4.04. Survival of Representations and Warranties
	 	 	15	 
	 
	 	 	 	 
	ARTICLE V
	 	 	15	 
	GENERAL COVENANTS
	 	 	15	 
	SECTION 5.01. Affirmative Covenants of the Seller
	 	 	15	 
	SECTION 5.02. Negative Covenants of the Seller
	 	 	24	 
	SECTION 5.03. Negative Covenant of the Purchaser
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	26	 
	ADMINISTRATION AND COLLECTION
	 	 	26	 
	SECTION 6.01. Collection of Receivables
	 	 	26	 
	SECTION 6.02. Servicing of Approved Receivables
	 	 	27	 
	SECTION 6.03. Responsibilities of the Seller
	 	 	27	 
	SECTION 6.04. Further Action Evidencing Purchases
	 	 	28	 






i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII
	 	 	28	 
	INDEMNIFICATION
	 	 	28	 
	SECTION 7.01. Indemnities by the Seller
	 	 	28	 
	SECTION 7.02. Additional Obligations of the Seller
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	31	 
	CONFIDENTIALITY
	 	 	31	 
	SECTION 8.01. General Duty of Confidentiality
	 	 	31	 
	SECTION 8.02. Reasonable Precautions
	 	 	31	 
	SECTION 8.03. Dissemination of Certain Information
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	32	 
	TERMINATION
	 	 	32	 
	SECTION 9.01. Termination of Purchase Commitment
	 	 	32	 
	SECTION 9.02. Termination by the Seller
	 	 	34	 
	SECTION 9.03. Termination Fee
	 	 	35	 
	 
	 	 	 	 
	ARTICLE X
	 	 	35	 
	MISCELLANEOUS
	 	 	35	 
	SECTION 10.01. Waivers; Amendments
	 	 	35	 
	SECTION 10.02. Notices
	 	 	35	 
	SECTION 10.03. Effectiveness; Binding Effect; Assignability
	 	 	37	 
	SECTION 10.04. GOVERNING LAW; ARBITRATION
	 	 	38	 
	SECTION 10.05. Execution in Counterparts; Severability
	 	 	40	 
	SECTION 10.06. Entire Agreement
	 	 	40	 
	SECTION 10.07. Limitations on Liability
	 	 	40	 
	SECTION 10.08. Further Assurances
	 	 	41	 
	SECTION 10.09. No Petition
	 	 	41	 
	SECTION 10.10. Headings
	 	 	41	 
	SECTION 10.11. Electronic Communications
	 	 	41	 
	SECTION 10.12. No Partnership or Joint Venture
	 	 	41	 






ii









 






EXHIBITS AND SCHEDULES




	 	 	 

	Exhibit A

	 	- Form of Demand Note
	Exhibit B

	 	- Form of Purchase Notice
	Exhibit C

	 	- List of Closing Documents
	Exhibit D

	 	- Eligible Receivable Purchase Procedures
	Exhibit E

	 	- Form of Claimant Purchase Agreement
	Exhibit F

	 	- Model Structured Settlement Transfer Statute
	Exhibit G

	 	- Form of Medical Questionnaire
	Exhibit H

	 	- Settlement Package
	 
	Schedule I

	 	- [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].

	Schedule II

	 	- Approved Annuity Providers
	Schedule III

	 	- Addresses and Locations of Books and Records of the Seller
	Schedule IV

	 	- ERISA Matters
	Schedule V

	 	- Certain Definitions
	Schedule VI

	 	- Eligibility Criteria
	Schedule VII

	 	- Additional Criteria
	Schedule VIII

	 	- Standard Operational Notices
	Schedule IX

	 	- Proceedings
	Schedule X

	 	- Structured Settlement Purchase Capacity
	Schedule XI

	 	- Post-Closing Obligations
	Schedule XII

	 	- Mergers; Tradenames











i









 








PURCHASE AGREEMENT



Dated as of February 1, 2010



          This PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2010, is made
by and between Haverhill Receivables, LLC (“Haverhill”), a Georgia limited liability
company, as seller (the “Seller”), and Slate Capital LLC, a Delaware limited liability
company (“Slate”), and any other affiliate of Slate that may become a party hereto from
time to time with Seller’s consent (such consent not to be unreasonably withheld or delayed), as
purchaser (the “Purchaser”).




WITNESSETH:




          WHEREAS, Washington Square Financial, LLC (the “Originator”) from time to time
hereafter may contract to purchase and may purchase certain Receivables from various Claimants
pursuant to a Claimant Purchase Agreement between the Originator and each such Claimant;




          WHEREAS, pursuant to that certain Receivables Sale Agreement, dated as of the date hereof, by
and between the Originator and Haverhill, in Haverhill’s capacity as the acquiror (the
“Seller”) (as the same may be amended, restated, modified or supplemented from time to
time, the “Receivables Sale Agreement”), the Seller agrees to purchase or otherwise
acquire or accept from the Originator all of the Originator’s right, title and interest in the
Receivables that constitute Approved Receivables, together with the Related Assets related
thereto;




          WHEREAS, the Seller desires from time to time to sell to the Purchaser, and the Purchaser
desires from time to time to purchase from the Seller, all of the Seller’s right, title and
interest in the Approved Receivables, together with the Related Assets related thereto, whether
now owned or hereafter acquired by the Seller, in each case, on the terms and conditions provided
herein.




          WHEREAS, pursuant to that certain Servicing Agreement, dated as of the date hereof, by and
between the Originator, as servicer (in such role, the “Servicer”), the Purchaser and
Haverhill (as the same may be amended, restated, modified or supplemented from time to time, the
“Servicing Agreement”), the Servicer agrees to perform for the Purchaser all servicing
obligations in connection with such Approved Receivables, including without limitation ensuring all
Periodic Payments relating thereto are remitted to the Purchaser;




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:









 









 








ARTICLE I



DEFINITIONS



          SECTION 1.01. Certain Definitions. For all purposes of this Agreement, as used in
this Agreement (including in the recitals hereto), each term listed in Schedule V shall
have the respective meaning assigned to it therein.




          SECTION 1.02. Accounting Terms. Under this Agreement, all accounting terms not
specifically defined herein shall be interpreted, all accounting determinations made, and all
financial statements prepared, in accordance with GAAP, unless, and then only to the extent that,
this Agreement expressly provides otherwise.




          SECTION 1.03. Other Terms. All other undefined terms contained in this Agreement
shall, unless the context indicates otherwise, have the meanings provided for by the UCC to the
extent the same are used or defined therein. The words “herein,” “hereof,” and “hereunder” and
other words of similar import refer to this Agreement as a whole, including the exhibits and
schedules hereto, as the same may from time to time be amended or supplemented and not to any
particular section, subsection, or clause contained in this Agreement, and all references to
Sections, Exhibits and Schedules shall mean, unless the context clearly indicates otherwise, the
Sections hereof and the Exhibits and Schedules attached hereto, the terms of which Exhibits and
Schedules are hereby incorporated into this Agreement. Terms used herein in the singular also
include the plural, and vice versa, whenever appropriate in the context in which such terms are
used. Unless otherwise specified, any reference herein to a document or agreement (including,
without limitation any Transaction Document) shall mean such document or agreement as amended,
restated, supplemented or otherwise modified from time to time in accordance with the terms
hereof and thereof.




          SECTION 1.04. Computation of Time Periods. In this Agreement, in the computation of
a period of time from a specified date to a later specified date, the word “from” means “from
and including” and the words “to” and “until” each mean “to but excluding”, and the word
“within” means “from and excluding a specified date and to and including a later specified
date”, unless, and then only to the extent that, this Agreement expressly provides otherwise.




ARTICLE II



AMOUNTS AND TERMS OF THE PURCHASES



          SECTION 2.01. Purchases of Receivables; Agreement to Purchase. (a) Subject to the
terms and conditions hereinafter set forth (including without limitation the conditions set forth
in Article III), on each Purchase Date during the Selling Period, the Seller shall sell to
the Purchaser, and the Purchaser shall Purchase from the Seller, all of the Seller’s right, title
and interest in the Approved Receivables described on the Purchase Notices from time to time
delivered by the Seller to the Purchaser in accordance herewith in respect of the proposed
respective Purchase Dates therefor (as such dates shall be specified in such notices), in each
case together with the associated Related Assets; provided, however, that, during the
first fifteen (15) month period after the Closing Date and each twelve (12) month period
thereafter during the








 









 









Selling Period, the Purchaser’s obligation to fund the purchase of Approved Receivables
pursuant to this Section 2.01 shall be limited to the Aggregate Annual Purchase
Limit.




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (y) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (z) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




          (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (f) [CONFIDENTIAL PORTION OMITTED AND FILED



 









 






SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 2.02. (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 2.03. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 2.04. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 2.05. Exclusivity.




               (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




               (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




               (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 2.06. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 









 





ARTICLE III



CONDITIONS PRECEDENT




          SECTION 3.01. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 3.02. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 3.03. Effect of Payment of Purchase Amount. Upon the payment of the
Purchase Amount for any purchase, all right, title and interest in, to and under the Acquired
Assets included in such purchase shall vest in the Purchaser.



ARTICLE IV



REPRESENTATIONS AND WARRANTIES




          SECTION 4.01. Representations and Warranties of the Seller. The Seller hereby
represents and warrants that as of the Closing Date and on each Purchase Date (except for
representations and warranties which relate to a specific date only):




          (a) Organization and Good Standing. The exact legal name of the Seller is
Haverhill Receivables, LLC. The Seller is a limited liability company, duly organized, validly
existing and in good standing under the Laws of the State of Georgia. The Seller’s




organizational identification number is 10006774. The Seller has full power and authority to
own its properties and conduct its business as presently owned or conducted, and to execute,
deliver and perform its obligations under this Agreement, and under each of the other
Transaction Documents to which it is a party.




          (b) Due Qualification. The Seller is duly qualified to do business and is in good
standing as a limited liability company, and has obtained all necessary licenses and approvals, in
each jurisdiction in which failure to so qualify or so obtain such licenses and approvals would
have, or could reasonably be expected to have, a Material Adverse Effect.




          (c) Due Authorization; Conflicts. The Seller’s execution, delivery and performance of
this Agreement, and each of the other Transaction Documents to which it is a party, are within the
Seller’s powers, have been duly authorized by all necessary corporate, partnership and/or limited
liability company action and do not contravene (i) the Seller’s limited liability company
agreement, (ii) any Law, order, decree or contractual restriction binding on or affecting the



 









 






Seller and the violation of which would have, or could reasonably be expected to have, a
Material Adverse Effect or (iii) any agreement, contract, indenture, credit agreement, mortgage,
or other instrument, document or agreement to which the Seller or any of its assets are subject or
by which the Seller or any of its assets may be affected and the violation of which would have, or
could reasonably be expected to have, a Material Adverse Effect. The Seller has the full
organizational power, authority and legal right to acquire, own and sell the Receivables and the
other Related Assets purchased pursuant to this Agreement.




