Preview
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
Exhibit D
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
RELEASE AND INDEMNIFICATION AGREEMENT
This Release and Indemnification Agreement (the "Agreement") is between Massanhusetts Mutual Life
Insurance Company and any of itspast, present and/or future directors, officers, employees, producers,
agents, representatives and attorneys, including, but not limited to the producers, Sunil Pcññürcala,
Robert Dunbar and Chander Goe1, servants, associates, attorneys, assigns, lñsurers, and trustees in their
respective capacities, (referred to collectively herein as "MassMutual") on the one hand, and Manuel
Pereira (the "Owner"), on the other hand. MassMulual and Owner are at.times referred to herein as the
"Parties".
WHEREAS, MassMutual issued 10 Payment Whole Life Policy Number Face
Amount of $ ---- to the Owner on or about December the annual premium was
21, 2016;
$1555N5 and the policy was subsequently assigned to Barrington Bank and Trust Company, N.A. as
part of a premium financing arrangement; and
WHEREAS, MassMutual issued a 20 Payment Whole Life Policy Number Face
Amount of $W!M5!!M to the Owner on or about December 6, 2016; the annual premium.was
$M5M!!!E; said policy was also assigned to Barrington Bank and Trust Company, N.A. as part of a
premium financing arrangement; and
WHEREAS, Owner claimed the terms of the premium financing were misrepresented to Owner
from the outset by the respective producers and Owner believed both policies would be supparted by
premium financed loans using Owner's personal real estate as collateral. Owner acknowledges thathis
personal real estate was not utilized and instead a securities brokerage account was assigned as collateral
to Barrington Bank and Trust Company, N. A. as part of their normal premium flii cliig arrangements;
and
WHEREAS, Policy Number EIU"!!l!!E was surrendered assignee Barrington Bank and Trust
by
Company N.A. on or about December 21, 2017 for itsavailable cash value and that any subsequent loan
balance on Number -tedacted was transferred over to Number EllMlf!lM Both
remaining Policy Policy
policies are included inthe Release and indemnification Agreement for continuity purposes; and
WHEREAS, MassMutual denies any liability;and the Parties desire to resolve and terminate this
dispute without the expense and delay of litigation.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree to the following:
"WHEREAS"
1. The above clauses are incorporated herein by reference.
2. Owner will promptly return to MassMutual a Release and Indemnification Agreement (the
"Agreement") fully and properly executed.
3. Owner pes amuoutly and irrevocably assigns to MassMutual any and allrights he may have
to pursue a claim and/or cause of action ofany kind, pertaining in any way tothe Whole
Life Policies, against the producers who sold and/or serviced the Whole Life Policies.
ver I-2017 (t .5-2017)
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
4. The Whole Life Policy numberliiBBWER ishereby forever canceled as of the date itwas
surrendered by Barrington Bank and Trust Company NA. Whole Life Policy Number
E8ump will be surrendered and itsavailable surrender value of approximately
$115515M and saidvalue will be used to offset loan balance owed.to
any outstanding
Barrington Bank and Trust Company NA ("Barrington"). The outstanding loan owed to
Barrington for the combined premium financings under both Whole Life Policies is
$ Redactec . After into consideration the cash surrender value of
$M:
taking existing Policy
numbermumm; or the net balance owed to Barrington isapproximately
$ENBEME. Owner will promptly deliver the Whole Life Policies to MassMutual, along
with a fully and properly executed Agreement, and allother necessary forms. With respect
to the Whole Life Policies, neither Owner nor his heirs, executors, administrators, assigns
or beneficiaries will ever again be entitled to receive any benefits, coverage or sums of
money whatsoever under the Whole Life Policies.
5. Upon receipt of the fully and properly executed Agreement, MassMutual will pay
Barrington $
RedactedRedacted ) within approximately ten (10) business days. Upon the payment
to Barrington, Barrington will have received the funds necessary to allow for the release
the brokerage account held as collateral for these premium financed loans,
6. Release: Owner hereby releases and forever discharges MassMutual and itscurrent,
former and future employees, officers, directors, general agents, agents, including, but no
limited to, , associated persons,
representatives, attorneys, brokers, subsidiaries, affiliates, predecessors, successors an
assigns (collectively "Releasees") of and from any and all manner of claims of any nature
whatsoever, known or unknown, fixed or contingent, whether at law or at equity, arising
out of or in any way pertaining to any act or omission of any kind whatsoever occurring,
including, but not limited to,any and allclaims for breach of contract, emotional distress,
punitive damages, exemplary damages, bad faith,unfair claims practices and/or violations
of any Insurance Code provisions, securities regulations or any other law or regulation, that
Owner ever had, now has, or that Owner's current, former and future heirs,beneficiaries,
estates, executors, administrators, predecessors, successors, assigns, agents or
representatives ever may have, by reason of or in any way whatsoever pertaining to, the
Whole Life Policies.
