ASSIGNMENT AND ASSUMPTION TO THE
THIRD PARTY ADMINISTRATOR AGREEMENT
AND RELATED WORK ASSIGNMENTS
WHEREAS, Security Benefit Life Insurance Company ("SBL"), Security
Distributors, Inc., and The Xxxxxxx Xxxxx Group, Inc. ("GS GROUP") are
parties to that certain Third Party Administrator Agreement dated August 22,
2005 (the "Agreement"); and
WHEREAS, Commonwealth Annuity and Life Insurance Company (f/k/a Allmerica
Financial Life and Annuity Company) ("Commonwealth") is a wholly-owned
subsidiary of GS Group and is party to one or more Work Assignments under the
Agreement, as such Work Assigmnents have been amended; and
WHEREAS, pursuant to Section 17.1 of the Agreement GS GROUP acknowledged that
SBL intended to perform Services under the Agreement through its se(2)
division unless or until such division was reorganized into a separate legal
entity; and
WHEREAS, SBL's se(2) division has been reorganized into a separate legal
entity, se(2), inc., a Kansas corporation, and se(2), inc. is licensed as a
third party administrator; and
WHEREAS, se(2), inc. is willing to assume SBL's rights and obligations under
the Agreement,
WHEREAS, pursuant to Section 17.1 of the Agreement SBL must obtain GS
GROUP's prior written consent to its assignation of its rights or obligations
under the Agreement to se(2);
NOW, THEREFORE, the parties agree as follows:
1. SBL hereby transfers and assigns to se(2), inc., all of SBL's rights and
obligations under the Agreement and the Work Assignments, whether
heretofore or hereafter existing.
2. se(2), inc. hereby accepts and assumes all of SBL's rights and
obligations under the Agreement and the Work Assignments, whether
heretofore or hereafter existing.
3. GS GROUP and Commonwealth hereby consent to the transfer, assignment,
acceptance and assumption of all of SBL's rights and obligations under
the Agreement to and by se(2), inc., whether heretofore or hereafter
existing, and agrees that SBL hereupon no longer has any rights or
obligations under the Agreement or the Work Assignments, except for
SBL's obligations under the guaranty specified in Section 4, below.
4. The parties hereby acknowledge the guaranty, of even date herewith,
provided by SBL to GS Group (a copy of which is attached hereto as
Exhibit 1) as contemplated by Section 17.1 of the Agreement.
5. This Assignment and Assumption may be signed in counterparts.
6. This Assignment and Assumption shall be governed by the laws of the
State of New York without regard to its principles governing conflicts
of laws. The parties unconditionally consent to the exclusive
jurisdiction of and venue in the state and federal courts located in
New York, New York.
IN WITNESS WHEREOF, the parties have signed this Assignment and Assumption to
the Third Party Administrator Agreement and Related Work Assignments as of
the 1st day of October, 2009.
SECURITY BENEFIT LIFE INSURANCE se(2), inc.
COMPANY
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
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Title: VP Title: VP
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THE XXXXXXX SACHS GROUP, INC. COMMONWEALTH ANNUITY AND
LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx xxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxxx xxx Xxxxxx Name: Xxxxxxx Xxxxxxx
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Title: Title: President
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