          (d) Consents. No authorization, approval or other action by, and no notice to or
registration or filing with, any Governmental Authority or other regulatory body is required to be
made by the Seller for the due execution, delivery and performance by the Seller of, or to insure
the legality, validity, binding effect or enforceability of, this Agreement or any of the other
Transaction Documents to which it is a party, except for the filing of UCC financing statements
against the Seller and the Originator in respect of the transactions contemplated herein or in the
other Transaction Documents to which it is a party, all of which that need to be filed to perfect
the interest of the Purchaser in the Acquired Assets (as comprised as of the date of the making or
remaking of this representation and warranty) have been so made (or delivered to the Purchaser in
form suitable for filing).




          (e) Enforceability. This Agreement, and each other Transaction Document to which it is
a party, is and will be the legal, valid and binding obligation of the Seller enforceable against
it in accordance with its respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect
relating to creditors’ rights generally or general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).




          (f) Proceedings. There are no judgments or other judicial or administrative orders or
decrees outstanding against the Seller, nor is there any pending or, to the best of the Seller’s
knowledge, threatened action or proceeding affecting the Seller before any Governmental Authority,
which would have, or could reasonably be expected to have, a Material Adverse Effect.




          (g) Compliance with Laws, Etc. The Seller is not in violation of any Law, order,
writ, judgment, decree, determination or award applicable to it or any of its properties, or of
any indenture, lease, loan or other agreement to which it is a party or by which it or its assets
may be bound or affected, the violation of which would have, or could reasonably be expected to
have, a Material Adverse Effect.




          (h) Locations. The principal place of business and chief executive office of the
Seller are located at 701 Park of Commerce Blvd., Ste. 301, Boca Raton, FL 33487, and the offices
where the Seller keeps all of its records relating to the Receivables and associated Related Assets
purchased pursuant to this Agreement are located at the address(es) set forth on Schedule
III.



 









 






          (i) Financial Statements. With respect to each Purchase Date
following the Seller’s initial delivery of financial statements to the Purchaser pursuant
to Section 5.01(t), the financial statements provided to the Purchaser under
Section 5.01(t) immediately prior to such Purchase Date present fairly and accurately
the financial condition of the Seller and its consolidated subsidiaries as of the date such
financial statements were delivered.




          (j) Accuracy of Information. Each certificate, information, exhibit, financial
statement, document, book, record, report or disclosure furnished by the Seller to the Purchaser,
or the Servicer is accurate in all material respects and contains no untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements
contained herein and therein not materially misleading.




          (k) Investment Company Act Matters. The Seller is not an “investment company” or
a company “controlled” by an “investment company” within the meaning of the Investment Company
Act.




          (l) Title to Property. With respect to each Receivable, the Seller, immediately prior
to the Purchaser’s purchase thereof, had good, indefeasible and merchantable title to and ownership
of such Receivable and to all other Acquired Assets and the proceeds thereof, free and clear of all
Liens.




          (m) Tradenames. Except as provided in Schedule XII, the Seller has no
tradenames, fictitious names, assumed names or “doing business as” names, and except as provided
in Schedule XII, since the date of its organization and registration as a Georgia limited
liability company the Seller has not (i) been the subject of any merger or other corporate
reorganization that resulted in a change of name, identity or corporate structure or (ii) had or
used any other name.




          (n) Solvency. After giving effect to each purchase of the Acquired Assets
hereunder, the Seller is and will be solvent and able to pay its debts as they come due, and
has and will have adequate capital to conduct its business.




          (o) Valid Sale. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (p) Licenses. The Seller has complied with all registration and licensing requirements
in each jurisdiction in which it is required to be specially registered or licensed as a purchaser
of Receivables purchased pursuant to this Agreement and in which its other business activities, if
any, require any such registration or licensing. There is no fact, circumstance, or event that
would or could cause the Seller to not comply with the registration and licensing requirements that
are necessary to perform its obligations under this Agreement or the other Transaction Documents to
which it is a party or to be subject to review, suspension, revocation or non-renewal, or that
would or could make the



 









 






Seller not comply with any registration or licensing requirement in the first instance.




          (q) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (r) [Reserved.]




          (s) Termination Events. No Termination Event, or event or condition which with notice,
passage of time or both would constitute a Termination Event, has occurred.




          (t) USA Patriot Act. The Seller has provided to the Purchaser information including
the name and address of the Seller and other information that will allow the Purchaser to identify
Seller in accordance with the USA Patriot Act.




          (u) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 4.02. Representations and Warranties of the Seller Relating to the
Receivables. The Seller hereby represents and warrants that as of each Purchase Date:




          (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (f) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



 









 






          SECTION 4.03. Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants that as of the Closing Date and on each Purchase Date (except for
representations and warranties which relate to a specific date only):




          (a) Corporate Existence and Power. The Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of Delaware. The Purchaser has
full power and all material governmental licenses, authorizations, consents and approvals required
to carry on its business in each jurisdiction in which its business is now conducted, except where
the failure to have such governmental licenses, authorizations, consents and approvals would not
have, or could not reasonably be expected to have, a Material Adverse Effect. The Purchaser is
duly qualified to do business in, and is in good standing in, every other jurisdiction in which
the nature of its business requires it to be so qualified except where the failure to be so
qualified or in good standing would not have, or could not reasonably be expected to have, a
Material Adverse Effect.




          (b) Governmental Authorization; Contravention. The execution, delivery and
performance by the Purchaser of this Agreement and the other Transaction Documents to which it is
a party (i) are within the Purchaser’s limited liability company powers, (ii) have been duly
authorized by all necessary limited liability company action, (iii) require no action by or in
respect of, or filing with, any Governmental Authority or official thereof that has not been
taken, and (iv) do not contravene, or constitute a default under, any provision of (A) the
Purchaser’s organizational documents or (B) applicable law, rule or regulation or of any
agreement, judgment, injunction, order, writ, decree or other instrument binding upon the
Purchaser, the contravention of which, in any of the foregoing cases (except for the event
described in clause (iv)(A)) would have, or could reasonably be expected to have, a
Material Adverse Effect.




          (c) Binding Effect. This Agreement constitutes the legal, valid and binding
obligation of the Purchaser, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of
creditors generally or general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law).




     SECTION 4.04. Survival of Representations and Warranties. The
representations and warranties made pursuant to this Article IV on the date of any
purchase shall survive such purchase and the termination of this Agreement.



ARTICLE V



GENERAL COVENANTS




          SECTION 5.01. Affirmative Covenants of the Seller. At all times from the Closing
Date to the Final Collection Date, unless the Purchaser



 









 






otherwise consents in writing:




          (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) Licenses. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) Compliance with Law. The Seller shall comply in all material respects with all
applicable Laws, orders, writs, judgments, decrees, determinations and awards applicable to it
or any of its businesses or properties.




          (d) Preservation of Existence. The Seller will preserve and maintain its
existence, rights, franchises and privileges as a limited liability company in the jurisdiction
of its organization, and will qualify and remain qualified in good standing as a foreign
business
 entity in each jurisdiction where the failure to maintain such qualification would have,
or could reasonably be expected to have, a Material Adverse Effect.




          (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (f) Keeping of Records and Books of Account. The Seller itself or through its
agents will (i) keep proper books of record and account, which shall be maintained or caused to
be maintained by the Seller and shall be separate and apart from those of any Affiliate of the
Seller, in which full and correct entries shall be made of all financial transactions and the
assets and business of the Seller in accordance with GAAP, and (ii) maintain and implement
administrative and operating procedures (including without limitation an ability to recreate
records evidencing the Receivables purchased pursuant to this Agreement in the event of the
destruction of the originals thereof) and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of all the Acquired
Assets (including without limitation records adequate to permit the daily identification of all




Collections of and adjustments to each existing Receivable purchased pursuant to this
Agreement).




          (g) Location of Records. The Seller will keep its principal place of business and
chief executive office at the address of the Seller referred to in Section 4.01(h) and
will keep the other offices where it keeps the books, records and documents regarding the
Acquired Assets at the addresses of the Seller referred to on Schedule III, or in either
case, upon satisfaction of the conditions set forth in Section 5.02(f), at any other
location within the



 









 






United States.




          (h) Receivables Sale Agreement. The Seller shall, at its expense, timely perform
and comply with all provisions, covenants and other promises required to be observed by the
Seller under the Receivables Sale Agreement, maintain the Receivables Sale Agreement in full
force and effect, enforce the Receivables Sale Agreement in accordance with its terms, and, at
the request of the Purchaser, make to the Originator such reasonable demands and requests for
information and reports or for action as such Person may request to the extent that the Seller
is entitled to do the same thereunder.




          (i) Payment of Taxes, Etc. The Seller will pay promptly when due all taxes,
assessments and governmental charges or levies imposed upon it in respect of the Acquired
Assets, or in respect of its income or profits therefrom, and any and all claims of any kind
(including, without limitation claims for labor, materials and supplies) against the Seller in
respect of the Acquired Assets, except where such tax, assessment, charge or levy is being
contested in good faith and by proper proceedings and adequate reserves have been set up and
are being maintained in respect thereof on the Seller’s books and records.




          (j) Insurance Coverage.




     (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (ii).[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (k) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (l) Protection of Right, Title and Interest to Purchaser.




     (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (m) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




 












 






          (n) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (o) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (p) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (q) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (r) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (s) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (t) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (u) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(iv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(v) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY




 









 







 WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(vi)
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(xii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(xiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(xiv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 









 






(xv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xvi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].bligated for the debts of any
member of the Parent Group or any other Person;




(xvii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xviii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xx) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



          (v) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (w) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (x) Data Security.





(i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 









 






(iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(iv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



          (y) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (z) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




          (aa) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 5.02. Negative Covenants of the Seller. From the Closing Date until the
Final Collection Date, without the written consent of the Purchaser:




          (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




          (f) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].





 









 








          (g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (h) Data Security.





	 	(i)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(ii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]..
	 
	 	(iii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].





          Negative Covenant of the Purchaser. From the Closing Date until the Final
Collection Date:




          (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




ARTICLE VI



ADMINISTRATION AND COLLECTION



          SECTION 6.01. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 6.02. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



SECTION 6.03. Responsibilities of the Seller. Notwithstanding anything herein
to the contrary:




          (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



          (b) [CONFIDENTIAL PORTION OMITTED AND



 









 







FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 6.04. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




ARTICLE VII



INDEMNIFICATION



          SECTION 7.01. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].





     (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (iv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



     (v) [CONFIDENTIAL PORTION OMITTED AND



 









 






FILED
SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (vi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




          SECTION 7.02. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




ARTICLE VIII



CONFIDENTIALITY



     SECTION 8.01. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



     SECTION 8.02. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



 









 





     SECTION 8.03. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



ARTICLE IX




TERMINATION



          SECTION 9.01. Termination of Purchase Commitment.




