INTEREST CERTIFICATE
THIS RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS RESIDUAL INTEREST CERTIFICATE, AGREES THAT THIS RESIDUAL
INTEREST CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAW AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
"QIB") WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(C)(7) OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (A "QUALIFIED PURCHASER"), PURCHASING
FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE
ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT
THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE
501 (a)(1)-(3) OR (7) UNDER THE ACT) WHO IS A QUALIFIED PURCHASER PURCHASING FOR
INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, IN EACH CASE,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAW OR IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT
TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS RESIDUAL INTEREST
CERTIFICATE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT
IS NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING OR HOLDING THIS RESIDUAL
INTEREST CERTIFICATE OR ANY INTEREST THEREIN ON BEHALF OF OR WITH ANY ASSETS OF,
AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF
ERISA, A "PLAN" DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986 (AS AMENDED, THE "CODE") (COLLECTIVELY, A "PLAN"), OR GOVERNMENTAL,
NON-U.S. OR CHURCH PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL OR
NON-U.S. LAW OR REGULATION SUBSTANTIVELY SIMILAR OR OF
Structured Settlement Trust 2011-A
Trust Agreement
SIMILAR EFFECT TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW");
OR (II) IS A PLAN THAT IS NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE
CODE AND ITS ACQUISITION AND HOLDING OF THIS RESIDUAL INTEREST CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. SUCH
REPRESENTATION SHALL BE DEEMED MADE ON EACH DAY