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IN THE COMMONWEALTH COURT OF PENNSYLVANIA. and Genworth Life Insurance Company of New York (collectively, "Genworth") that will

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IN THE COMMONWEALTH COURT OF PENNSYLVANIA

IN RE:

Reliance Insurance Company In Liquidation

NO. 1 REL 2001

Application for Approval to Transfer Structured Settlement Annuity Contracts Issued by Genworth Life Insurance Company, Genworth Life and

Annuity Insurance Company and Genworth Life Insurance Company of New York and Corresponding Structured Settlement Obligations

Applicant Michael F. Consedine, Insurance Commissioner of the Commonwealth of Pennsylvania, in his capacity as Statutory Liquidator ("Liquidator") of Reliance Insurance Company ("Reliance" or "Estate"), respectfully requests that this Court enter an Order approving the form of Transfer and Assumption Agreement ("Transfer Agreement"), attached hereto as Exhibit A, which has been agreed to between Reliance and Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company and Genworth Life Insurance Company of New York (collectively, "Genworth") that will transfer the ownership of all Reliance-owned structured settlement annuity contracts and corresponding payment obligations funded by annuity contracts issued by Genworth to a new corporation to be formed on the terms and conditions set forth herein. With respect to the structured settlement annuity contracts issued by Genworth, this Application supersedes the currently suspended Application For Approval To Transfer Ownership of Structured Settlement Annuity Contracts filed on September 10, 2012. In support of this Application, the Liquidator avers the following:

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1. On October 3, 2001, this Court found Reliance insolvent and issued its Order of Liquidation which appointed the Commissioner as Liquidator of Reliance pursuant to

Article V of the Insurance Department Act of 1921,40 P.S. §§ 221.1 et sgQ, ("Act"). The

Order of Liquidation (paragraphs 3 and 5) and 40 P.S. § 221.20(c) of the Act confer broad powers on the Liquidator and vest the Liquidator with title to all the property and contracts of the insolvent insurer.

2. The Act authorizes the Liquidator to "transfer, abandon or otherwise dispose of or deal with, any property of the insurer at its market value or upon such terms and conditions as are fair and reasonable" and to "enter into such contracts as are necessary to carry out the order to liquidate." See 40 P.S. §§ 221.23(9), (11).

3. In accordance with the authority granted by §§ 221.23(9) and (11) of the Act, and in order to allow for an orderly and timely closure of the Estate and discharge of the Liquidator in accordance with 40 P.S. § 221.48(a), the Liquidator seeks approval to transfer the Genworth Annuity Contracts, together with Reliance's rights and obligations under the structured settlement agreements funded by Genworth Annuity Contracts, from the Estate to a new corporation ("Genworth Annuity Service Corporation"). Genworth and Reliance will jointly organize Genworth Annuity Service Corporation which will become the owner of the Genworth Annuity Contracts and will also assume

corresponding periodic payment obligations under the Reliance/Genworth Settlements as described below. Reliance's obligations under the Reliance/Genworth Settlements will

be discharged.1

1 As explained more fully in paragraph 9 below, Reliance, as owner of the Genworth Annuity Contracts,

instructed Genworth to make future periodic payments directly to the payee(s). However, the underlying obligation to make the payments to the payees remains with Reliance.

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4. Genworth has authorized Reliance to inform the Court that it supports this Application and joins Reliance in requesting the relief specified in paragraph 26.

The Genworth Annuity Contracts Are Property of the Estate

5. Reliance is the obligor (i.e., the party directly responsible for making periodic

payments) under approximately 3,093 Reliance/Genworth Settlements for which it

funded its periodic payment obligations through the purchase of Genworth Annuity Contracts issued by Genworth and owned by Reliance.

6. Structured settlements are used in settlement agreements involving personal

physical injury or sickness claims or workers' compensation claims and allow the claimant to receive damages or compensation in the form of payments made over a period of time rather than in one lump sum. Because of the time value of money, the claimant will receive more, in total, over time than in a single up-front payment.

7. The Genworth Annuity Contracts that Reliance owns arose out of two types of structured settlements. Under the first type, another insurer assigned to Reliance that insurer's obligations under a settlement agreement to make future periodic payments to the claimant and Reliance assumed those obligations pursuant to a qualified assignment agreement. Reliance, in turn, purchased an annuity contract to satisfy the payment obligations that Reliance assumed from other insurers. These annuity contracts are known as "qualified assignment" annuity contracts. Under the second type, Reliance settled a claim against a Reliance insured by means of a structured settlement and purchased an annuity contract to fund the settlement payments which Reliance was

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obligated to make under its policy. Annuity contracts that Reliance purchased to satisfy

its policy obligation to its own insured are called "buy and hold" annuity contracts. 8. Regardless of whether the annuity contracts were of the "qualified

assignment" or "buy and hold" variety, Reliance is the owner of the Genworth Annuity Contracts and they are property of the Estate. Under either "qualified assignment" annuity contracts or "buy and hold" annuity contracts, the annuity payments correspond to the required periodic payments that are obligations of the Estate under the

Reliance/Genworth Settlements.

9. Regardless of whether the annuity contracts were of the "qualified assignment" or "buy and hold" variety, Reliance instructed Genworth to make future periodic payments directly to the payee(s) named in the Reliance/Genworth Settlements and the annuity application rather than to Reliance. While the underlying obligation to make the payments to the payees ultimately remains with Reliance, Reliance's obligation is merely contingent provided, as here, the payments continue to be made to the payees by Genworth.

10. The vast majority of the Genworth Annuity Contracts that are property of the Estate were purchased by Reliance prior to 1993 from a former Reliance subsidiary, United Pacific Life Insurance Company, as an accommodation to enable that subsidiary to increase its business which indirectly benefitted Reliance. In 1993 Reliance sold United Pacific Life Insurance Company which is now known as Genworth Life Insurance Company. Those structured settlement annuity contracts now are Genworth Annuity Contracts.

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11. The Liquidator estimates that the Genworth Annuity Contracts constitute more than 95% of all structured settlement annuity contracts that Reliance owns. As the annuity issuer, Genworth has the obligation to make all payments due under the

Genworth Annuity Contracts and has made and continues to make those payments. 12. Whether they are "qualified assignment" annuity contracts or "buy and hold" annuity contracts, the Genworth Annuity Contracts generally provide that all rights of ownership and control under the contract are vested exclusively in the owner, Reliance.

13. One such right vested in Reliance is the right to transfer ownership of the

annuity contracts upon notice to the annuity issuer.2 For the reasons set forth herein, the

Liquidator has concluded that it is in the best interest of the Estate to exercise that right and, subject to Court approval, to transfer ownership of the Genworth Annuity Contracts to Genworth Annuity Service Corporation on the terms set forth herein. Pursuant to the transfer, Genworth Annuity Service Corporation will replace Reliance as obligor under the Reliance/Genworth Settlements and as owner of the corresponding Genworth Annuity Contracts.

Payments under the Genworth Annuity Contracts

14. Periodic payments under the Reliance-owned Genworth Annuity Contracts take a variety of forms. Examples include:

• Guaranteed lump sum payments in stated amounts which will be paid regardless of whether the claimant is alive or not (e.g., $10,000 due every 5 years, commencing 1/1/1990 through and including 1/1/2040);

• Guaranteed lump sum payments as described above, plus monthly 2 The Genworth Annuity Contracts generally provide that the owner "may request us [the annuity issuer] to transfer the ownership of the Contract by sending Notice to us."

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payments of a specific amount, commencing on a date certain,

with a certain number of months guaranteed and thereafter payments becoming life-contingent;

• Monthly payments of a specific amount, commencing on a date certain, with a certain number of months guaranteed and thereafter payments becoming life-contingent, subject to specified annual percentage increases (e.g., $l,500/month commencing 1/1/1990, increasing 3% annually, guaranteed for 480 months and thereafter payments becoming life-contingent).