          (a) Each of the following events shall constitute a “Termination
Event”
 hereunder:





     (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




     (ii) the occurrence of any Insolvency Event with respect to the Seller,
the Originator or any of their respective Affiliates;




     (iii) the occurrence of any material adverse change in the Seller’s, the
Originator’s or any of their respective Affiliates’ financial condition or
operations which has a Material Adverse Effect, but only with respect to the
performance under or the enforcement of the Transaction Documents;




     (iv) commencing with the rolling six (6) month period beginning on the nine
(9) month anniversary of the execution of this Agreement, the average aggregate
Structured Settlement Purchase Price for each month over any rolling six (6)
month period with respect to (A) all Receivables purchased pursuant to this
Agreement that are purchased during such period and (B) all Receivables
purchased pursuant to this Agreement in connection with which a request for a
Transfer Order has been made during such period does not equal or exceed
$1,000,000;



     (v) the occurrence of a change in Law that causes it to be illegal for the Originator, the
Purchaser or the Seller to continue to perform their respective material obligations under the
Transaction Documents;



     (vi) the determination by the Seller that its net worth with respect to the first three fiscal
quarters, and by its independent accountants in the case of the fourth fiscal quarter, in each case
in accordance with GAAP, is less than the Required Minimum Net Worth; provided that the
Purchaser, if it believes that any such determination by the Seller with respect to the first



 









 




three fiscal quarters is not accurate, may request that any such determination be made by the Seller’s
independent accountants in accordance with GAAP;




     (vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



     (viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



     (ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



     (x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



     (xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



     (xii) the occurrence of a Key Man Event; or



     (xiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



          (b) Upon the occurrence and during the continuation of a Termination Event, the Purchaser
may terminate its Purchase Commitment, with such termination effective as of the date specified
in a written notice to the Seller but in any event not earlier than the date of the Seller’s
receipt of such notice; provided, however, that, upon the occurrence of any Termination
Event described in Section 9.01(a)(ii), the Purchase Commitment shall automatically
terminate, without demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Seller. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) Notwithstanding any such termination of the Purchase Commitment described under paragraph
(b) above, all other provisions of this Agreement shall remain in full force and effect as provided
in Section 10.03.




          SECTION 9.02. Termination by the Seller.




 









 









          (a) The agreement of the Seller to sell Approved Receivables hereunder may be terminated
at any time by the Seller upon receipt by the Purchaser of a written notice indicating the
date upon which the Seller’s will exit from the business of, directly orindirectly, financing,
factoring, offering, purchasing or selling Receivables. Following the Purchaser’s receipt of
such notice, the Purchase Termination Date shall thereafter occur on the later of (i) the date
specified therefor by the Seller in such notice (which date shall not be earlier than the date
upon which such written notice is delivered to the Purchaser) or (ii) three (3) days after the
Purchaser’s receipt of such notice. If the Seller exercises its termination rights pursuant to
this Section 9.02, neither the Seller nor the any of its Affiliates (including the
Originator) will engage, directly or indirectly, in the business of financing, factoring,
offering, purchasing or selling Receivables during a period from the Purchase Termination Date
until the second (2nd) anniversary of such Purchase Termination Date.




          (b) Notwithstanding any such termination described under paragraph (a) above, all other
provisions of this Agreement shall remain in full force and effect as provided in Section
10.03.




          SECTION 9.03. Termination Fee. Upon the occurrence of any Termination Event (other
than pursuant to Section 9.01(a)(v)) prior to the Second Interest Rate Modification Date
and regardless of whether demand is made by the Purchaser, the Seller shall immediately remit to
the Purchaser an amount equal to the Termination Fee.




ARTICLE X



MISCELLANEOUS



          SECTION 10.01. Waivers; Amendments. No failure or delay on the part of the Purchaser
or the Seller (or any assignee thereof) in exercising any power, right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or remedy preclude any other further exercise thereof or the exercise of any other
power, right or remedy. The rights and remedies herein provided shall be cumulative and
nonexclusive of any rights or remedies provided by Law. Unless otherwise specifically provided
herein, any provision of this Agreement may be amended if, but only if, such amendment is in
writing and is signed by the Seller and the Purchaser.




          SECTION 10.02. Notices. All communications and notices provided for hereunder, other
than the standard operational notices referred to in Schedule VIII, which shall be sent
to the Purchaser’s Operations Department at the respective address set forth below, shall be in
writing and shall be given to the other party at the following address




 









 







or at such other address
as such party may hereafter specify for the purposes of notice to such party:



If to the Seller:

191 Peachtree Street NE, Suite 3300

Atlanta, GA 30303

Attention: Carlos Cadena

Telecopy No.: (404) 736-3620



with a copy to:



Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, FL 32202

Attention: Robert S. Bernstein, Esq.

Telecopy No.: 904-359-8700



If to the Purchaser:



Slate Capital LLC

c/o Risk Finance

70 Pine Street, 5th Floor

New York, NY 10270

Attention: President

Telecopy No.: 877-815-4469



with copies to:



Slate Capital LLC

c/o Risk Finance

70 Pine Street, 5th Floor

New York, NY 10270

Attention: Legal Department

Telecopy No.: 212-480-3923



Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

Attention: Michael J. Pinsel

Telecopy No.: 312-853-7036



If to the Purchaser’s Operations
Department:



Slate Capital LLC c/o Risk Finance

70 Pine Street, 5th Floor

New York, NY 10270

Attention: Surveillance Manager, Structured

Settlements Purchase Program






 









 







Telecopy No.: 866-741-3199



with a copy to Slate Capital LLC:



Slate Capital LLC

c/o Risk Finance

70 Pine Street, 5th Floor

New York, NY 10270

Attention: Edward O’Leary Attention:

Steven Selesny

Telecopy No.: 866-741-3199





 









 







Except as already set forth herein, each such notice or other communication shall be
deemed received and effective (i) if given by mail, three (3) Business Days following such
posting, postage prepaid, U.S. certified or registered, (ii) if given by overnight courier, one
(1) Business Day after deposit thereof with a national overnight courier service, or (iii) if
given by any other means, when received at the address specified above.




          SECTION 10.03. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          SECTION 10.04. GOVERNING LAW; ARBITRATION.




               (a) THOSE TERMS, CONDITIONS, AND PROVISIONS OF THIS AGREEMENT RELATING TO THE PURCHASES OF
THE ACQUIRED ASSETS AND THE ATTACHMENT, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY
INTERESTS IN THE ACQUIRED ASSETS GRANTED BY THE SELLER IN FAVOR OF THE PURCHASER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF
LAW PROVISIONS) OF THE STATE OF GEORGIA. ALL OTHER TERMS, CONDITIONS AND PROVISIONS OF THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.



               (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




               (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



 









 





               (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



               (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



               (f) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



               (g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



               (h) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



               (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



          SECTION 10.05. Execution in Counterparts; Severability. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.




          SECTION 10.06. Entire Agreement. This Agreement, together with the other Transaction
Documents, including the exhibits and schedules hereto and thereto, contains a final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all previous oral statements and other writings with respect
thereto.




          SECTION 10.07. Limitations on Liability. None of the members, managers, partners,
officers, employees, agents, shareholders, directors, trustees or holders of any ownership
interests of or in (x) the Purchaser or the Seller or (y) the members of the Purchaser or the
Seller, past, present or future, shall be under any liability to the Seller or the Purchaser,
respectively, any of their successors or assigns, or any other Person for any action taken or for
refraining from the taking of any action in such capacities or otherwise pursuant to this




 









 







Agreement or for any obligation or covenant under this Agreement, it being understood that
this Agreement and the obligations created hereunder shall be, to the fullest extent permitted
under applicable Law, solely the limited liability company obligations of the Purchaser and
limited liability company obligations of the Seller, respectively. The Seller, the Purchaser and
any member, manager, partner, officer, employee, agent, shareholder, director, trustee or holder
of an ownership interest of or in (x) the Seller or the Purchaser and (y) any members of the
Purchaser or the Seller, may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person (other than any Affiliate thereof) respecting any matters
arising hereunder.




          SECTION 10.08. Further Assurances. The Seller and the Purchaser hereby agree to do
and perform, from time to time, any and all acts and to execute any and all further instruments
required or reasonably requested by any other party hereto to more fully effect the purposes of
this Agreement. The Seller and the Purchaser further agree that each will consider in good faith
any and all changes the other may reasonably request to the notices, agreements, instruments and
documents in the Settlement Package; provided, that any such changes shall not apply with
respect to notices, agreements, instruments and documents in a Settlement Package that has already
been presented to a Claimant.




          SECTION 10.09. No Petition. The Seller, by entering into this Agreement, hereby
covenants and agrees that it will not at any time institute against the Purchaser, or solicit or
incite any other Person to institute for the purpose of joining in any such institution against
the Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or similar applicable
Law.




          SECTION 10.10. Headings. The headings herein are for purposes of reference only
and shall not otherwise affect the meaning or interpretation of any provision hereof.




          SECTION 10.11. Electronic Communications. Unless otherwise provided herein,
communications may be via e-mail; provided that if communication by e-mail is required
under this Agreement, but is not available for any reason, any other suitable means of written
communication providing for same or next day delivery shall be used in lieu thereof, including
without limitation by facsimile transmission or personal delivery.




          SECTION 10.12. No Partnership or Joint Venture. Nothing contained in this Agreement
shall be deemed or construed by the parties hereto or by any third person to create the
relationship of principal and agent or of a partnership or joint venture. The parties hereto agree
that they will not take any action contrary to the foregoing intention and agree to report the
transaction for all tax purposes consistent with the foregoing intention unless and until
determined to the contrary by an applicable tax authority.




[The remainder of this page is intentionally blank.]





 












 





          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



HAVERHILL RECEIVABLES, LLC, as the Seller



[CONFIDENTIAL PORTION OMITTED

AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL

TREATMENT].




Signature Page to

Purchase Agreement



 









 




SLATE CAPITAL LLC, as the Purchaser



[CONFIDENTIAL PORTION

OMITTED AND FILED

SEPARATELY WITH THE

COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL

TREATMENT].




Signature Page to

Purchase Agreement



 









 





SCHEDULE I




[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




Schedule I 









 





SCHEDULE II




Approved Annuity Providers


None.









Schedule II 









 








SCHEDULE III




Seller’s Location of Records



701 Park of Commerce Blvd., Suite 301

Boca Raton, FL 33487




Schedule III 









 







SCHEDULE IV



ERISA Matters



None.



Schedule IV 









 





SCHEDULE V




Definitions



          “Acquired Assets” shall mean the Receivables purchased pursuant to this
Agreement and the associated Related Assets related thereto.