7. Indemnification: Owner agrees to indemnify and hold any and allReleasees harmless
from any and allcosts, expenses, legal fees,judgments, penalties, and/or settlement
amounts of any kind, as a result of the assertion of any rights, claims or causes of action by
Owner or his current, former and future family members, beneficiaries, partners,
corporations, predecessors, successors, assigns, agents, employees, attorneys, legal
representatives, or any other person based upon, or in any way whatsoever, pertaining to
the Whole Life Policies.
8. Confidentiality: Owner shall forever keep strictly confidential the existence and terms of
this Agreement and all of the facts and circumstances underlying it,with the exception of
required communications between Owner and his attorneys or financial advisors as to
entering into this Agreement or the effect of this Agreement, unless required by law or
MassMutual consents to disclosure in advance in writing. Notwithstanding the foregchig,
ver I-2017(upd 2017)
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
any non-disclosure provision in this agreemeiit does not prohibit or restrict you (or your
attorney) from initiating communications directly with, or responding to any inquiry from,
or providiñg testimony before, the SEC, FINRA, any other self-regulatory organization or
any state or federal regulatory authority, regarding this settlement or its underlying factsor
circumstances.
9. Tax Consequences: The Owner shall be solely responsible for any tax consequences
resulting from this Agreement and agrees that no Releasee has rendered any tax advice,
opinions or other tax analyses whatsoever to Owner about the tax structure or any tax
consequences relating to or arising out of this Agreement.
10. Mistake of Fact: No promise or condition not herein specifically set forth has been made
by the Parties. Itis understood that this Agreement shall not be subject to any claims of
mistake of fact by the Parties, and that itexpresses full and complete settlement of all
liabilities claimed and itis intended to avoid further claims and/or litigation, and to be final
and complete. It isunderstood by Owner that the facts upon which this Agreement is made
may hereafter prove to be other than or different from the facts now known by the parties
or believed by them to be true. The Parties expressly (a) accept and assume the risk of the
facts proving to be different and (b) agree that the terms of this Agreement shall in all
respects be effective and not subject to termination or rescission because of any such
difference in facts
11. Litigation: In the event of litigation pertaining to this Agreement, the prevailing Party
attorneys'
shall be entitled to fees and costs.
12. Governing Law: This Agreement shall be governed, interpreted and enforced in
accordance with the laws of the Commonwealth of Massachusetts.
13. Severability: In the event that any provision of this Agreement becomes or is declared by
a court of competent jurisdiction to be illegal,unenforceable or void, this Agreement will
continue in full force and effect without said provision.
14. Entire Ag..vu....t: This Agreement shall constitute the entire understanding of the
parties and supersedes allprior written and oral communications including, but not limited
to, requests, discussioils and agreements. This Agreement may be executed in any number
of counterparts, allof which taken together will constitute one and the same instrument.
15. Amendment: This Agreemeiit shall not be altered or amended except in writing and
executed by all Parties.
16. Warranty: Owner certifies and warrants that she is thesole and exclusive owner of any
and all claims being released under this Agreement and has not assigned, pledged or in any
other manner whatsoever sold or transferred titleinterest or claim out
any right, arising of,
or in any way pertaining to, the Whole Life Policies.
17. General: Owner represents that he has read this Agreement, understands itscontents, and
has received, or has had the opportunity to receive, legal advice regarding itscontents, and
voluntarily executes itwith full knowledge of its contents. This Agrccmeñt s ind the
ver I-201 ted5-2017)
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
Owner, his heirs, executors, administrators, predecessors, successors, assigns, agents and
representatives.
18. Effective date: This Agreemêñt shall be effective as of the date the fully and properly
executed Agreement and all other necessary documents are received by MassMutual.
MassMutual shall have no obligations under this Agreement until itreceives the fully and
properly executed Agreement and allother necessary documents
[Signatures and Notaries on Next Page]
ver I-20 ..pded .5-2017)
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019
NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021
Man P eira
Tax Identification Number: 068 60 9452
Address: 609 Edgewood Drive
Westbury, NY 11590--5403
STATE OF NEW YORK
COUNTY OF Û ta vt-nv_5
On this A.Û day of O 2019, before me, QPh) u tit.. Û;·y2..en VLif , a
Notary Public for the State of New York duly commissioned and sworn, personally appeared Manuel
Pereira, known to me to be the person whose name is subscribed above, and acknowledged to me that she
executed the same of his own free will and accord.
Witness my hand and official seal.
GIOVANNA CASALE
NOTARY
PUBUC-STATE OF NEW ,
YORK
No.01CA6368756
(Seal) Qualified in Queens
County
My Commission E xpires Nota lic
12-18-20 1
My commission expires.