15. The Liquidator estimates that many of the Genworth Annuity Contracts have guaranteed future payments that are to be paid many years into the future.

Approximately one-third of the Genworth Annuity Contracts have guaranteed payments

due through the year 2029. Indeed, the duration of guaranteed future payments under some Genworth Annuity Contracts currently extends more than 35 years into the future.

The Liquidator also estimates that, based on life expectancy assumptions, some of the

Genworth Annuity Contracts that provide for life-contingent payments will likely

continue to be paid even beyond the duration of the guaranteed payments.

16. The length of the stream of future payments described above means that the estimated present value (Le., on a discounted basis) of the payments required under the

Genworth Annuity Contracts is substantially less than the total amount expected to be

paid out over time on an undiscounted basis. As described above, the combined effect of

the Reliance/Genworth Settlements and the Genworth Annuity Contracts is that Reliance is neither the payor nor the payee of the annuity payments.

17. Since liquidation, Genworth annuity payees have continued without

interruption to receive payments from Genworth under the respective Genworth Annuity Contracts.

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Disposition of the Genworth Annuity Contracts

18. While it is uncertain at this time precisely when the Liquidator will be

discharged and Reliance dissolved, it is neither feasible nor fair to the Reliance claimants and creditors, or the Court, to keep the Estate open for the entire duration of the payments under the Reliance/Genworth Settlements and the Genworth Annuity Contracts, some of which will continue for many decades. To avoid that undesirable outcome, the

Liquidator considered options for the ultimate disposition of the Reliance/Genworth Settlements and the corresponding Genworth Annuity Contracts "in a manner that will assure the proper recognition of priorities and a reasonable balance between the expeditious completion of the liquidation and the protection of unliquidated and undetermined claims, including third party claims." See 40 P.S. § 221.46.

19. After careful consideration, in conjunction with advisors and experts, the Liquidator determined that transfer to Genworth Annuity Service Corporation of ownership of the Genworth Annuity Contracts, with simultaneous discharge of

Reliance's contingent obligations, is the best option for such annuities and the one that advances the best interests of the Reliance Estate. Genworth Annuity Service

Corporation will take Reliance's place as the obligor under the Reliance/Genworth Settlements and as owner of the corresponding Genworth Annuity Contracts so that (i) payments under the Genworth Annuity Contracts will continue to satisfy the

corresponding periodic payment obligations under the Reliance/Genworth Settlements and Reliance will cease to be responsible for those obligations; (ii) neither Reliance nor Genworth will suffer adverse federal tax consequences by reason of the formation of Genworth Annuity Service Corporation and that corporation's becoming the obligor

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under the Reliance/Genworth Settlements and owner of the corresponding Genworth

Annuity Contracts; and (iii) the tax treatment of periodic payments under the

Reliance/Genworth Settlements and the Genworth Annuity Contracts to the settlement

recipients will be unchanged by the transaction.

20.

To ensure that there would not be any adverse federal tax consequences

from the proposed transfer to the Estate, to Genworth or to the settlement recipients

receiving structured settlement payments under the Genworth Annuity Contracts,

Reliance and Genworth requested and received from the United States Internal Revenue

Service (the "I.R.S.") a private letter ruling confirming their mutual expectations

regarding the absence of adverse federal income tax implications of the transfer.

21. Based on information and representations jointly submitted by Reliance

and Genworth regarding the proposed transaction, the I.R.S. ruled that no gain or loss

will be recognized by Reliance or Genworth on the transfer of assets to Genworth

Annuity Service Corporation in exchange for Genworth Annuity Service Corporation

stock and the assumption by Genworth Annuity Service Corporation of liabilities

associated with the Reliance/Genworth Settlements and that the transfer will not affect

the tax treatment of the annuity payments to the settlement recipients.

22. Under the Transfer Agreement (attached hereto as Exhibit A), subject to the approval of this Court, Genworth and Reliance have agreed to organize a new corporation, Genworth Annuity Service Corporation, that will succeed Reliance as the

owner of the Genworth Annuity Contracts and will assume corresponding periodic

payment obligations as described below. The stock of Genworth Annuity Service

Corporation will be owned 80 percent by Genworth and 20 percent by Reliance.

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Reliance will transfer to Genworth Annuity Service Corporation, and Genworth Annuity Service Corporation will accept and assume (i) ownership of the Genworth Annuity Contracts and (ii) Reliance's corresponding periodic payment obligations under the Reliance Genworth Settlements (together, the "Genworth Structured Settlement

Business"). Genworth Annuity Service Corporation will continue to operate what had been Reliance's structured settlement business, i.e., Genworth Annuity Service

Corporation will succeed Reliance as the obligor under the Reliance/Genworth

Settlements and as the owner of the corresponding Genworth Annuity Contracts and will agree to hold the transferred Genworth Annuity Contracts (as Reliance held them) solely as "qualified funding assets" as the term "qualified funding asset" is defined in I.R.C. § 72(u)(3)(C).

23. Under the terms of the Transfer Agreement, the transactions referred to in paragraph 22 above are contingent upon the Court's issuing an Order:

(a) approving Notices of Determination ("NOD") to be issued by the Liquidator with respect to Proofs of Claim ("POC") filed by Genworth on behalf of payees under Reliance/Genworth Settlements and the corresponding Genworth Annuity Contracts and disallowing any other claims submitted by or on behalf of such payees except insofar as they are satisfied by payments under the Genworth Annuity Contracts;

(b) discharging and releasing Reliance and the Liquidator from any and all further liability or responsibility with respect to Reliance/Genworth Settlements and Genworth Annuity Contracts (excepting obligations set forth in the Transfer Agreement); and confirming that the obligations assumed by Genworth Annuity Service Corporation

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likewise will be limited to the amounts actually paid under the Genworth Annuity

Contracts;

(c) confirming that Genworth will not be released from any obligation under its respective Genworth Annuity Contracts; and

(f) approving the Transfer Agreement, the transactions contemplated thereby, and the form(s) of notice(s) attached as Exhibit 3.05 thereto.

24. While precautionary POCs have been filed by Genworth on behalf of the

payees under the Reliance/Genworth Settlements and the Genworth Annuity Contracts,

any and all such claims against the Estate are and will remain contingent as long as the

payments continue to be made by Genworth. Thus, release of Reliance from its

contingent obligation and transfer of ownership of the Genworth Annuity Contracts and

related obligations under the Reliance/Genworth Settlements will allow the Estate to

move closer to final estate distributions to all Reliance claimants, at the relatively modest

cost of eliminating inchoate, contingent, class (e) claims against Reliance of claimants

who have been paid, and are expected to continue to be paid under the Genworth Annuity

Contracts.

Notice of this Application

25. As required by Rule 3780 of the Rules of Appellate Procedure, the

Liquidator has sent the requisite Notice to all non-parties on the Master Service List and

has served a copy of this Application on all parties on the Master Service List and on

Genworth. Notice to individual payees will be provided by Genworth according to the

terms of § 3.05 of the Transfer Agreement.

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RELIEF SOUGHT

26. Accordingly, pursuant to the authority conferred by 40 P.S. § 221.23(9) and this Court's Orders, including the Liquidation Order, the Liquidator respectfully requests that this Court enter an Order in the form attached hereto approving the Transfer

Agreement, and the transactions contemplated by the Transfer Agreement, including: (a) NODs issued by the Liquidator to Genworth with respect to POC No.