          “Additional Criteria” shall mean the criteria set forth on Schedule VII
hereto; provided, however, that such criteria may from time to time be amended by the
Purchaser in its sole discretion if such amendment would expand the definition of Additional
Criteria to allow for the purchase by the Purchaser of a Receivable which would not have qualified
as an Approved Receivable prior to such amendment and such modified criteria shall become effective
immediately upon delivery to the Originator.




          “Affiliate” shall mean, for any specified Person, any other Person controlling or
controlled by, or under common control with, such specified Person. For the purposes of this
definition, “control” (including the terms “controlling,” “controlled by” and “under common
control with”) when used with respect to any specified Person shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of such
Person whether through the ownership of voting securities, by contract or otherwise and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. For the avoidance of
doubt, the term “Affiliate” shall not include the Federal Reserve Bank of New York, any other
Federal Reserve Bank, the U.S. Department of the Treasury or any other related Governmental
Authority.




          “Aggregate Annual Purchase Limit” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].





“Alternate Sellers” shall have the meaning set forth in [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



          “Annuity Contract” shall mean an annuity contract issued by an Annuity Provider to
fund the obligations of an Obligor under a Settlement Agreement.




          “Annuity Provider” shall mean the issuer of any Annuity
Contract.




          “Approved Annuity Providers” shall mean an Annuity
Provider:




          (i) domiciled in the United States or Canada;




          (ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].







Schedule V-1









 








          (iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          “Approved Receivables” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Approved Settlement Price” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Approved Settlement State” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Assignee” shall mean the Person to which the obligations to make payments under
a Settlement Agreement have been assigned pursuant to an Assignment.




          “Assignment” shall mean an assignment of the obligations to make payments under
a Settlement Agreement to an Assignee.




          “Authorization and Direction to Provide Death Certificate” shall mean an Authorization
and Direction to Provide Death Certificate in a form to be determined by the Seller and the
Purchaser.




          “Batch Report” shall mean a schedule in a form mutually agreed upon by the Purchaser,
the Seller and the Originator prior to the Closing Date, which form may from time to time be
amended with the consent of each of the Originator, the Purchaser and the Seller.




          “Bloomberg Curve S23 Page” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Business Day” shall mean any day other than a Saturday or Sunday or any other day
on which commercial banks in Wilmington, Delaware or New York, New York are authorized or
obligated by Law, executive order or governmental decree to be closed.




          “Capital Stock” shall mean the equity securities of a corporation, the voting
partnership interests of a partnership and the voting membership interests of a limited liability
company.




          “Change of Control” shall mean[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




          “Claimant” shall mean any Person(s) which is entitled to receive payments under a
Settlement Agreement. In the event that a Settlement Agreement provides payments to more






Schedule V-2









 







than one Person, “Claimant” shall refer to all such Persons.




          “Claimant Account” shall mean an account (i) identified as the “Claimant Account”,
(ii) held at an Eligible Institution, (iii) in connection with which the Purchaser has online,
read-only access, (iv) subject to an account control agreement in favor of the Purchaser and
(v) for which the Seller owns any and all accrued interest on such Claimant Account.




          “Claimant Information” shall mean medical, health, financial and personal information
about a potential Claimant or a Claimant or any spouse of such Person obtained in connection with
a Claimant Purchase Agreement, including a Claimant’s name, street or mailing address, electronic
mail address, telephone or other contact information, employer, social security or tax
identification number, date of birth, driver’s license number, state identification card number,
financial account, credit or debit card number, health insurance information, or photograph or
documentation of identity or residency (whether independently disclosed or contained in a
Settlement Package).




          “Claimant Purchase Agreement” shall mean an Absolute Sale and Security Agreement
substantially in the form of Exhibit E pursuant to which a Claimant sells, assigns and
conveys to the Originator all or a portion of such Claimant’s right, title and interest in certain
payments which the Claimant is to receive under a Settlement Agreement.




          “Closing Date” shall mean February 1, 2010.




          “Collections” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Control” shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise.




          “Controlled Group” shall mean all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control which, together with
the Seller or any Subsidiary, are treated as a single employer under Section 414(b) or 414(c) of
the Internal Revenue Code of 1986, as amended from time to time.




          “Credit Report” shall mean a consumer credit report in respect of a Person based
upon such Person’s social security number, from such firms or institutions as the Purchaser may
from time to time select and notify to the Seller.




          “Daily Report” shall have the meaning assigned to such term in the Servicing




          Agreement.




          “Data Security Breach” shall mean the loss or misuse of Claimant Information, the
unauthorized and/or unlawful Processing, disclosure, access, alteration, corruption, transfer,
sale or rental, destruction, or use of Claimant Information, or any other act or omission that
compromises the security, confidentiality, or integrity of Claimant Information.





“Defaulted Receivable” shall mean a [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A



Schedule V-3









 







REQUEST FOR CONFIDENTIAL TREATMENT].




     (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




     (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




     (c) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




     (d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




     (e) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




     (f) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




          “Delinquent Receivable” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Disbursement Schedule and Data File” shall mean [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Discrepancy Notice Date” shall have the meaning set forth in Section 2.02(a).




          “Discretionary Receivable” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Eligibility Criteria” shall mean the criteria set forth on Schedule VI;
provided, however, that such criteria may from time to time be amended by the Purchaser in
its sole discretion if such amendment would expand the definition of Eligibility Criteria to
allow for the purchase by the Purchaser of a Receivable which would not have qualified as an
Approved Receivable prior to such amendment and such modified criteria shall become effective
immediately upon delivery to the Seller.







Schedule V-4









 








          “Eligible Institution” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Eligible Receivable” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Eligible Receivable Purchase Procedures” shall mean [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same
may be amended or supplemented from time to time, and any successor statute, and the rules and
regulations thereunder, as from time to time in effect.




          “ERISA Affiliate” shall mean any (i) corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue
Code) as the Seller, (ii) partnership or other trade or business (whether or not incorporated)
under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the
Seller, or (iii) member of the same affiliated service group (within the meaning of Section 414(m)
of the Internal Revenue Code) as the Seller, any corporation described in clause (i) above or any
partnership, trade or business described in clause (ii) above.




          “Final Collection Date” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “First Interest Rate Modification Date” shall mean [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “GAAP” shall mean U.S. generally accepted accounting principles as are in effect from
time to time and applied on a consistent basis (except for changes in application in which the
Seller’s independent certified public accountants and the Purchaser concur) both as to
classification of items and amounts.




          “Governmental Authority” shall mean any national, federal, state, local or other
government or political subdivision or any agency, authority, bureau, central bank, commission,
department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each
case whether foreign or domestic.




          “HIPAA Consent” shall mean an Authorization for Use and/or Disclosure of Health
Information in substantially the form attached as an exhibit to the form of Claimant
Purchase Agreement.




          “Holdback Account” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].







Schedule V-5









 








          “Holdback Portion” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Indemnified Loss” shall have the meaning set forth in Section
7.01(a).




          “Indemnified Party” shall have the meaning set forth in Section
7.01.




          “Independent Director” shall mean a director of the Seller who (i) shall not have
been at the time of such Person’s appointment or at any time during the preceding five (5) years,
and shall not be as long as such Person is a director of the Seller, (A) a director, officer,
employee, partner, shareholder, member, manager or Affiliate of any of the following Persons
(collectively, the “Independent Parties”): Seller or Originator or any of their
respective Subsidiaries or Affiliates, (B) a supplier to any of the Independent Parties, (C) a
Person controlling or under common control with any partner, shareholder, member, manager,
Affiliate or supplier of any of the Independent Parties, or (D) a member of the immediate family
of any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier
of any of the Independent Parties; (ii) has prior experience as an independent director for a
corporation or limited liability company whose charter documents required the unanimous consent
of all independent directors thereof before such corporation or limited liability company could
consent to the institution of bankruptcy or insolvency proceedings against it or could file a
petition seeking relief under any applicable federal or state law relating to bankruptcy and
(iii) has at least three (3) years of employment experience with one or more entities that
provide, in the ordinary course of their respective businesses, advisory, management or placement
services to issuers of securitization or structured finance instruments, agreements or
securities.




          “Insolvency Event” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Inspection” shall have the meaning set forth in Section 5.01(e).




          “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as the same may
be amended or supplemented from time to time, or any successor statute, and the rules and
regulations thereunder, as the same are from time to time in effect.




          “Key Man Event” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Law” or “Laws” shall mean (i) in all cases, any law (including common
law), treaty, rule or regulation and (ii) when used with respect to any Person, (a) any final
determination of an arbitrator or Governmental Authority that is binding on such Person and (b)
the certificate of incorporation or formation and limited liability company or partnership
agreement or by-laws or other organizational or governing documents of such Person.







Schedule V-6









 








          “Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or
other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or
involuntarily given, including without limitation any conditional sale or title retention
arrangement, and any assignment, deposit arrangement or lease intended as, or having
the effect of, security and any filed financing statement or other notice of any of
the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the
filing).




          “Life Contingent Interest Rate” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Life Contingent Periodic Payments” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Life Contingent Structured Settlement” shall mean [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Life Contingent Structured Settlement Purchase Price” shall mean the sum of each of
the Life Contingent Periodic Payments, multiplied by its respective Survival Probability, and
discounted at the Life Contingent Interest Rate in effect as of the related Purchase Date.




          “Lock-Box” shall mean a post office box described in Schedule I of the
Servicing Agreement as a Lock-Box and/or any other post office box from time to time hereafter
designated by the Servicer as a Lock-Box in accordance with the terms thereof.




          “Lock-Box Account” shall have the meaning set forth in the Servicing
Agreement.




          “Material Adverse Effect” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Medical Authorizations” shall mean, with respect to any Claimant, a duly
completed and executed HIPAA Consent and Authorization and Direction to Provide Death
Certificate.




          “Medical Questionnaire” shall mean, with respect to any Claimant, a duly completed
questionnaire in substantially the form attached as Exhibit G, provided, however, that
during the Selling Period, the Purchaser may from time to time modify such questionnaire as it may
determine in its reasonable judgment and such modified questionnaire shall become effective
immediately upon delivery to the Seller and the Originator.




          “Monthly Report” shall have the meaning assigned to such term in the Servicing
Agreement.








Schedule V-7









 








          “Mortality Rating” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Mortality Table” shall mean the[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Multiemployer Plan” shall mean a Plan maintained pursuant to a collective bargaining
agreement or any other arrangement to which the Seller or any member of the Controlled Group is a
party to which more than one employer is obligated to make contributions.





“Non-Exclusive Fee” shall have the meaning set forth in [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



          “Non-Split Payment Lock-Box” shall have the meaning set forth in the Servicing
Agreement.




          “Non-Split Payment Lock-Box Account” shall have the meaning set forth in the
Servicing Agreement.




          “Notice Parties” shall mean the applicable Annuity Provider, Obligor, Assignee, and
any other Person required to receive notice under any applicable Transfer Statute or in
connection with any applicable garnishment proceeding.




