GE LIFE AND ANNUITY ASSURANCE COMPANY SECURED MEDIUM-TERM NOTES PROGRAM GENWORTH DIRECTNOTESSM PROGRAM DISTRIBUTION AGREEMENTDistribution Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
PRICING INSTRUMENTTerms Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
[Section 2.02 Sale of Notes Through Agents. Subject in all respects to the terms and conditions of the Distribution Agreement, the Trust and each Agent hereby agree that the Trust will sell the Notes through each Agent as agent on behalf of the Trust.]**
GE Life and Annuity Assurance Company Richmond Virginia 23230 Facsimile: (804)281-6398 Funding AgreementFunding Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities
GE Life and Annuity Assurance Company ( “GELAAC”) (which term includes its successors and permitted assignees) and the Policyholder hereby agree to the terms of this funding agreement (this “Policy”). This Policy, including the attached Accumulation Fund Schedule, and any amendments thereto, constitutes the entire contract between GELAAC and the Policyholder. This Policy is delivered in the Issue State and governed by the laws of that state.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [•], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and GSS Holdings II, Inc., as trust beneficial owner (the “Trust Beneficial Owner”).
CLOSING INSTRUMENTClosing Instrument • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities
This Closing Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [·], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and JPMorgan Chase Bank, N.A., as indenture trustee, registrar, transfer agent, paying agent and calculation agent (the “Indenture Trustee”).
CUSTODIAL AGREEMENT among SUNTRUST BANK, as Custodian, JPMORGAN CHASE BANK, N.A., as Indenture Trustee and THE BANK OF NEW YORK, as Trustee Dated as of [l], 2005Custodial Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
THIS CUSTODIAL AGREEMENT (this “Custodial Agreement”) is entered into as of [l], 2005, among SUNTRUST BANK, a Georgia banking corporation, organized under the laws of the State of Georgia, acting as Custodian (the “Custodian”), JPMORGAN CHASE BANK, N.A., a national banking association duly incorporated and existing under the laws of the United States of America, not in its individual capacity but solely as indenture trustee (including any successor or permissible assignee, in such capacity, the “Indenture Trustee”) for one or more series of the Notes (as defined below), each to be issued by a common law trust (each, a “Trust”) organized in connection with the Program (as defined in each Indenture (as defined below)), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as trustee (including any successor or permissible assignee, in such capacity, the “Trustee”) on behalf of each Trust organized in connection with the Program.
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • Virginia
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [·], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and SunTrust Bank, as custodian (the “Custodian”).
EXPENSE AND INDEMNITY AGREEMENTExpense and Indemnity Agreement • December 8th, 2005 • Ge Life & Annuity Assurance Co • Asset-backed securities • New York
This Expense and Indemnity Agreement (this “Agreement”) is entered into as of [•], by and between GE Life and Annuity Assurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GELAAC”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”), on behalf of itself and on behalf of each Trust organized in connection with the Program.