2096731, filed by General Electric Capital Assurance Company; POC No. 2097289, filed

by First Colony Life Insurance Company; POC No. 2096743, filed by American

Mayflower Life Insurance Company; POC No. 1678908, filed by General Electric Capital Life Assurance Company of New York; and POC No. 2096727, filed by Federal Home Life Insurance Company; each of which shall dispose of each POC as priority (e) pursuant to 40 P.S. § 221.44 and shall state "This NOD is being issued pursuant to the Transfer Agreement dated as of November _, 2013 between the Liquidator of Reliance Insurance Company and Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company and Genworth Life Insurance Company of new York. Priority level (e) is assigned only for the purpose of consummating the Transfer Agreement and is not a

substantive determination of priority";3

(b) disallowing any and all other claims submitted in the Reliance Liquidation by or on behalf of payees under Reliance/Genworth Settlements and/or the corresponding Genworth Annuity Contracts, except insofar as those claims are satisfied by periodic payments under the Genworth Annuity Contracts payments, and discharging and 3 General Electric Capital Assurance Company, First Colony Life Insurance Company American

Mayflower Life Insurance Company, General Electric Capital Life Assurance Company of New York and Federal Home Life Insurance Company are corporate predecessors of Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company and Genworth Life Insurance Company of New York. No allowed amount is being included in light of the Transfer Agreement.

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releasing Reliance and the Liquidator from any and all liability under Reliance/Genworth

Settlements (including both qualified assigned settlements and "buy-and hold"

settlements) funded by Genworth Annuity Contracts, including without limitation

liability for periodic payments under such Reliance/Genworth Settlements, except insofar

as such periodic payment liability is satisfied by Genworth Annuity Contracts payments;

(c)

approving the formation of Genworth Annuity Service Corporation and

the transfer to Genworth Annuity Service Corporation of Genworth Annuity Contracts

and corresponding periodic payment obligations to Genworth Annuity Service Corporation, with the limitation of liability described in subparagraph b above;

(d) confirming that Genworth will not be released from any obligation under

their respective Genworth Annuity Contracts;

(e) discharging and releasing Reliance and the Liquidator from all further responsibility and/or liability associated with the transferred Reliance/Genworth

Settlements and the Genworth Annuity Contracts;

(f) approving the Transfer Agreement, the transactions contemplated thereby, the form(s) of notice(s) attached as Exhibit 3.05 thereto, and such other measures relating to the Transfer Agreement and its implementation as Reliance, Genworth and Genworth Annuity Service Corporation in their reasonable discretion shall deem necessary or desirable; and

(g) confirming that upon the Closing under the Transfer Agreement ownership of the Genworth Annuity Contracts shall be vested in Genworth Annuity Service

Corporation free and clear of any and all claims, liens or encumbrances other than the

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Assumed Settlement Obligations to the Payees under the corresponding

Reliance/Genworth Settlements.

WHEREFORE, the Liquidator respectfully requests that this Court grant the

Application, enter an Order in the form attached hereto as Exhibit B, and order such other

relief as this Court deems necessary and appropriate.

Remainder ofPage Left Intentionally Blank

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Respectfully submitted,

Dated: November T; 2013

4-PRESTON BUCKMAN (I.D. #57570) Special Funds Counsel

Pennsylvania Insurance Department Capitol Associates Building

Office of Chief Counsel 901 North 7th Street Harrisburg, PA 17102 (717)_787-6009

r

BLANKR0MEj£p~

ANN B. LAUPHEIMER (I.D. #41883) SHEILA E. BRANYAN

One Logan Square

Philadelphia, PA 19103-6998 (215)569-5500

Attorneys for Applicant, Michael F.

Consedine, Insurance Commissioner of the Commonwealth of Pennsylvania, in his capacity as Statutory Liquidator of Reliance Insurance Company

114582.006 72/22255824v.6

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14-Dated: ; 2013

Respectfully submitted,

PRESTON BUCKMAN (I.D. #57570) Special Funds Counsel

Pennsylvania Insurance Department Capitol Associates Building

Office of Chief Counsel 901 North 7th Street Harrisburg, PA 17102 (717)787-6009 BLANK ROME LLP ANN B. LAUPHEIMER SHEILA E. BRANYAN One Logan Square

Philadelphia, PA 19103-6998 (215)569-5500

Attorneys for Applicant, Michael F.

Consedine, Insurance Commissioner of the Commonwealth of Pennsylvania, in his capacity as Statutory Liquidator of Reliance Insurance Company

900200.00001/22255824v.5

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-14-VERIFICATION

I, David S. Brietling, am authorized by Michael F. Consedine, Insurance

Commissioner of the Commonwealth of Pennsylvania, pursuant to 40 P.S. §221.23, to act on his behalf in his capacity as the Liquidator of Reliance Insurance Company and to supervise the daily operations as Chief Liquidation Officer for Reliance Insurance

Company. I hereby verify that the facts set forth in the foregoing pleading are true and

correct to the best of my knowledge, information and belief.

I understand that this Verification is made subject to the penalties of 18 P.S. §4904 relating to unsworn falsification to authorities.

Executed nn NcwfiJi oj^ 4* . 2013

DAVID S. BRIETLING

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CERTIFICATE OF SERVICE

I, Claire Rocco, hereby certify that I am this day serving the foregoing document upon the persons indicated below and in the manner indicated below in accordance with Pa. R.A.P. Nos. 121, 3780 and 3784(a):

Upon the attached Master Service Parties List by first class U.S. Mail or e-mail.

Upon the attached Master Service Non-Parties List by a Notice of Filing. Upon the attached list of Annuity Issuers by a Notice of Filing.

_, 2013

CLAIRE ROCCO

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Master Service List Parties

IN RE: Reliance Insurance Company In Liquidation No. 1 REL 2001 (Commonwealth Court of Pennsylvania)

Preston M. Buckman, Esquire, (717) 787-6009 Department Counsel for Insurance

Governor's Office of General Counsel Commonwealth of Pennsylvania Insurance Department

Office of the Chief Counsel Capitol Associates Building 901 North 7th Street Harrisburg, PA 17102 Phone: (717) 787-6009 Fax: (717)772 4543

E-mail: pbuckman@,pa.gov (Attorneys for the Pennsylvania Insurance Department)

Marilyn K. Kincaid, Esquire, (215) 864-4205 Reliance Insurance Company

(in Liquidation) Three Parkway 5th Floor Philadelphia, PA 19102 Phone:(215)864-4205 Fax: (215) 864-4105 E-mail: marilvn.kincaid@relianceinsurance.com

(Attorney for Reliance Insurance Company (in Liquidation))

Frank P. DeGiulio, (215) 625-9900 Charles P. Neely

Palmer Biezup & Henderson LLP 190 North Independence Mall West Suite 401 Philadelphia, PA 19106 Phone:(215)625-9900 Fax:(215)625-0185 e-mail: fpd@pbh.com cneelv@pbh.com

(Counsel for Republic Western Insurance Company)

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Master Service List Non-Parties

IN RE: Reliance Insurance Company In Liquidation

No. 1 REL 2001 (Commonwealth Court of Pennsylvania)

Richard F. McMenamin, Esquire, (215) 963-5751 David L. Harbaugh, Esquire

Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Phone:(215)963-5751 Fax:(215)963-5001 E-mail: dharbaugh@,morganlewis.com rmcmenamin@morganlewis.com

(Attorneys for Fuji Bank)

Richard F. McMenamin, Esquire, (215) 963-5596 Erica Smith Klocek, Esquire

Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Phone:(215)963-5596 Fax:(215)963-5001 E-mail: esklocek@morganlewis.com rmcmenamin@morganlewis.com (Attorneys for Milliken & Company)

Jayson R. Wolfgang, Esquire, (717) 237-4852 Buchanan Ingersoll

One South Market Square 213 Market Street, 3rd Floor Harrisburg, PA 17101 Phone:(717)237-4852 Fax:(717)233-0852

E-mail: iayson.wolfgang@,bipc.com (Attorneys for Federal Insurance Company) Rowe W. Snider, Esquire, (312) 443-0700 Steven T. Whitmer, Esquire

Julie L. Young, Esquire

Locke Lord Bissell & Liddell LLP HIS. Wacker Drive

Chicago, Illinois 60606 Phone:(312)443-0700 Fax:(312)443-0336 E-mail: rsnider@lockelord.com swhitmer@lockelord.com ivoung@lockelord.com

(Attorneys for Illinois Insurance Guaranty Fund)

Richard F. McMenamin, Esquire, (215) 963-5596 Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921 Phone:(215)963-5596 Fax:(215)963-5001

E-mail: rmcmenamin@morganlewis.com (Attorneys for The Bank ofNew York Mellon (Formerly Mellon Bank, N.A.)