          “Notice Procedures” shall mean, with respect to any notice or Transfer Order
required to be delivered to any Person, that such notice or Transfer Order shall be delivered by
(i) national overnight courier service, (ii) certified mail, return receipt requested, (iii)
electronic mail (when permitted) or (iv) personal delivery.




          “Obligor” shall mean with respect to any Receivable, any party obligated to make
Periodic Payments under any Settlement Agreement.




          “Omnibus Consent” shall mean an Omnibus Consent and Acknowledgment Regarding
Financial and Other Personal Information in substantially the form attached as an exhibit to
the form of Claimant Purchase Agreement.




          “One-Month LIBOR” shall mean the monthly rate of interest (rounded upward, if
necessary, to the nearest 1/16 of 1%) as determined on the basis of the offered rates for deposits
in dollars, for a period of one month, which appears on the Bloomberg Curve S23 Page as of 11:00
a.m. (London time). If the rate cannot be determined by reference to the Bloomberg Curve S23 Page,
then One-Month LIBOR will be determined on the basis of offered rates for deposits in Dollars for a
period of one month as offered by the Reference Bank in the London interbank market at
approximately 11:00 a.m. (London time).









Schedule V-8









 








          “Originator” shall have the meaning set forth in the Recitals.




          “Originator Default” shall have the meaning set forth in the Receivables
Sale
Agreement.




          “Overpayment Amount” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Parent Group” shall mean the Originator, Imperial Holdings, Inc., and any of
their respective direct or indirect Subsidiaries or Affiliates, whether now existing or
hereafter created.




          “Periodic Payments” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Permitted Split Payment” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          (ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          (iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




          “Person” shall mean any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust, unincorporated
association, Governmental Authority or any other entity.




          “Plan” shall mean an employee pension benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code
as to which the Seller or any Subsidiary may have any liability.




          “Processing” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





Schedule V-9











 





          “Purchase” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Purchase Amount” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Purchase Commitment” shall mean the obligation of the Purchaser to make
Purchases hereunder in accordance with the terms hereof.




          “Purchase Date” shall mean, with respect to any Receivable purchased pursuant to this
Agreement, the date such Receivable is purchased by the Purchaser from the Seller.




          “Purchase Deliverables” shall have the meaning set forth in Section
2.01(b).




          “Purchase Notice” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Purchase Termination Date” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Purchaser” shall have the meaning set forth in the Recitals.




          “Receivable” shall mean (i) all rights, title and interest in or to certain
Periodic Payments (or portions thereof) and (ii) all other rights (but not obligations or
liabilities), in any case which are purchased by the Originator from a Claimant pursuant to a
Claimant Purchase Agreement, including without limitation all rights to receive such Periodic
Payments from any Assignee pursuant to an Assignment, whether such Periodic Payments (or such
portions thereof) constitute accounts, general intangibles (including without limitation
payment intangibles), investment property, intangible or tangible chattel paper (including
without limitation electronic chattel paper), instruments, documents, securities, cash,
supporting obligations, or any other kind of property, and “Receivables” shall mean all
such Receivables.




          “Receivables Sale Agreement” shall have the meaning set forth in the
Recitals.




          “Recharacterization” shall have the meaning set forth in
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Records” shall mean all Claimant Purchase Agreements and other documents,
books, records and other information (including without limitation, computer programs, tapes,




Schedule V-10









 







discs, punch cards, data processing software and related property and rights) maintained with
respect to the Receivables and the related Claimants.




          “Reference Bank” shall mean Citibank, N.A., or such other bank as the Purchaser may
designate from time to time.




          “Rehabilitated” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Related Assets” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Related Property” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Remittance Date” shall have the meaning set forth in [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].




          “Reportable Event” shall mean a reportable event as defined in Section 4043 of ERISA
and the regulations issued under such Section, with respect to a Plan, excluding, however, such
events as to which the Pension Benefit Guaranty Corporation by regulation or by public notice
waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of
the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waivers in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Internal Revenue Code.




          “Repurchase Price” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Required Minimum Net Worth” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Responsible Officer” shall mean, with respect to any Person, any President,
Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting
Officer or in-house General Counsel of such Person.




          “Risk Finance” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Risk Finance Companies” shall mean [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].




Schedule V-11









 








          “Second Interest Rate Modification Date” shall mean [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Securitization Transaction” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Seller” shall have the meaning set forth in the Preamble.




          “Selling Period” shall mean period beginning on the Closing Date and ending on the
Purchase Termination Date.




          “Servicer” shall mean the Person serving in such capacity under the Servicing
Agreement and under the other Transaction Documents.




          “Servicer Default” shall have the meaning set forth in the Servicing
Agreement.




          “Servicing Fee” shall mean, [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]..




          “Settlement Agreement” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Settlement Package” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Single Employer Plan” shall mean a Plan maintained by the Seller or any member of
the Controlled Group for employees of the Seller or any member of the Controlled Group, but
excluding any Multiemployer Plan.




          “Slate” shall have the meaning set forth in the Preamble.




          “Special Power of Attorney” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Split Payee” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Split Payment” shall mean, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




Schedule V-12









 








          “Split Payment Lock-Box” shall have the meaning set forth in the Servicing
Agreement.




          “Split Payment Lock-Box Account” shall have the meaning set forth in the
Servicing Agreement.




          “Structured Settlement” shall mean an arrangement satisfying all applicable
requirements of Section 5891 of the Internal Revenue Code in which Periodic Payments are
disbursed over a specified period of time as compensation for an injury, damage or other claim
settlement.




          “Structured Settlement Purchase Price” shall mean [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Subsidiary” shall mean, with respect to any Person at any time, (a) any corporation
or trust of which 50% or more (by number of shares or number of votes) of the outstanding Capital
Stock or shares of beneficial interest normally entitled to vote for the election of one or more
directors or trustees (regardless of any contingency which does or may suspend or dilute the
voting rights) is at such time owned directly or indirectly by such Person or one or more of such
Person’s subsidiaries, or any partnership of which such Person is a general partner or of which
50% or more of the partnership interests is at the time directly or indirectly owned by such
Person or one or more of such Person’s subsidiaries, and (b) any corporation, trust, partnership
or other entity which is controlled or capable of being controlled by such Person or one or more
of such Person’s subsidiaries.




          “Successor Servicer” shall mean the Person acting as “Successor Servicer” under and
as defined in the Servicing Agreement.




          “Survival Probability” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Technical and Organizational Security Measures” shall mean those commercially
reasonable and appropriate measures to prevent a Data Security Breach.




          “Ten-Year Benchmark Interest Rate” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Term Certain Interest Rate” shall mean [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




          “Term Certain Periodic Payments” shall mean the Periodic Payments that the Obligor is
obligated to disburse, irrespective of the death of the respective Claimant.




          “Term Certain Structured Settlement” shall mean a Structured Settlement in
which the related Periodic Payments are disbursed over a specified period of time.




          “Term Certain Structured Settlement Purchase Price” shall mean the sum of each




Schedule V-13









 







of the Term Certain Periodic Payments, discounted at the Term Certain Interest Rate in effect on the
related Purchase Date.




          “Terminally Ill” shall mean having an illness or sickness that can reasonably be
expected to result in death in 24 months or less.




          “Termination Event” shall have the meaning set forth in
Section 9.01(a).




          “Termination Fee” shall mean $5,000,000.




          “Transaction Documents” shall mean this Agreement, the Receivables Sale Agreement,
the Servicing Agreement, the Claimant Purchase Agreements related to any Receivables sold
hereunder and any other agreements, instruments, certificates or documents delivered or
contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as
the same may be supplemented or amended from time to time hereafter in accordance herewith or
therewith, and “Transaction Document” shall mean any of the Transaction Documents.




          “Transaction Information” shall have the meaning set forth in [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].




          “Transfer Order” shall mean a final, written order of a court of competent
jurisdiction (i) in any Approved Settlement State evidencing such court’s approval of a transfer of
some or all of a Claimant’s rights under a Receivable to (x) the Seller or (y) the Originator and
subsequently the Seller, which transfer has been made in accordance with such state’s Transfer
Statute and (ii) issued pursuant, and in full compliance with, Section 5 891 (b)(2)(A) and Section
5 891 (b)(2)(B)(ii) of the Internal Revenue Code, which order is binding with respect to such
Claimant and each of the Notice Parties and the form of which complies with applicable Law.




          “Transfer Statute” shall mean any statute which has been enacted in any state, as
such statute shall be amended from time to time, and which (i) authorizes, subject to compliance
therewith, the transfer of a Receivable by the original payee thereunder to a transferee and (ii)
constitutes an “applicable state statute” for purposes of Section 5891 of the Internal Revenue
Code.




          “Transferee” means any trustee, collateral trustee, indenture trustee, issuing
vehicle or other Person to which the Purchaser (whether directly or indirectly through any of
the foregoing) has from time to time sold, assigned, pledged and/or otherwise transferred, pursuant
to one or more Securitization Transactions or any other transaction, all or a portion of its
interest in all or a portion of the Acquired Assets.




          “UCC” shall mean the Uniform Commercial Code (or any successor statute) as in effect
from time to time in the State of Georgia or any other jurisdiction the Laws of which are required
by Part 3 of Article 9 thereof to be applied in connection with the issue of the perfection of
security interests.




          “Unfunded Liabilities” of a Plan shall mean the amount (if any) by which the




Schedule V-14









 







present value of all vested pension benefit obligations under such Plan exceeds the fair market
value of all Plan assets allocable to such benefits, all determined in accordance with GAAP,
including without limitation Financial Accounting Standards Board Statement No. 87, “Employers’
Accounting for Pensions”.




          “United States” shall mean the United States of America.




          “USA PATRIOT Act” shall mean the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), as amended from time to time.






Schedule V-15









 








SCHEDULE VI




Eligibility Criteria



(i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



(iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(iv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(v) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(vi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



(xii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



(xiv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].






Schedule VI-1









 








SCHEDULE VII




Additional Criteria


(i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(ii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(iv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(v) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(vi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xvi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xvii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE






Schedule VII









 







COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



(xviii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xx) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxiv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxvi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxvii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



(xxviii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxx) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



(xxxi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



(xxxii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



(xxxiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].






Schedule VII-2









 








SCHEDULE VIII




Standard Operational Notices



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REUEST FOR
CONFIDENTIAL TREATMENT]..




Schedule VIII









 








SCHEDULE IX




Proceedings



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Schedule IX









 








SCHEDULE X




Structured Settlement Purchase Capacity



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].







Schedule X 









 








SCHEDULE XI




Post-Closing Obligations



1.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



2.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



3.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].