Print Name: foswatv 4Hy Q4tset..4
ver 1-2017 ( 5-2017)
Preview
FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 Exhibit D FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 RELEASE AND INDEMNIFICATION AGREEMENT This Release and Indemnification Agreement (the "Agreement") is between Massanhusetts Mutual Life Insurance Company and any of itspast, present and/or future directors, officers, employees, producers, agents, representatives and attorneys, including, but not limited to the producers, Sunil Pcññürcala, Robert Dunbar and Chander Goe1, servants, associates, attorneys, assigns, lñsurers, and trustees in their respective capacities, (referred to collectively herein as "MassMutual") on the one hand, and Manuel Pereira (the "Owner"), on the other hand. MassMulual and Owner are at.times referred to herein as the "Parties". WHEREAS, MassMutual issued 10 Payment Whole Life Policy Number Face Amount of $ ---- to the Owner on or about December the annual premium was 21, 2016; $1555N5 and the policy was subsequently assigned to Barrington Bank and Trust Company, N.A. as part of a premium financing arrangement; and WHEREAS, MassMutual issued a 20 Payment Whole Life Policy Number Face Amount of $W!M5!!M to the Owner on or about December 6, 2016; the annual premium.was $M5M!!!E; said policy was also assigned to Barrington Bank and Trust Company, N.A. as part of a premium financing arrangement; and WHEREAS, Owner claimed the terms of the premium financing were misrepresented to Owner from the outset by the respective producers and Owner believed both policies would be supparted by premium financed loans using Owner's personal real estate as collateral. Owner acknowledges thathis personal real estate was not utilized and instead a securities brokerage account was assigned as collateral to Barrington Bank and Trust Company, N. A. as part of their normal premium flii cliig arrangements; and WHEREAS, Policy Number EIU"!!l!!E was surrendered assignee Barrington Bank and Trust by Company N.A. on or about December 21, 2017 for itsavailable cash value and that any subsequent loan balance on Number -tedacted was transferred over to Number EllMlf!lM Both remaining Policy Policy policies are included inthe Release and indemnification Agreement for continuity purposes; and WHEREAS, MassMutual denies any liability;and the Parties desire to resolve and terminate this dispute without the expense and delay of litigation. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the following: "WHEREAS" 1. The above clauses are incorporated herein by reference. 2. Owner will promptly return to MassMutual a Release and Indemnification Agreement (the "Agreement") fully and properly executed. 3. Owner pes amuoutly and irrevocably assigns to MassMutual any and allrights he may have to pursue a claim and/or cause of action ofany kind, pertaining in any way tothe Whole Life Policies, against the producers who sold and/or serviced the Whole Life Policies. ver I-2017 (t .5-2017) FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 4. The Whole Life Policy numberliiBBWER ishereby forever canceled as of the date itwas surrendered by Barrington Bank and Trust Company NA. Whole Life Policy Number E8ump will be surrendered and itsavailable surrender value of approximately $115515M and saidvalue will be used to offset loan balance owed.to any outstanding Barrington Bank and Trust Company NA ("Barrington"). The outstanding loan owed to Barrington for the combined premium financings under both Whole Life Policies is $ Redactec . After into consideration the cash surrender value of $M: taking existing Policy numbermumm; or the net balance owed to Barrington isapproximately $ENBEME. Owner will promptly deliver the Whole Life Policies to MassMutual, along with a fully and properly executed Agreement, and allother necessary forms. With respect to the Whole Life Policies, neither Owner nor his heirs, executors, administrators, assigns or beneficiaries will ever again be entitled to receive any benefits, coverage or sums of money whatsoever under the Whole Life Policies. 5. Upon receipt of the fully and properly executed Agreement, MassMutual will pay Barrington $ RedactedRedacted ) within approximately ten (10) business days. Upon the payment to Barrington, Barrington will have received the funds necessary to allow for the release the brokerage account held as collateral for these premium financed loans, 6. Release: Owner hereby releases and forever discharges MassMutual and itscurrent, former and future employees, officers, directors, general agents, agents, including, but no limited to, , associated persons, representatives, attorneys, brokers, subsidiaries, affiliates, predecessors, successors an assigns (collectively "Releasees") of and from any and all manner of claims of any nature whatsoever, known or unknown, fixed or contingent, whether at law or at equity, arising out of or in any way pertaining to any act or omission of any kind whatsoever occurring, including, but not limited to,any and allclaims for breach of contract, emotional distress, punitive damages, exemplary damages, bad faith,unfair claims practices and/or violations of any Insurance Code provisions, securities regulations or any other law or regulation, that Owner ever had, now has, or that Owner's current, former and future heirs,beneficiaries, estates, executors, administrators, predecessors, successors, assigns, agents or representatives ever may have, by reason of or in any way whatsoever pertaining to, the Whole Life Policies. 