Daryn E. Rush, Esquire, (215) 864-6360 White and Williams LLP

1650 Market Street

One Liberty Place, Suite 1800 Philadelphia, PA 19103 Phone:215-864-6360 Fax:215-789-7683

E-mail: rushd@whiteandwilliams.com

(Attorney for Baptist Health South Florida, Inc., Palm Springs General Hospital, and Travelers Casualty and Surety Co.)

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Timothy P. Law, (215) 851-8100 Matthew D. Rosso

Reed Smith LLP 2500 One Liberty Place

1650 Market Street Philadelphia, PA 19103 Phone:(215)851-8100 Fax:(215)851-1420 E-mail: tlaw(5),reedsmith.com mrosso@reedsmith.com

(Counsel for Unisys Corporation and Tribune Company, Lincoln National Corporation, Warranted! et. al)

Henry M. Sneath, (412) 288-4000 Bridget M. Gillespie, (412) 288-4017

Picadio Sneath Miller & Norton, P.C.

4710 US Steel Tower 600 Grant Street Pittsburgh, PA 15219-2702 Phone: (412)288-4000 (412)288-4017 Fax: (412)288-2405 E-mail: hsneath@psmn.com bgillespie(g),psmn.com

(Counsel for Washington Mutual Bank ("WAMU"), as successor to Hawthorne Financial Corp. and Hawthorne Saving, F.S.B.)

Craig Tractenberg, (212) 940-3722 NIXON PEABODY LLP

Two Penn Center 1500 JFK Blvd Suite 200

Philadelphia, PA 19102 Phone: (212) 940-3722 Fax: (866) 852-3722

E-Mail: ctractenberg@n ixonpeabodv.com (Counsel for Massachusetts Insurers Insolvency Fund)

Jayne A. Risk, (215)656-3328 DLA Piper (US) LLP One Liberty Place 1650 Market Street Philadelphia PA 19103 Phone:(215)656-3328 fax:(215)606-3328 Email: iayne.risk@dlapiper.com Stephen A. Loney, Jr., (267) 675-4600

Hogan & Hartson LLP

1835 Market Street 29th Floor Philadelphia, PA 19103 Phone: (267) 675-4600 Fax: 267-675-4601 e-mail: salonev(g),hhlaw.com

(Counsel for Genworth Life Insurance Company and Genworth Life and Annuity Insurance Company (formerly General Electric Capital Assurance Company, First Colony Life Insurance Life Insurance Company, Federal Home Life Insurance Company, and GE Life and Annuity Assurance Company) and National Structured Settlements Trade Association) Timothy A. Diemer, (313)965-1900

Jacobs and Diemer, P.C. The Guardian Building 500 Griswold St., Suite 2825 Detroit, MI 48226

Phone:(313)965-1900 Fax:(313)965-1919

E-mail: TimDiemer@iacobsdiemer.com (Counsel for DTE Energy Company)

Nicholas E. Chimicles, Esquire, (610) 642-8500 Anthony A. Geyelin, Esquire

Chimicles & Tikellis LLP 361 W. Lancaster Avenue Haverford, PA 19041 Phone: (610) 642-8500 Fax: (610) 649-3633 Email: Nick@Chimicles.com TonvGevelin@Chimicles.com

(Counselfor Petitioner, the Certified Class in the In re Phoenix Leasing Limited Partnership Litigation)

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Annuity Issuers Pacific Life Insurance Company

Attention: John E. Carlson Law Department

700 Newport Center Drive Newport Beach, CA 92660-6367

General Electric Capital Life Assurance Company of New York

Attention: Andrew McLean, Esquire P.O. Box 6158

Lynchburg, VA 24505

General Electric Capital Life Assurance Company of New York

c/o Craig H. Ulman, Esquire Charles S. Greene III, Esquire Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, D.C. 20004

Federal Home Life Insurance Company c/o Craig H. Ulman, Esquire

Charles S. Greene III, Esquire Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, D.C. 20004

First Colony Life Insurance Company c/o Craig H. Ulman, Esquire

Charles S. Greene III, Esquire Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, D.C. 20004

Aviva Life Insurance Company Attention: Carl H. Wilson, Esquire Law Department

3 Pine Hill Drive

Quincy,MA 02169-7472

AIG Life Insurance Company Attention: Stephen C Baker, Esquire John B Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

Federal Home Life Insurance Company Attention: Andrew McLean, Esquire P.O. Box 6158

Lynchburg, VA 24505

First Colony Life Insurance Company Attention: Andrew McLean, Esquire P.O. Box 6158

Lynchburg, VA 24505

Monarch Life Insurance Company Attention: Michael Miller, Esq Lori Israeli, Esq

Drinker Biddle & Reath LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

American General Life Insurance Company Attention: Stephen C Baker, Esquire

John B Dempsey, Esquire Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

Safeco Life Insurance Company

Attention: Jeffrey A Laurance, Esquire Life Legal Department

1191 2nd Avenue, Ste 200 Seattle WA 98101-2997

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Annuity Issuers Variable Annuity Life Insurance Company

Attention: Stephen C Baker, Esquire John B Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

American Mayflower Life Insurance Company Attention: Andrew McLean, Esquire

P.O. Box 6158

Lynchburg, VA 24505

American International Life Assurance Company of NY Attention: Stephen C. Baker, Esquire

John B. Dempsey, Esquire Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

Swiss Re Life and Health America Inc. Attention: Stephen C. Baker, Esquire John B. Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

Transamerica Occidental Life Insurance Company Attention: Richard M. Rubenstein, Esquire Law Department

400 West Market Street Aegon Center 8th Floor Louisville, KY 40202

Peoples Benefit Life Insurance Company Attention: Richard M. Rubenstein, Esquire Law Department

400 West Market Street Aegon Center 8th Floor Louisville, KY 40202

Allstate Life Insurance Company Attention: Ann M. Walton, Esquire 3100 Sanders Road J5B

Northbrook, IL 60062

American Mayflower Life Insurance Company c/o Craig H. Ulman, Esquire

Charles S. Greene III, Esquire Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, D.C. 20004

National Indemnity Company

Attention: Brennan S. Neville, Esquire Legal Council

3024 Harney Street Omaha, NE 68131

AIG Annuity Insurance Company Attention: Stephen C. Baker, Esquire John B. Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

Monumental Life Insurance Company Attention: Richard M. Rubenstein, Esquire Law Department

400 West Market Street Aegon Center 8th Floor Louisville, KY 40202

The Prudential Insurance Company of America Attention: Richard Torres, Esquire

VP and Corp Counsel

Prudential Retirement Law Department 200 Wood Avenue S, MS 225

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Annuity Issuers

Delaware American Life Insurance Company Attention: Stephen C. Baker, Esquire John B. Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets Philadelphia, PA 19103-6996

The Equitable Life Assurance Society of the United States

Attention: Margaretta J. Bowen, Esquire Legal Department, 12th Floor

1290 Avenue of the Americas New York, New York, 10104

General Electric Capital Assurance Company

Attention: Andrew McLean, Esquire P.O. Box 6158

Lynchburg, VA 24505

Reassure American Life Insurance Company Attention: Stephen C. Baker, Esquire John B. Dempsey, Esquire

Drinker Biddle & Reath, LLP

One Logan Square 18th and Cherry Streets

Philadelphia, PA 19103-6996

Aurora National Life Assurance Company Attention: Stephen C. Baker, Esquire John B. Dempsey, Esquire

Drinker Biddle & Reath, LLP One Logan Square

18th and Cherry Streets

Philadelphia, PA 19103-6996

General Electric Capital Assurance Company

c/o Craig H. Ulman, Esquire Charles S. Greene III, Esquire Hogan Lovells US LLP 555 Thirteenth Street, NW, Washington, D.C. 20004