4.) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].





	 	a)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	b)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	c)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	d)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	e)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	f)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	g)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	h)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




Schedule XI









 












		 	i) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




Schedule XI-2









 











SCHEDULE XII




Mergers; Tradenames



Name entity was formed with: Haverhill Receivables II, LLC





Schedule XII











 





EXHIBIT A



Form of Demand Note



Exhibit A to this Agreement has been omitted in its entirety


pursuant to a request for confidential treatment.  An unredacted


copy hereof has been filed separately with the United States Securities


and Exchange Commission pursuant to a request for confidential treatment.




 









 





EXHIBIT B




Form of Purchase Notice



PURCHASE NOTICE



, 20      



Slate Capital LLC

c/o Risk Finance

70 Pine Street, 5th Floor

New York, NY 10270

Attention: [     ]

Telecopy No.: [     ]




[       ] [       ] [        ]

Telecopy No.: [     ]




Re: [Last Name_First Name_Deal Form ID_DN]




Ladies and Gentlemen:




          The undersigned, Haverhill Receivables, LLC (the “Seller”), refers to the Purchase
Agreement, dated as of February 1, 2010 (as amended, restated, supplemented or otherwise modified
from time to time, the “Purchase Agreement”) between the Seller and Slate Capital LLC (the
“Purchaser”). Capitalized terms used and not otherwise defined herein have the meanings
specified in the Purchase Agreement.




          The Seller hereby gives you notice irrevocably, pursuant to Section 2.01 of the
Purchase Agreement, that the Seller hereby requests a Purchase under the Purchase Agreement, and in
that connection sets forth below the information relating to such Purchase (the “Proposed
Purchase”) as required by Section 2.01 of the Purchase Agreement:





	 	(i)	 	The Purchase Date of the Proposed Purchase is: [     ].
	 
	 	(ii)	 	The aggregate Purchase Amount in respect of the Proposed
Purchase is $[                    ].
	 
	 	(iii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(iv)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





          The Seller hereby certifies that the conditions precedent in Section 3.02 of the




Exhibit B-3



 









 




Purchase Agreement are satisfied, including without limitation that the following statements
are true on the date of the Proposed Purchase (before and after giving effect to the Proposed
Purchase):





	 	(1)	 	the representations and warranties contained in Article
IV of the Purchase Agreement are correct in all material respects on and
as of such day as though made on and as of such date (except for those
representations and warranties which are made as of a certain date, which
representations and warranties shall be true and correct on and as of such
date made);
	 
	 	(2)	 	no Termination Event has occurred and is continuing,
and the Purchase Termination Date has not yet occurred; and
	 
	 	(3)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





          Upon the payment of the Purchase Amount, title to the Acquired Assets included in the Proposed
Purchase shall vest in the Purchaser.




	 	 	 	 	 
	 	Very truly yours,



HAVERHILL RECEIVABLES, LLC, as the 

Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit B-3



 









 





SCHEDULE I




TO



PURCHASE NOTICE



Disbursement Schedule and Data File



[Attached.]



Exhibit B-3



 









 





EXHIBIT C




List of Closing Documents



[Attached.]



Exhibit C



 









 





List of Closing Documents



1. Purchase Agreement, dated as of February 1, 2010, by and between Haverhill
Receivables, LLC and Slate Capital LLC.



2. Receivables Sale Agreement, dated as of February 1, 2010, by and between Washington Square
Financial, LLC and Haverhill Receivables, LLC.



3. Servicing Agreement, dated as of February 1, 2010, by and among Washington Square
Financial, LLC, Haverhill Receivables, LLC and Slate Capital LLC.



4. Limited Liability Company Agreement of Haverhill Receivables, LLC, dated as of
February 1, 2010, by and between Imperial Holdings, Inc. and Jill A. Russo, as the
independent director.



5. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



8. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



9. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



10. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



11. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



12. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



13. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].







 









 







14. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



15. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



16. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].



17. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].









 









 








EXHIBIT D




Eligible Receivable Purchase Procedures



[Attached.]



 









 





IMPERIAL STRUCTURED SETTLEMENTS

ISS Eligible Receivables Purchase Procedures




Department Overview



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].





	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Account Executive / Sales



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Disclosures Out



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].







 









 







[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Contract Back Specialist



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Court Order and Transmittal Groups



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




Funding



[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].




[REMAINDER OF PAGE INTENTIONALLY BLANK]











 









 








APPENDIX A




Customer Contracts




	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	•	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].






 











 








EXHIBIT E




Form of Claimant Purchase Agreement



[Attached.]



 









 





ABSOLUTE SALE AND SECURITY AGREEMENT

(THE “AGREEMENT”)

[Sign Date]”



I, [Customer Name]” , (“I”, “Me” or “Seller”) residing at [ADDRESS, CITY, STATE ZIP]” am
entitled to [Periodic Payments]” (the” Periodic Payments”), which I am receiving as a result of
the settlement of a personal injury claim. The terms of the settlement are set forth in an
agreement (the “Settlement Agreement”). The Periodic Payments are due to Me from [OBLIGOR] (the
“Settlement Obligor”). The Settlement Agreement provides for the Periodic Payments to be paid to
Me through an annuity issued by [ISSUER] (the “Annuity Issuer), bearing Annuity Contract Number
[CONTRACT NUMBER]” .



A. I agree to sell and transfer to Washington Square Financial, LLC dba Imperial Structured
Settlements (“You “or “Purchaser”) all of my rights to and interest in the following payments,
which I am due to receive under the Settlement Agreement:




          [PAYMENT STREAM]” (the “Settlement Payments”)



In consideration for selling and transferring to You my rights to receive these payments, You
shall pay Me the sum of: [NET PURCHASE PRICE]” (the “Purchase Price”).



B. I hereby make the following unconditional representations, warranties and promises:




     1. No one other than Me has any interest or claim of any kind or nature in, to or under the
Settlement Payments.



     2. I am not indebted to anyone that would in any way affect either the sale and transfer of
the Settlement Payments referenced above or Purchaser’s absolute rights to receive the Settlement
Payments.



     3. I agree to conduct my affairs so as to ensure that You receive the Settlement Payments
exactly as described in Paragraph A above.


C. I understand and agree that I will be in breach of this Agreement if:




     1. Any of the representations set forth in Paragraphs B (1) and B (2) at any time turn out to
be untrue.



     2. I fail to perform the promise set forth in Paragraph B (3) above.



     3. Either the Settlement Obligor or the Annuity Issuer refuses or fails to make any one or
more of the Settlement Payments as a result of any act by Me, my estate, my representatives, or
any of my heirs.



     4. I fail to promptly forward to You any of the Settlement Payments that might be received



 









 







by Me from the Settlement Obligor or the Annuity Issuer after the sale and transfer to You has
been completed.



     5. I fail to fulfill any other obligation of mine under this Agreement.


D. Your obligation to complete this transaction, and to pay Me the Purchase Price depends upon the
following conditions being satisfied unless waived by You.




     1. You shall be satisfied, in Your sole reasonable judgment, that there are no claims or
interests of any kind or nature that do or could affect rights to or interest in the Settlement
Payments and/or prevent or interfere with Your receipt of the Settlement Payments on the dates and
in the amounts described above Paragraph A, exactly in such amounts and at the times set forth
therein.



     2. You have received a final non-appealable court order and/or a signed acknowledgment from
Settlement Obligor and Annuity Issuer satisfactory to the Purchaser in its sole discretion
(collectively referred to as the “Order”), which You, in Your sole judgment, consider sufficient
to recognize, authorize, and provide for the transfer by sale of the Settlement Payments (which
may continue to be made out to my name) to You, Purchaser, and to insure that the Periodic
Payments due on or after the day of the Order will be forwarded directly to You.


E. Security Interest. Seller and Purchaser intend that the sale of the Settlement Payments
referenced above shall constitute a “sale” from the Seller to the Purchaser under applicable law,
which sales are absolute and irrevocable and provide the Purchaser with all indicia and rights of
ownership of the Settlement Payments. Neither the Seller nor the Purchaser intends the
transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from
the Purchaser to the Seller secured by the Settlement Payments. If, notwithstanding the intention
of the parties expressed above, any sale by the Seller to the Purchaser of the Settlement Payments
shall be characterized as a secured loan and not a valid sale or absolute transfer or such sale or
transfer shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed
to constitute a security agreement under the UCC and other applicable law in the rights to and
interest in payments due to Me under the Settlement Agreement which I am selling to You under this
Agreement. This security interest secures payment of the rights sold by Seller to Purchaser and
the performance of Seller’s obligations above. Seller authorizes Purchaser to direct any account
debtor or obligor on an instrument, without limitation, Settlement Obligor or Annuity Issuer, to
make periodic payments directly to Purchaser and as contemplated by the Uniform Commercial Code.
Purchaser is authorized to file a UCC-1 Financing Statement to perfect Purchaser’s rights and the
security interest intended to be created under this Agreement.



F. Except as otherwise required by applicable statutory law, this Agreement shall be governed by
and interpreted in accordance with the law of the state of residence of the Seller on the date of
this Agreement.



G. I hereby grant You an Irrevocable Power of Attorney with full powers of substitution to do all
acts and things that I might do regarding the Settlement Payments, and any and all rights I have
under the Settlement Agreement. I understand and intend that by doing so, I am giving You all of
the power and right I currently have under the Settlement Agreement to endorse checks, drafts or
other instruments, to alter, edit and change payment instructions and/or beneficiary designations,
and/or to


 









 






 perform any other act in my name that in Your sole discretion as my Attorney-in-Fact is necessary
or expedient for You to obtain all of the benefits of the bargain contemplated by this
transaction. This power of attorney is coupled with an interest and shall survive my death or
disability.



H. Payments Received by Party Other Than the Party Intended to Receive the Payments.




     1. If prior to the completion of the transfer provided for in this Agreement, I receive any
of the Settlement Payments or any portion thereof, I understand and agree an equal amount shall be
deducted from the Purchase Price, and the Purchase Price shall be reduced in the same amount as
these payments, and that the terms of this Agreement regarding the payments to be assigned, shall
be treated as amended to reflect for the adjusted amount.



     2. In the event You receive or otherwise come into possession of any of the Periodic
Payment(s) or portion(s) thereof which are not included in the payments being absolutely sold to
You pursuant to this Agreement, You agree to forward such amount(s) to Me at the address set forth
above within seven (7) days of receipt of such amount(s).


I. You shall be entitled to, and are authorized by Me to discharge any liens or adverse claims
against Me or any of the Settlement Payments, whether of not such adverse claims are disclosed,
and You are further authorized by Me, provided You furnish prior written notice to Me, to pay any
and all amounts necessary or if the Purchase Price has been deposited into an escrow account, to
instruct the escrow agent to pay any and all amounts necessary to discharge such liens or other
adverse claims. I understand and agree that any such amounts that You pay are payments You are
making on my behalf and shall reduce the Purchase Price. Adverse claims may include disclosed
amounts to be deducted by You from the Purchase Price to pay You, as servicer for Washington
Square Financial, LLC dba Imperial Structured Settlements, to enable Me to obtain Washington
Square Financial, LLC dba Imperial Structured Settlements’ release of its encumbrance on a portion
of the Settlement Payments relating to a prior transfer transaction(s) that occurred before the
enactment of the applicable statue (“Transfer Act”) regulating such transfers. I understand and
acknowledge that the law currently in effect requires that such encumbrance be released in order
to complete the transfer that is the subject of this Agreement.