7. Indemnification: Owner agrees to indemnify and hold any and allReleasees harmless from any and allcosts, expenses, legal fees,judgments, penalties, and/or settlement amounts of any kind, as a result of the assertion of any rights, claims or causes of action by Owner or his current, former and future family members, beneficiaries, partners, corporations, predecessors, successors, assigns, agents, employees, attorneys, legal representatives, or any other person based upon, or in any way whatsoever, pertaining to the Whole Life Policies. 8. Confidentiality: Owner shall forever keep strictly confidential the existence and terms of this Agreement and all of the facts and circumstances underlying it,with the exception of required communications between Owner and his attorneys or financial advisors as to entering into this Agreement or the effect of this Agreement, unless required by law or MassMutual consents to disclosure in advance in writing. Notwithstanding the foregchig, ver I-2017(upd 2017) FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 any non-disclosure provision in this agreemeiit does not prohibit or restrict you (or your attorney) from initiating communications directly with, or responding to any inquiry from, or providiñg testimony before, the SEC, FINRA, any other self-regulatory organization or any state or federal regulatory authority, regarding this settlement or its underlying factsor circumstances. 9. Tax Consequences: The Owner shall be solely responsible for any tax consequences resulting from this Agreement and agrees that no Releasee has rendered any tax advice, opinions or other tax analyses whatsoever to Owner about the tax structure or any tax consequences relating to or arising out of this Agreement. 10. Mistake of Fact: No promise or condition not herein specifically set forth has been made by the Parties. Itis understood that this Agreement shall not be subject to any claims of mistake of fact by the Parties, and that itexpresses full and complete settlement of all liabilities claimed and itis intended to avoid further claims and/or litigation, and to be final and complete. It isunderstood by Owner that the facts upon which this Agreement is made may hereafter prove to be other than or different from the facts now known by the parties or believed by them to be true. The Parties expressly (a) accept and assume the risk of the facts proving to be different and (b) agree that the terms of this Agreement shall in all respects be effective and not subject to termination or rescission because of any such difference in facts 11. Litigation: In the event of litigation pertaining to this Agreement, the prevailing Party attorneys' shall be entitled to fees and costs. 12. Governing Law: This Agreement shall be governed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts. 13. Severability: In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,unenforceable or void, this Agreement will continue in full force and effect without said provision. 14. Entire Ag..vu....t: This Agreement shall constitute the entire understanding of the parties and supersedes allprior written and oral communications including, but not limited to, requests, discussioils and agreements. This Agreement may be executed in any number of counterparts, allof which taken together will constitute one and the same instrument. 15. Amendment: This Agreemeiit shall not be altered or amended except in writing and executed by all Parties. 16. Warranty: Owner certifies and warrants that she is thesole and exclusive owner of any and all claims being released under this Agreement and has not assigned, pledged or in any other manner whatsoever sold or transferred titleinterest or claim out any right, arising of, or in any way pertaining to, the Whole Life Policies. 17. General: Owner represents that he has read this Agreement, understands itscontents, and has received, or has had the opportunity to receive, legal advice regarding itscontents, and voluntarily executes itwith full knowledge of its contents. This Agrccmeñt s ind the ver I-201 ted5-2017) FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 Owner, his heirs, executors, administrators, predecessors, successors, assigns, agents and representatives. 18. Effective date: This Agreemêñt shall be effective as of the date the fully and properly executed Agreement and all other necessary documents are received by MassMutual. MassMutual shall have no obligations under this Agreement until itreceives the fully and properly executed Agreement and allother necessary documents [Signatures and Notaries on Next Page] ver I-20 ..pded .5-2017) FILED: NASSAU COUNTY CLERK 09/01/2021 03:47 PM INDEX NO. 617853/2019 NYSCEF DOC. NO. 63 RECEIVED NYSCEF: 09/01/2021 Man P eira Tax Identification Number: 068 60 9452 Address: 609 Edgewood Drive Westbury, NY 11590--5403 STATE OF NEW YORK COUNTY OF Û ta vt-nv_5 On this A.Û day of O 2019, before me, QPh) u tit.. Û;·y2..en VLif , a Notary Public for the State of New York duly commissioned and sworn, personally appeared Manuel Pereira, known to me to be the person whose name is subscribed above, and acknowledged to me that she executed the same of his own free will and accord. Witness my hand and official seal. GIOVANNA CASALE NOTARY PUBUC-STATE OF NEW , YORK No.01CA6368756 (Seal) Qualified in Queens County My Commission E xpires Nota lic 12-18-20 1 My commission expires. Print Name: foswatv 4Hy Q4tset..4 ver 1-2017 ( 5-2017)