Jefferson Pilot Financial Insurance Company

100 North Greene Street Greensboro, NC 27401

Gregg Hansen, Vice President

Jefferson Pilot Financial Insurance Company

100 North Green Street Greensboro, NC 27401

Security Benefit Life Insurance Company Attention: Natalie Hagg, Esquire

Law Department

One Security Benefit Place Topeka,KS 66636-0001

Liberty Life Assurance Company of Boston

Attention: Patricia Fairhurst

Structured Settlement Administration

100 Liberty Way Dover, NH 03820

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TRANSFER AND ASSUMPTION AGREEMENT between

RELIANCE INSURANCE COMPANY (IN LIQUIDATION)

and

GENWORTH LIFE INSURANCE COMPANY,

GENWORTH LIFE AND ANNUITY INSURANCE COMPANY and GENWORTH LIFE INSURANCE COMPANY OF NEW YORK

to be joined by

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TABLE OF CONTENTS

Page

ARTICLE I DEFINED TERMS 3

1.01 Definitions 3

ARTICLE II FORMATION OF GENWORTH ANNUITY SERVICE

CORPORATION 3

2.01. Formation of Genworth Annuity Service Corporation 3

2.02. Purposes of Genworth Annuity Service Corporation 3

2.03. Joinder in Agreement by Genworth Annuity Service Corporation 3 2.04. Capitalization of Genworth Annuity Service Corporation 4 ARTICLE III ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS

UNDER RELIANCE/GENWORTH SETTLEMENTS; TRANSFER OF

OWNERSHIP OF GENWORTH ANNUITY CONTRACTS 4

3.01. Assignment and Assumption of Obligations under

Reliance/Genworth Settlements 4

3.02. Transfer of Ownership of Genworth Annuity Contracts 4

3.03. Preservation of Defenses 5

3.04. Effect of Proceedings 5

3.05. Notice to Payees 5

ARTICLE IV COURT APPROVAL 6

4.01. Preconditions to Assumption and Assignment 6

ARTICLE V ADMINISTRATION OF RELIANCE/GENWORTH

SETTLEMENTS 8

5.01. Interim Administration 8

5.02. Administration on and after Assumption Date 8

5.03. Information, Notices and Reports 9

5.04. Resolution of Disputes Affecting Reliance/Genworth Settlements 9

ARTICLE VI AVAILABILITY OF BOOKS AND RECORDS 9

6.01. Access Prior to Assumption Date 9

6.02. Turnover Following Assumption Date 10

ARTICLE VII TERMINATION 11

7.01. Conditions for Termination 11

7.02. Effect of Termination 12

ARTICLE VIII REPRESENTATIONS AND WARRANTIES 12

8.01. Representations and Warranties of All Parties 12

8.01(a). Power and Authority; Authorization; Binding Obligations 12

8.01(b). No Conflict or Violation 13

8.01 (c). Consents and Approvals 13

8.0 l(d). Actions and Proceedings 14

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8.02.

Representations and Warranties of Reliance and Genworth

14

8.03.

Representations and Warranties of Reliance

15

ARTICLE IX MISCELLANEOUS COVENANTS

15

9.01. Confidentiality 15

9.02. Notification of Changes 16

9.03. Application for Court Approval 16

9.04. Expenses 17

ARTICLE X CLOSING 17

10.01. Timing; Documentation 17

10.01(a) Assumption Certificate 18

10.01(b) Deed ofAssignment; Instructions 18

10.01(c) Additional Documents 18

10.02.

Conditions Precedent to Obligations of All Parties

18

10.02(a) No Prohibition or Force Majeure 19

10.02(b) Continued Accuracy ofI. R.S. Ruling Representations

19

10.03.

Conditions Precedent to Obligations of Each Party Individually

19

10.03(a) Accuracy ofRepresentations and Warranties

19

10.03(b) Compliance with Covenants 20

ARTICLE XI MISCELLANEOUS PROVISIONS

20

11.01. Duty of Cooperation 20

11.02. Successors and Assigns 20

11.03. Amendment 20 11.04. Governing Law 20 11.05. Notices 21 11.06. No Broker Fees 23 11.07. Counterparts 23 11.08. Entire Agreement 24

11.09. Exhibits and Schedules 24

11.10. Headings 24

11.11. Waiver of Compliance 24

11.12. Publicity 24

11.13. Liability of Liquidator 25

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TRANSFER AND ASSUMPTION AGREEMENT

THIS TRANSFER, ASSUMPTION AND ASSIGNMENT AGREEMENT ("Agreement") is made as of , 2013 by and between RELIANCE INSURANCE COMPANY (In Liquidation)(as more fully defined in Annex 1, "Reliance"), through Michael F. Consedine, Insurance Commissioner of the Commonwealth of Pennsylvania, in his official capacity as Statutory Liquidator (the "Liquidator") pursuant to the Order of Liquidation entered October 3, 2001 by the Commonwealth Court of Pennsylvania; GENWORTH LIFE INSURANCE COMPANY, GENWORTH LIFE AND ANNUITY INSURANCE COMPANY, and GENWORTH LIFE INSURANCE COMPANY OF NEW YORK (collectively, "Genworth" or the "Genworth Annuity Issuers"); and by Genworth Annuity Service Corporation (as hereinafter defined) following its formation as provided herein. David S. Briettling, Chief Liquidation Officer, is acting on behalf of Michael F. Consedine, who is acting on behalf of Reliance pursuant to the powers granted to him under 40 P.S. §§ 221.20, et seq. and other applicable statutes regulations and laws.

RECITALS

A. Reliance was placed into liquidation pursuant to the Order of Liquidation (the "Liquidation Order") dated October 3, 2001 entered by the Commonwealth Court of Pennsylvania.

B. Pursuant to Article V of the Insurance Department Act of 1921 (40 P.S. §§211 et seq.) and the terms of the Liquidation Order, Michael F. Consedine, Insurance Commissioner of Pennsylvania, has been appointed Liquidator of Reliance and in such capacity has been authorized and empowered to take possession of Reliance's property, business and affairs, to liquidate Reliance and to take such action as the interests of policyholders, creditors and the public may require.

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C. Reliance has periodic payment obligations under approximately 3,093 structured settlements funded by annuity contracts issued by the Genworth Annuity Issuers and

belonging to Reliance; and

D. Reliance purchased such annuity contracts specifically to fund the Reliance/Genworth Settlements, under federal tax rules that (i) have enabled the settlement recipients to receive the periodic payments funded by the annuity contracts as tax-free damages under I.R.C. § 104(a); and (ii) have enabled Reliance to avoid incurring tax liability in

connection with its acquisition and ownership of the annuity contracts.

E. Reliance and Genworth propose that Genworth Annuity Service

Corporation ("GASC") replace Reliance as obligor under the Reliance/Genworth Settlements and as owner of the corresponding Genworth Annuity Contracts (as such capitalized terms are hereinafter defined), so that (i) payments under the Genworth Annuity Contracts will continue to satisfy the corresponding periodic payment obligations under the Genworth Structured Settlements, and Reliance will be relieved of those obligations; (ii) neither Reliance nor Genworth will suffer adverse federal tax consequences by reason of the formation of GASC and GASC becoming the obligor under the Genworth Structured Settlements and owner of the corresponding Genworth Annuity Contracts; and (iii) the tax treatment of periodic payments under Genworth Annuity Contracts to the settlement recipients will be unchanged by the transaction.