J. This Agreement shall take effect on the date it is signed by Me (the Seller) or on such later
date prescribed by applicable law.



K. All disclosure statements I receive from You in connection with this transaction are a material
part of this Agreement and shall be considered part of the terms of this Agreement and shall be
read as if the contents of the disclosure statement were set forth in full in the body of this
Agreement.



L. I know that it will take some time for the Settlement Obligor and the Annuity Issuer to receive
and process the court order once it is granted. I would like to receive the Purchase Price or a
portion thereof as soon as possible thereafter. Accordingly, I hereby request Purchaser to pay Me
a portion of the Purchase Price as soon as possible after the court order is granted and authorize
Purchaser to hold in escrow an amount it deems necessary or advisable from the Purchase Price (the
“Escrow Amount”) until all conditions precedent have been satisfied, including, without
limitation, the receipt by Purchaser of the Settlement Obligor and the Annuity Issuer’s
acknowledgment of the terms of the court order in writing and their agreement to honor and comply
with same. At such time or earlier as


 









 






 Purchaser may determine, I understand that Purchaser will send the Escrow Amount to Me minus any
Settlement Payments that the Annuity Issuer and/or Settlement Obligor sent to Me while the
Settlement Obligor and the Annuity Issuer were processing the court order.



M. I have the right to cancel this Agreement, without penalty or further obligation, within the
first three business days after the date the Agreement is signed, by providing You with written
notice within three (3) day period, as provided for in Paragraph N.



N. All notices, demands, and other communications required or permitted under this Agreement must
be made in writing, and delivered by hand, via the United States Post Office, Certified Mail,
Return Receipt Requested, or by overnight delivery service, to You or Me as the recipient at the
address set forth in the beginning of this Agreement and must be evidenced by a receipt showing
time, date of delivery and the person receiving the delivery.



In witness whereof I hereunto set my hand.




_____________________________________          




[CUSTOMER NAME]”          



STATE OF ______________________________



COUNTY OR CITY OF______________________




     On the ______day of_____________, in the year ________ before me, the undersigned, personally
appeared [Customer Name]” personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument, and
acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which
the individual(s) acted, executed the instrument.


_______________________________



Notary




PLEASE DO NOT SIGN THIS

 DOCUMENT UNTIL [Sign Date]”



My Commission expires on: ___________________



Accepted:



Washington Square Financial, LLC dba Imperial Structured Settlements




_______________________________

Title:

Date:




 









 





EXHIBIT F




Model Structured Settlement Transfer Statute



[Attached.]



 









 






Exhibit “C”




			
	 	 	 
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 1 of 6






Proposed

MODEL STATE STRUCTURED SETTLEMENT PROTECTION
ACT




          SECTION 1. TITLE. This Act shall be known and referred to as the “Structured
Settlement Protection Act.”




          SECTION 2. DEFINITIONS. For purposes of this Act—





     (a) “annuity issuer” means an insurer that has issued a contract to fund
periodic payments under a structured settlement;




     (b) “dependents” include a payee’s spouse and minor children and all other persons
for whom the payee is legally obligated to provide support, including alimony;




     (c) “discounted present value” means the present value of future payments
determined by discounting such payments to the present using the most recently published
Applicable Federal Rate for determining the present value of an annuity, as issued by
the United States Internal Revenue Service;




     (d) “gross advance amount” means the sum payable to the payee or for the payee’s
account as consideration for a transfer of structured settlement payment rights before
any reductions for transfer expenses or other deductions to be made from such
consideration;




     “independent professional advice” means advice of an attorney, certified public
accountant, actuary or other licensed professional adviser;



     (f) “interested parties” means, with respect to any structured settlement, the
payee, any beneficiary irrevocably designated under the annuity contract to receive
payments following the payee’s death, the annuity issuer, the structured settlement
obligor, and any other party that has continuing rights or obligations under such
structured settlement;



     (g) “net advance amount” means the gross advance amount less the aggregate amount of
the actual and estimated transfer expenses required to be disclosed under Section 3(e) of
this Act;



     (h) “payee” means an individual who is receiving tax free, payments under a
structured settlement and proposes to make a transfer of payment rights thereunder;



     (i) “periodic payments” includes both recurring payments and scheduled future
lump sum payments;



     (j) “qualified assignment agreement” means an agreement providing for a
qualified assignment within the meaning of section 130 of the United States Internal
Revenue Code, United States Code Title 26, as amended from time to time;



 









 





			
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 2 of 6







     (k) “responsible administrative authority” means, with respect to a structured
settlement, any government authority vested by law with exclusive jurisdiction
over the settled claim resolved by such structured settlement;




     (l) “settled claim” means the original tort claim or workers’ compensation
claim resolved by a structured settlement;




     (m) “structured settlement” means an arrangement for periodic payment of
damages for personal injuries or sickness established by settlement or
judgment in resolution of a tort claim or for periodic payments in settlement
of a workers’ compensation claim;




     (n) “structured settlement agreement” means the agreement, judgment,
stipulation, or release embodying the terms of a structured settlement;




     (o) “structured settlement obligor” means, with respect to any structured
settlement, the party that has the continuing obligation to make periodic payments
to the payee under a structured settlement agreement or a qualified assignment
agreement;




     (p) “structured settlement payment rights” means rights to receive periodic
payments under a structured settlement, whether from the structured settlement
obligor or the annuity issuer, where




     (i) the payee is domiciled in, or the domicile or
principal place of business of the structured settlement obligor or the
annuity issuer is located in, this State; or




     (ii) the structured settlement agreement was approved by
a court or responsible administrative authority in this State; or




     (iii) the structured settlement agreement is expressly
governed by the laws of this State;




     (q) “terms of the structured settlement” include, with respect to any
structured settlement, the terms of the structured settlement agreement, the annuity
contract, any qualified assignment agreement and any order or other approval of
any court or responsible administrative authority or other government authority
that authorized or approved such structured settlement;




     (r) “transfer” means any sale, assignment, pledge, hypothecation or other
alienation or encumbrance of structured settlement payment rights made by a payee
for consideration; provided that the term “transfer” does not include the creation
or perfection of a security interest in structured settlement payment rights under
a blanket security agreement entered into with an insured depository institution,
in the absence of any action to redirect the structured settlement payments to
such insured depository institution, or an agent or successor in interest thereof,
or otherwise to enforce such blanket security interest against the structured settlement payment rights;




     (s) “transfer agreement” means the agreement providing for a transfer of
structured settlement payment rights.




     (t) “transfer expenses” means all expenses of a transfer that are required



 









 





			
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 3 of 6






     under the transfer agreement to be paid by the payee or deducted from the gross advance
amount, including, without limitation, court filing fees, attorneys fees, escrow fees, lien
recordation fees, judgment and lien search fees, finders’ fees, commissions, and other
payments to a broker or other intermediary; “transfer expenses” do not include preexisting
obligations of the payee payable for the payee’s account from the proceeds of a transfer;



     (u) “transferee” means a party acquiring or proposing to acquire structured
settlement payment rights through a transfer;



     SECTION 3. REQUIRED DISCLOSURES TO PAYEE. Not less than three (3) days prior to the date on
which a payee signs a transfer agreement, the transferee shall provide to the payee a separate
disclosure statement, in bold type no smaller than 14 points, setting forth —




     (a) the amounts and due dates of the structured settlement payments to be
transferred;




     (b) the aggregate amount of such payments;




     (c) the discounted present value of the payments to be transferred, which shall be
identified as the “calculation of current value of the transferred structured settlement
payments under federal standards for valuing annuities”, and the amount of the Applicable
Federal Rate used in calculating such discounted present value;




     (d) the gross advance amount;




     (e) an itemized listing of all applicable transfer expenses, other than attorneys’
fees and related disbursements payable in connection with the transferee’s application
for approval of the transfer, and the transferee’s best estimate of the amount of any
such fees and disbursements;




     (f) the net advance amount;




     (g) the amount of any penalties or liquidated damages payable by the payee
in the event of any breach of the transfer agreement by the payee; and




     (h) a statement that the payee has the right to cancel the transfer agreement,
without penalty or further obligation, not later than the third business day after the
date the agreement is signed by the payee.




     SECTION 4. APPROVAL OF TRANSFERS OF STRUCTURED SETTLEMENT PAYMENT RIGHTS.




     (a) No direct or indirect transfer of structured settlement payment rights shall
be effective and no structured settlement obligor or annuity issuer shall be required to
make any payment directly or indirectly to any transferee of structured settlement payment
rights unless the transfer has been approved in advance in a final court order or order of a
responsible administrative authority based on express findings by such court or responsible
administrative authority that —




     (i) the transfer is in the best interest of the payee, taking into account
the welfare and support of the payee’s dependents;



 









 





			
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 4 of 6







     (ii) the payee has been advised in writing by the
transferee to seek independent professional advice regarding the transfer
and has either received such advice or knowingly waived such advice in
writing; and




     (iii) the transfer does not contravene any applicable statute
or the order of any court or other government authority;




     SECTION 5. EFFECTS OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS. Following a
transfer of structured settlement payment rights under this Act:




     (a) The structured settlement obligor and the annuity issuer shall, as to all
parties except the transferee, be discharged and released from any and all liability
for the transferred payments;




     (b) The transferee shall be liable to the structured settlement obligor and
the annuity issuer:




     (i) if the transfer contravenes the terms of the
structured settlement, for any taxes incurred by such parties as a
consequence of the transfer; and




     (ii) for any other liabilities or costs, including
reasonable costs and attorneys’ fees, arising from compliance by such
parties with the order of the court or responsible administrative
authority or arising as a consequence of the transferee’s failure to
comply with this Act;




     (c) Neither the annuity issuer nor the structured settlement obligor may be
required to divide any periodic payment between the payee and any transferee or
assignee or between two (or more) transferees or assignees; and




     (d) Any further transfer of structured settlement payment rights by the payee
may be made only after compliance with all of the requirements of this Act.




     SECTION 6. PROCEDURE FOR APPROVAL OF TRANSFERS.




     (a) An application under this Act for approval of a transfer of
structured settlement payment rights shall be made by the transferee and may be
brought in the [county] in which the payee resides, in the [county] in which the
structured settlement obligor or the annuity issuer maintains its principal place of
business, or in any court or before any responsible administrative authority which
approved the structured settlement agreement.