NOW, THEREFORE, in consideration of the foregoing and the mutual and several promises and undertakings herein contained, and for other good and valuable consideration the receipt and adequacy are hereby acknowledged, the parties hereto agree as

follows:

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ARTICLE I DEFINED TERMS

1.01 Definitions Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Annex 1.

ARTICLE II

FORMATION OF GENWORTH ANNUITY SERVICE CORPORATION

2.01. Formation of GASC. Not later than fifteen (15) calendar days after Court Approval (as defined in Section 4.01), Genworth shall cause GASC to be formed as a domestic stock corporation in the State of Delaware with authority to enter into this Agreement and to undertake the obligations of GASC hereunder, including the assumption of the Assumed Settlement Obligations and the acceptance of the Genworth Annuity Contracts. GASC shall have (a) a charter and (b) bylaws substantially in the form attached as Exhibits 2.01 (a) and 2.01 (b), respectively, hereto. The stockholders of GASC shall be limited to Reliance and Genworth.

2.02. Purposes of GASC. Genworth shall cause GASC to be incorporated in order, among other things, to assume the Assumed Settlement Obligations and to become the

owner of the Genworth Annuity Contracts, so that the transfer of the Genworth Annuity Contracts to GASC will not (a) change the tax treatment of periodic payments made to structured settlement recipients under the Genworth Annuity Contracts as amounts excluded from gross income under I.R.C. § 104(a)(l) or (2), as applicable, or (b) subject Genworth or GASC to any reporting obligations under I.R.C. § 6041 as payors of such periodic payments.

2.03. Joinder in Agreement by GASC. Upon the incorporation of GASC, Reliance and Genworth shall cause GASC to become a party to this Agreement by executing a

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Joinder Agreement, the form of which is attached hereto as Exhibit 2.03 (the "joinder

Agreement"), with all of the rights and obligations assigned and delegated to GASC herein as if GASC was a party on the date hereof.

2.04. Capitalization of GASC. Upon the incorporation of GASC, (a) Genworth shall make a capital contribution in cash in the aggregate amount of $20,000.00 to GASC in exchange for 20,000 shares of the common stock of GASC, representing an 80% equity ownership interest in GASC, and (b) Reliance shall make a capital contribution in cash in

the amount of $5,000.00 to GASC in exchange for 5,000 shares of the common stock of GASC,

representing a 20% equity ownership interest in GASC. ARTICLE III

ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS UNDER RELIANCE/GENWORTH SETTLEMENTS; TRANSFER OF OWNERSHIP OF GENWORTH ANNUITY CONTRACTS

3.01. Assignment and Assumption of Obligations under

Reliance/Genworth Settlements. Effective on and as of the Assumption Date, Reliance shall transfer and assign to GASC, and GASC shall accept and assume, the Assumed Settlement Obligations, such transfer, assignment, acceptance and assumption to take effect concurrently

with the assignment and transfer by Reliance to GASC and the acceptance and assumption by

GASC of ownership of the Genworth Annuity Contracts, as provided in Section 3.02. GASC shall neither assume nor otherwise be liable for any Extra-Contractual Liabilities or for any other

obligations under, arising from or related to any of the Reliance/Genworth Settlements other than

the Assumed Settlement Obligations.

3.02. Transfer of Ownership of Genworth Annuity Contracts. Effective

on and as of the Assumption Date, Reliance shall transfer, assign, convey and deliver to GASC

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all of Reliance's right, title and interest as owner of the Genworth Annuity Contracts, and GASC

shall accept and assume ownership of the Genworth Annuity Contracts, such transfer and

acceptance to occur concurrently with the assignment and assumption of the Assumed

Obligations as provided in Section 3.01. Such transfers shall be effected by delivery of such

transfer instrument(s) as GASC may reasonably request in order to convey and evidence conveyance to GASC of ownership of the Genworth Annuity Contracts free and clear of Liens.

3.03. Preservation of Defenses. GASC accepts and assumes the Assumed

Settlement Obligations subject to and with the benefit of any and all defenses, recoupments,

setoffs, counterclaims and other rights to which Reliance would be entitled with respect to the

corresponding Reliance/Genworth Settlements (other than any such defenses, recoupments,

setoffs, counterclaims or other rights that pertain solely to Extra-Contractual Liabilities or other

obligations that do not constitute Assumed Settlement Obligations).

3.04. Effect of Proceedings. On and after the Assumption Date, the Assumed

Settlement Obligations shall continue to be payable without any diminution or other alteration

attributable to the liquidation of Reliance.

3.05. Notice to Payees. As soon as practicable following the Assumption

Date, Genworth, on its own behalf and on behalf of Reliance, shall send to each Payee a notice,

in substantially the form attached hereto as Exhibit 3.05, notifying such Payee of (i) the

assumption of the Assumed Settlement Obligations by, and the assignment of the Genworth Annuity Contracts to, GASC and (ii) the disallowance, discharge and release provisions of the Court Approval, as described in Sections 4.01(a)-(d) below. The cost of sending such notice shall be borne by Genworth. In those cases in which Assumed Settlement Obligations include payments mailed on a recurring periodic basis to Payees at their home addresses, Genworth may,

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at its discretion, cause the notice required under this Section 3.05 to be given by including the notice with payments made following the Assumption Date.

ARTICLE IV COURT APPROVAL

4.01. Preconditions to Assumption and Assignment. Reliance and Genworth have previously requested and received from the United States Internal Revenue Service (the "I.R.S.") a private letter ruling (the "I.R.S. Ruling") confirming their mutual expectations regarding the absence of adverse federal income tax implications of the transactions contemplated by this Agreement. With respect to Reliance, this Agreement is subject to final approval by the Court. Accordingly, the respective obligations of Reliance and GASC to consummate the assignment and assumption of the Assumed Settlement Obligations and the transfer and acceptance of ownership of the Genworth Annuity Contracts, as contemplated by this Agreement, remain subject to the following pre-condition (in addition to the conditions precedent set forth in Article X): the Court shall have entered its order(s), in form and substance reasonably satisfactory to Reliance, Genworth and New Sub, which shall have become Final

Order(s) (such order or orders being hereinafter referred to as "Court Approval"), providing for the following:

4.01 (a) Approval of the form and substance of Notices of Determination

("NOD") to be issued by the Liquidator to Genworth with respect to the following Proofs of

Claim ("POCs"): No. 2096731, filed by General Electric Capital Assurance Company;

No.2097289, filed by First Colony Life Insurance Company; No.2096743, filed by American Mayflower Life Insurance Company; No. 1678908, filed by General Electric Capital Life

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Company. Each NOD shall dispose of the applicable POC as priority (e) pursuant to 40 P.S. § 221.44 and shall state "This NOD is being issued pursuant to the Transfer and Assumption Agreement dated as of , 2013 between the Liquidator of Reliance Insurance Company and Genworth. Priority level (e) is assigned only for purposes of consummating the Transfer Agreement and is not a substantive determination of priority";

4.0 l(b) Disallowance of any and all other claims made by or on behalf of Payees under Reliance/Genworth Settlements and/or the corresponding Genworth Annuity Contracts, except to the extent that such claims are satisfied by periodic payments under the Genworth Annuity Contracts;

4.0l(c) Discharge and release of Reliance and the Liquidator from any claims for periodic payments under Reliance/Genworth Settlements and/or the corresponding Genworth Annuity Contracts, except insofar as such claims are satisfied by periodic payments under the Genworth Annuity Contracts, and confirmation that the Assumed Settlement Obligations likewise shall be limited to the amounts actually paid under the Genworth Annuity Contracts;

4.0l(d) Discharge and release of Reliance and the Liquidator from any and all further liability or responsibility of any kind whatsoever with respect to Reliance/Genworth Settlements and Genworth Annuity Contracts (excepting obligations set forth in this Agreement);

4.01 (e) Approval of this Agreement, the transactions contemplated hereby, the form(s) of notice(s) under Section 3.05 and such other measures relating to this Agreement and its implementation as Reliance, Genworth and GASC in their reasonable discretion shall deem necessary or desirable;

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4.0 l(f) Confirmation that the Court Approval shall not relieve the Genworth Annuity Issuers from any of their obligations under the Genworth Annuity Contracts; and

4.01 (g) Confirmation that upon the Closing under this Agreement ownership of the Genworth Annuity Contracts shall be vested in GASC free and clear of any and all claims, liens or encumbrances other than the Assumed Settlement Obligations to the Payees under the corresponding Reliance/Genworth Settlements.

ARTICLE V

ADMINISTRATION OF RELIANCE/GENWORTH SETTLEMENTS

5.01. Interim Administration. Until the Assumption Date, Genworth, as delegee of Reliance, shall, at its own expense, continue to administer the Reliance/Genworth Settlements (i.e., from Reliance's standpoint as an obligor and as the owner of the Genworth Annuity Contracts) with the objectives of (a) minimizing Reliance's administrative costs in connection with the Reliance/Genworth Settlements and (b) facilitating an orderly transfer to GASC, and assumption by GASC, of ownership of and responsibility for the Genworth Annuity Contracts.

5.02. Administration on and after Assumption Date. On and after the Assumption Date, GASC shall assume full responsibility for administration and servicing of the Reliance/Genworth Settlements and ownership of the Genworth Annuity Contracts, with full authority to administer all aspects of the Reliance/Genworth Settlements and ownership of the Genworth Annuity Contracts.

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5.03. Information, Notices and Reports. For a period of eighteen (18)

months following the Assumption Date, Reliance will make reasonable good faith efforts (consistent with and subject to Section 11.01 of this Agreement) to cause originals or copies of all notices and other written communications received by it or by any of its Representatives pertaining to the Reliance/Genworth Settlements or the Genworth Annuity Contracts, including without limitation any and all inquiries, requests or complaints from Payees, State insurance regulators, agents, brokers, producers, third-party administrators and structured settlement factoring companies, to be directed to GASC as provided in Section 11.05. To facilitate such efforts GASC shall supply Reliance with pre-printed address labels and pre-addressed,

postage-paid envelopes addressed to GASC.

5.04. Resolution of Disputes Affecting Reliance/Genworth Settlements. Consistent with and subject to Section 11.01 of this Agreement, for a period of eighteen (18) months following the Assumption Date, Reliance will make reasonable good faith efforts to respond to reasonable requests from GASC and/or Genworth for information relating to disputes pertaining to payments made, or due to be made, under Reliance/Genworth Settlements or Genworth Annuity Contracts, which disputes (i) relate to events occurring prior to March 1, 2013

(the date when Genworth began to administer ownership of the Genworth Annuity Contracts as Reliance's delegee), and (ii) are not resolved by the provisions of the Court Approval described in Sections 4.01.

ARTICLE VI

AVAILABILITY OF BOOKS AND RECORDS

6.01. Access Prior to Assumption Date. Prior to the Assumption Date, upon request by Genworth for Settlement Agreement Documentation related to a specific

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Reliance/Genworth Settlement, Reliance will make reasonable good faith efforts (consistent with and subject to Section 11.01 of this Agreement) to locate, copy and furnish to Genworth and its

Representatives (at Genworth's expense) such Settlement Agreement Documentation, insofar as it is contained in Reliance's Books and Records identified with such Reliance/Genworth Settlement. In making any such request Genworth shall confirm that it has reviewed its own

records relating to the Genworth Annuity Contract(s) that fund the Reliance/Genworth

Settlement and has been unable to locate copies of the Settlement Agreement Documentation. 6.02. Turnover Following Assumption Date. As soon as practicable following the Assumption Date, Reliance shall deliver or cause to be delivered to Genworth or GASC (i) the physical files pertaining to Reliance structured settlements (primarily but not exclusively Reliance/Genworth Settlements) that Reliance has compiled since entry of the

Liquidation Order (the "Transactional Records"), which shall be shipped at the expense of Genworth and/or GASC, and (ii) electronic copies of the Digital Records files maintained by

Reliance pertaining to Reliance/Genworth Settlements that are Buy-and-Hold Settlements.

Reliance has estimated that the Transactional Records occupy approximately 150 files boxes. If additional Transactional Records subsequently come to its attention, Reliance shall so notify GASC and make such records available for delivery to GASC at the expense of Genworth and/or GASC. Insofar as the Transactional Records delivered to Genworth include records pertaining to Reliance structured settlements that are not Reliance/Genworth Settlements, Genworth shall be under no obligation to retain such Transactional Records or to make them available to Reliance (or to any other party).

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ARTICLE VII TERMINATION

7.01. Conditions for Termination. This Agreement may be terminated prior

to the Assumption Date only as follows:

7.01 (a) By Reliance, upon written notice to Genworth and GASC, from and after the date of GASC's execution of the Joinder Agreement, (i) if Genworth or GASC fails

in any material respect to perform its respective obligations hereunder and such failure is not

cured within thirty (30) days after Reliance has given such party written notice of such failure and of Reliance's intention to terminate this Agreement pursuant to this Section 7.01 (a); (ii) if

any of the representations and warranties of Genworth or GASC contained herein proves inaccurate in any material respect and such inaccuracy is not remedied within thirty (30) days after Reliance has given such party written notice of such inaccuracy and of Reliance's intention to terminate this Agreement; and (iii) if Court Approval has not been obtained by December 31, 2014 or such later date as may be agreed upon by Reliance, Genworth and GASC;

7.0l(b) By Genworth and/or GASC (from and after the date of its

execution of the Joinder Agreement), upon written notice to Reliance (i) if Reliance fails in any material respect to perform its obligations hereunder and such failure is not cured within thirty (30) days after Genworth or GASC has given Reliance written notice of such failure and of its intention to terminate this Agreement pursuant to this Section 7.0l(b); (ii) if any of the

representations and warranties of Reliance contained herein proves inaccurate in any material respect and such inaccuracy is not remedied within thirty (30) days after Genworth or GASC has given Reliance written notice of such inaccuracy and of its intention to terminate this Agreement;

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and (iii) if Court Approval has not been obtained by December 31, 2014 or such later date as may be agreed upon by Reliance, Genworth and GASC; and

7.0 l(c) By any of Reliance, Genworth or GASC (from and after the date

of its execution of the Joinder Agreement) if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding upon Reliance, Genworth or GASC

which prohibits or restrains Reliance, Genworth or GASC from consummating the transactions contemplated hereby; provided that Reliance, Genworth and GASC have used reasonable efforts to have any such order, writ, injunction or decree vacated or modified.

7.02. Effect of Termination. In the event of termination of this Agreement

pursuant to this Article 7, this agreement shall be of no further force or effect, and neither

Reliance nor Genworth nor GASC shall have any further obligation to any other party under this

Agreement, except obligations under the following provisions, which shall survive termination

of this Agreement and shall remain binding on the parties: Sections 1.01 (Definitions), 9.01 (Confidentiality), 9.04 (Expenses), 11.04 (Governing Law), 11.06 (No Broker Fees), 11.12

(Publicity) and 11.13 (Liability of Liquidator).

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

8.01. Representations and Warranties of All Parties. Reliance, Genworth

and GASC (from and after the date of its execution of the Joinder Agreement) each makes (as a "Representing Party") the following representations and warranties to each of the other parties:

8.01(a). Power and Authority; Authorization; Binding

Obligations. Subject to Court Approval, (i) it has all requisite power and authority to enter into

this Agreement and to perform its obligations hereunder; (ii) its execution and delivery of this 12

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Agreement and its performance of its obligations hereunder have been duly authorized, and no other acts or proceedings (other than receipt of Court Approval) are necessary to authorize its execution, delivery and performance of this Agreement; (iii) this Agreement has been duly executed and delivered by the Representing Party; and (iv) assuming its execution and delivery by each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Representing Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors' rights, and subject to general principles of equity (regardless of whether enforceability of this Agreement is considered in a proceeding in equity or at law).

8.01(b). No Conflict or Violation. Subject to Court Approval, Representing Party's execution and delivery of this Agreement, its consummation of the transactions contemplated hereby, and its compliance with the terms hereof will not (i) violate any law, regulation, ordinance or judicial or administrative order, writ, award, judgment, injunction or decree applicable to Representing Party or to its properties, assets or obligations; (ii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of performance required by any indenture or agreement or other instrument to which Representing Party is a party or by which it is bound or by which any of its properties, assets or obligations may be affected; or (iii) result in the creation of any Lien upon any of the Representing Party's properties or assets under any such indenture, agreement or instrument.