     (b) Not less than twenty (20) days prior to the scheduled hearing
on any application for approval of a transfer of structured settlement payment
rights under Section 4 of this Act, the transferee shall file with the court or
responsible administrative authority and serve on all interested parties a notice of
the proposed transfer and the application for its authorization, including with such
notice:




     (i) a copy of the transferee’s application;




     (ii) a copy of the transfer agreement;



 









 





			
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 5 of 6







     (iii) a copy of the disclosure statement required under
Section 3 of this Act;




     (iv) a listing of each of the payee’s dependents,
together with each dependent’s age;




     (v) notification that any interested party is entitled to
support, oppose
or otherwise respond to the transferee’s application, either in person
or by counsel, by submitting written comments to the court or responsible
administrative authority or by participating in the hearing; and




     (vi) notification of the time and place of the hearing and
notification of
the manner in which and the time by which written responses to the
application must be filed (which shall be not less than [fifteen (15)] days
after service of the transferee’s notice) in order to be considered by the
court or responsible administrative authority.




     SECTION 7. GENERAL PROVISIONS; CONSTRUCTION.




     (a) The provisions of this Act may not be waived by any payee.




     (b) Any transfer agreement entered into on or after the effective
date of this Act by a payee who resides in this state shall provide that disputes
under such transfer agreement, including any claim that the payee has breached the
agreement, shall be determined in and under the laws of this State. No such
transfer agreement shall authorize the transferee or any other party to confess
judgment or consent to entry of judgment against the payee.




     (c) No transfer of structured settlement payment rights shall
extend to any payments that are life-contingent unless, prior to the date on which
the payee signs the transfer agreement, the transferee has established and has
agreed to maintain procedures reasonably satisfactory to the annuity issuer and the
structured settlement obligor for (i) periodically confirming the payee’s survival,
and (ii) giving the annuity issuer and the structured settlement obligor prompt
written notice in the event of the payee’s death.




     (d) No payee who proposes to make a transfer of structured
settlement payment rights shall incur any penalty, forfeit any application fee or
other payment, or otherwise incur any liability to the proposed transferee or any
assignee based on any failure of such transfer to satisfy the conditions of this
Act.




     (e) Nothing contained in this Act shall be construed to authorize
any transfer of structured settlement payment rights in contravention of any law or
to imply that any transfer under a transfer agreement entered into prior to the
effective date of this Act is valid or invalid.




          Compliance with the requirements set forth in Section 3 of this Act and
fulfillment of the conditions set forth in Section 4 of this Act shall be solely
the responsibility of the transferee in any transfer of structured settlement
payment rights, and neither the structured settlement obligor nor the annuity
issuer shall bear any responsibility for, or any liability arising from,
non-compliance with such requirements or failure to fulfill such conditions.



 









 





			
	MODEL STRUCTURED SETTLEMENT PROTECTION ACT
	 	Page 6 of 6





EFFECTIVE DATE. This Act shall apply to any transfer of structured settlement payment rights under
a transfer agreement entered into on or after the [thirtieth (30th)] day after the date of
enactment of this Act; provided, however, that nothing contained herein shall imply that any
transfer under a transfer agreement reached prior to such date is either effective or ineffective.









 









 








EXHIBIT G


Form of Medical Questionnaire




[Attached.]





Exhibit
G




 









 








Life Contingent Structured Settlement Questionnaire



Please remember that all information is kept in the strictest of confidence. It’s important
to be as truthful as possible so we can provide you with the best coverage.



Customer
name:







	1.	 	What is your occupation and
duties?

	 
	2.	 	Other than for vacation, do you intend to travel or reside outside of the USA or
Canada? Yes      No
	 
	 	 	If ‘Yes’ indicate details


	 
	3.	 	Have you smoked cigarettes in the last 12 months? Yes       No
	 
	4.	 	In the last 5 years have you used illegal drugs such as marijuana, cocaine,
methamphetamines, narcotics, opiates or other?
Yes     No 


If ‘Yes’ please specify all drugs used, quantity, frequency and dates last used




 





     5. Do you consume more than 6 alcoholic beverages on at least one day a week?? Yes       No


If ‘Yes’, please specify type of alcohol, amount consumed and how often                                         



     6. Have you ever received treatment or been advised to seek medical treatment because of
alcohol or drug usage? Yes      No



     If ‘Yes’ please advise date(s) and details
                     
                     
                     
                 




	7.	 	Driver’s License Information: State ___Number                                                            





 






In the last 5 years, have you:





	 	 	 	 	 

	• Been charged with driving while impaired?

	 	Yes o
	 	No o
	• Been charged with reckless driving or had more than 3 moving violations?

	 	Yes o
	 	No o
	• Had your Driver’s license suspended or revoked?

	 	Yes o
	 	No o






     If ‘Yes” to any of the above, please specify which
activity and how often                   
                    
                    
                     




	8.	 	Within the past two years have you participated in any hazardous sport or avocation such as
motor vehicle racing, SCUBA diving, skydiving, mountain, rock or ice climbing, piloting
aircraft or any other?
	 
	 	 	Yes      No
	 
	 	 	If ‘Yes’, please specify which activity and how often          
                     
                     
                     
        






	9.	 	Have you ever been convicted of a felony, imprisoned or on probation? Yes       No


If ‘Yes’, please advise date(s) and details             
                    
                    
                    
        




Turn to the next page for the Medical History Section.





 











 





Medical History Section



10. Insured’s Height        
                    
         Weight           
                   
      



11. Within the past 10 years have you been diagnosed, treated for, had surgery for or been told by
a medical professional that you have had any indication of any of the following:




	 	 	 	 	 

	Yes

	 	No
	 	Any form of Cancer (other than minor non-melanoma skin cancer)
	 
	 	 	 	 
	Yes

	 	No
	 	Heart Disease, Artery or Blood Vessel Disorder or Disorder of the Blood
	 
	 	 	 	 
	Yes

	 	No
	 	Stroke or TIA (Mini-Stroke, Transient Ischemic Attack)
	 
	 	 	 	 
	Yes

	 	No
	 	Kidney or Urinary Tract Disorder
	 
	 	 	 	 
	Yes

	 	No
	 	Liver or Gastrointestinal disease
	 
	 	 	 	 
	Yes

	 	No
	 	Diabetes
	 
	 	 	 	 
	Yes

	 	No
	 	Immunological disorder including HIV
	 
	 	 	 	 
	Yes

	 	No
	 	Emphysema, COPD or other Lung or Respiratory disorder, (Not including allergies or mild

asthma)
	 
	 	 	 	 
	Yes

	 	No
	 	Mental or Nervous Disorder or Suicide Attempt
	 
	 	 	 	 
	Yes

	 	No
	 	Dementia, Alzheimer’s, memory problems or memory loss, cognitive impairment or reduced
mental capacity
	 
	 	 	 	 
	Yes

	 	No
	 	Deformity, Amputation, Paralysis or Neuropathy
	 
	 	 	 	 
	Yes

	 	No
	 	Neuro-degenerative disorder such as Parkinson, Multiple Sclerosis, ALS (Lou Gehrig’s
Disease), Muscular Dystrophy or Other
	 
	 	 	 	 
	Yes

	 	No
	 	Any other chronic conditions, permanent injury or terminal medical condition
	 
	 	 	 	 
	Yes

	 	No
	 	Have you been advised to have, or have pending, any diagnostic testing,
hospitalization or surgery which was not yet done?
	 
	 	 	 	 
	Yes

	 	No
	 	Other significant disease, disorder or impairment not listed above
	 
	 	 	 	 
	Please advise full details to “Yes” answers to Question 11, including date of diagnosis, treatments
and results, and please list all medications being taken, both prescribed and over-the-counter.
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 




Turn to the next page for the Disclaimer.









 









 







Disclaimer



You understand, agree and acknowledge that the statements and answers on this Life Contingent
Structured Settlement Questionnaire (“Questionnaire”) are true, complete and accurately stated by
you. These statements and answers will be used in accordance with the proposed transfer of your
life contingent structured settlement payments. We will rely on the truthfulness of your statements
and answers on this Questionnaire. Failure to provide accurate and/or truthful statements on this
Questionnaire may result in our cancellation of your transaction and further action may be taken.



 


	 	 	 	 	 

	   	 	 	 
	Customer Signature
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 
	Printed Name
	 	 	 	 
	 
	 	 	 	 
	 

Date

	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	Witness:

	 	 	 	 	 	Notary:	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Witness:

	 	 	 	 	 	State of

	 	)	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	) SS:

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	County of

	)	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subscribed and affirmed to before me this       
               day of       
                      ,     
            
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(seal)	 	 	 	 	 	 
	 

	 	 	 	 	 	
  	 	 	 	 
	 

	 	 	 	 	 	          Signature of Notary Public	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	My commission expires:







 









 






EXHIBIT H




Settlement Package


1.) The Claimant Purchase Agreement and all documents required to be delivered to the Seller
pursuant thereto.



2.) A copy of the original, fully executed Settlement Agreement or a copy thereof, or, if the
original or a copy of the original Settlement Agreement is not available, such other evidence
of the Periodic Payments payable in connection with such Structured Settlement that is
acceptable to the Purchaser in its sole discretion.



3.) Any notifications or acknowledgments received by any of the Seller, Originator and any of
their respective Affiliates or Subsidiaries related such Approved Receivable, including
acknowledgments of releases and payment obligations.



4.) As included in the Claimant Purchase Agreement, the original Special Power of Attorney in
favor of the Seller or any other Person with full power of substitution (which Person has
irrevocably appointed the Seller as its substitute), in each case, with full power of
substitution by the Seller.



5.) Copies of the final Transfer Order or acknowledgments specified in clause (ii) on Schedule
VII “Additional Criteria”.



6.) A Credit Report with respect to the applicable Claimant (unless such Claimant was the
subject of a bankruptcy proceeding, in which case a Credit Report shall not be required).



7.) Evidence that the Seller has paid the Purchase Amount (other than any Holdback Portion)
with respect to such Approved Receivable.



8.) Where required by applicable law or if otherwise obtained and shared with the Seller or
Originator by a Claimant, a letter or other materials evidencing the Claimant received
independent professional advice in connection with the transfer of the related Receivable.



9.) UCC and tax and judgment lien search reports against the Claimant.



10.) With respect to Life Contingent Structured Settlements only, a duly completed and
notarized Medical Questionnaire in respect of the related Claimant.



11.) With respect to Term Certain Structured Settlements for which the Purchaser receives
medical information, a duly completed HIPAA Consent in respect of the related Claimant.



12.) With respect to Life Contingent Structured Settlements, duly completed and notarized
(when applicable), Medical Authorizations in respect of the related Claimant.



13.) All other applicable notices, agreements, instruments and documents (i) obtained by the






 









 







Seller or any of its Affiliates in connection with the purchase of the related Receivable
(including without limitation any medical records, medical investigation reports and
underwriting analyses) or (ii) required to be obtained under the applicable laws relating to
the transfer of Receivables in the Approved Settlement State related thereto.