8.01(c). Consents and Approvals. Other than Court Approval, the execution, delivery and performance of this Agreement and the consummation by Representing Party of the transactions contemplated hereby do not require Representing Party to obtain any

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consent, approval or action of, or to make any filing with or give any notice to, any Person, except as expressly provided in this Agreement.

8.01(d). Actions and Proceedings. Except for the ongoing Reliance liquidation proceeding pending before the Court, there (i) are no outstanding orders, decrees or judgments of any court or any Federal, State, municipal or other governmental agency, regulatory body or arbitration tribunal against or affecting the Representing Party that, individually or in the aggregate, have or could reasonably be expected to have a Material Adverse Effect on the ability of the Representing Party to perform its obligations hereunder; and (ii) are no pending or, to the knowledge of the Representing Party, threatened litigations, actions, suits, claims or legal, administrative or arbitration proceedings against or affecting the Representing Party that, if determined adversely, would be likely, individually or in the aggregate, to have a Material Adverse Effect on the ability of the Representing Party to perform its obligations hereunder.

8.02. Representations and Warranties of Reliance and Genworth.

Reliance and Genworth each represents and warrants to the other and to GASC (from and after the date of its execution of the Joinder Agreement) that to the best of its knowledge (i) Reliance acquired and has held each Genworth Annuity Contract solely as a funding asset for the corresponding Reliance/Genworth Settlement (as the term "qualified funding asset" is defined in I.R.C. § 130(d)), but without regard to whether there was any qualified assignment under I.R.C. § 130); and (ii) all payments that have been made to the Payee pursuant to each Genworth Annuity Contract have been excludible from income of the Payee pursuant to I.R.C. § 104(a)(l) or (2).

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8.03. Representations and Warranties of Reliance. Reliance represents

and warrants to Genworth and to GASC (from and after the date of its execution of the Joinder Agreement) that each Genworth Annuity Contract is free and clear of Liens created by or arising through Reliance and to the best of Reliance's knowledge is free and clear of other Liens excepting the following (to the extent, if any, that any of such items may be viewed as a Lien): (i) the interest of the Payee whose Reliance/Genworth Settlement is funded by such Genworth Annuity Contract, and (ii) the actual or claimed interest of any successor-in-interest, or any party claiming to be a successor-in-interest to any such Payee, including without limitation any party described in clauses (I)-(VI) of the definition of "Competing Claim" in Annex I.

ARTICLE IX

MISCELLANEOUS COVENANTS 9.01. Confidentiality.

9.01 (a) Any non-public books, records, data and information ("Non-Public Information") to the extent any was furnished by Reliance, Genworth or GASC to any of the others in connection with the transactions contemplated under this Agreement shall remain and be deemed to be the exclusive property of the party furnishing such Non-Public Information and shall be held in confidence by the party receiving such information (except insofar as such information becomes publicly available other than through a violation of this Agreement) and shall not be used by the party receiving such information for any purpose other than the transactions contemplated under this Agreement. Reliance, Genworth and GASC shall require their respective Representatives to maintain the confidentiality of all Non-Public Information. In the event that the transactions contemplated under this Agreement are not consummated, Reliance, Genworth and GASC shall each return all Non-Public Information in its possession

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(including all copies) which is deemed under this Section 9.01 (a) to be the exclusive property of the other or shall destroy such Non-Public Information and provide written confirmation of its destruction. It is understood between the parties that this Agreement does not constitute or contain Non-Public Information, and a copy of this Agreement will be appended to the Application to the Court.

9.0 l(b) Reliance, Genworth and GASC each acknowledges and agrees that any public disclosure of Restricted Settlement Information could be severely prejudicial to Reliance, to Genworth, to GASC and to Payees. Accordingly, Reliance, Genworth and New Sub each agrees that (i) it will hold Restricted Settlement Information in strictest confidence; (ii) promptly notify the other parties of any unauthorized disclosure of Restricted Settlement Information of which it becomes aware; and (iii) following any such unauthorized disclosure, make or assist the other in making, reasonable good faith efforts to minimize the risk of further unauthorized disclosure.

9.02. Notification of Changes. From the date of this Agreement through the Assumption Date, Reliance, Genworth and GASC each shall promptly notify the other parties in writing of any event, condition or circumstances occurring during such period which, in the

reasonable judgment of the notifying party, (i) has resulted or could be expected to result in a

Material Adverse Effect with respect to the Reliance/Genworth Settlements or the Genworth Annuity Contracts or the consummation of the transactions contemplated in this Agreement, or (ii) constitutes a material violation or breach of any representation, warranty, covenant or agreement of the notifying party contained in this Agreement.

9.03. Application for Court Approval. Reliance, in consultation with

Genworth, shall prepare the Liquidator's Application for Court Approval, as described in Section 16

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4.01 and the proposed form of order granting such Application, in forms reasonably acceptable to Genworth. Genworth shall appear in support of such Application and shall join with Reliance in responding to any objections to the Application. The Application shall expressly supersede the Liquidator's Application For Approval To Transfer Ownership of Structured Settlement Annuity Contracts filed in the Court September 10, 2012 (the "Ownership Transfer Application"), insofar as it otherwise would apply to the Genworth Annuity Contracts. It is understood and agreed that if any party terminates this Agreement pursuant to Article VII hereof or the Court denies the Liquidator's Application for Court Approval, Reliance shall be entitled to re-file, with respect to

the Genworth Annuity Contracts, a renewed Application corresponding to the Ownership Transfer Application.

9.04. Expenses. Except as otherwise set forth in this Agreement, each party shall bear its own expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of such party's Representatives. This Section 9.04 shall not affect the separate agreement of Genworth and Reliance to share the expense of preparing and submitting the request for the I.R.S. Ruling.

ARTICLE X CLOSING

10.01. Timing; Documentation. The transfer of the Assumed Settlement

Obligations and the Genworth Annuity Contracts from Reliance to GASC (the "Closing") shall

take effect as of 12:00 noon, local time in Philadelphia, Pennsylvania, on the Assumption Date. At the Closing the parties shall exchange PDF versions of the documents specified in subsections

10.01(a)-(c), with originals to be exchanged by overnight delivery. In conjunction with the 17

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Closing, Reliance and Genworth and/or GASC also shall make arrangements for delivery of the Transactional Records and Digital Records as provided in Section 6.02.

10.01(a) Assumption Certificate. GASC shall deliver to Reliance a duly executed assumption certificate, in the form attached hereto as Exhibit 10.01 (a), confirming GASC's assumption of the Assumed Settlement Obligations and its acceptance and assumption of ownership of the Genworth Annuity Contracts.

10.01(b) Deed of Assignment; Instructions. Reliance shall deliver to GASC (i) a duly executed deed of assignment, in the form attached hereto as Exhibit 10.01(b), confirming the absolute assignment and transfer to GASC of the Genworth Annuity Contracts corresponding to the Assumed Settlement Obligations assigned to and assumed by GASC; and (ii) blanket instructions duly executed on behalf of Reliance and in a form reasonably satisfactory to GASC, directing the Genworth Annuity Issuers to modify their records, effective as of the Assumption Date, to identify GASC as the owner of the Genworth Annuity Contracts.

10.0l(c) Additional Documents. Each party shall execute and deliver such additional documents as any other party may reasonably request in order to evidence or confirm the transfer of the Assumed Settlement Obligations and the Genworth Annuity Contracts from Reliance to GASC.

10.02. Conditions Precedent to Obligations of All Parties. The respective obligations of all of the parties to consummate the transactions contemplated under this Agreement are subject to satisfaction of the following conditions precedent, in addition to the precondition specified in Article IV. Reliance, Genworth and GASC may, by written agreement,

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