ON THE PART OF ANY PARTY TO COMPLAIN OF ANY ACT OR FAILURE TO ACT OF ANY OTHER
PARTY OR TO DECLARE ANY OTHER PARTY IN DEFAULT, IRRESPECTIVE OF HOW LONG SUCH
FAILURE CONTINUES, SHALL NOT CONSTITUTE A WAIVER BY SUCH FIRST PARTY OF ANY OF
ITS RIGHTS HEREUNDER.
THE RIGHTS AND REMEDIES PROVIDED ARE CUMULATIVE AND ARE
NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT ANY PARTY MAY OTHERWISE HAVE AT LAW
OR EQUITY.
SECTION 5.10
NEGOTIATED AGREEMENT.
THIS AGREEMENT HAS BEEN NEGOTIATED BY THE
PARTIES AND THE FACT THAT THE INITIAL AND FINAL DRAFT WILL HAVE BEEN PREPARED BY
EITHER PARTY OR AN INTERMEDIARY WILL NOT GIVE RISE TO ANY PRESUMPTION FOR OR
AGAINST ANY PARTY TO THIS AGREEMENT OR BE USED IN ANY RESPECT OR FORUM IN THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT OR ANY OF ITS PROVISIONS.
SECTION 5.11
TAX EXCEPTION TO ANY CONFIDENTIALITY.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY SET FORTH HEREIN OR IN ANY OTHER AGREEMENT TO WHICH THE PARTIES
HERETO ARE PARTIES OR BY WHICH THEY ARE BOUND, ANY OBLIGATIONS OF
CONFIDENTIALITY CONTAINED HEREIN AND THEREIN, AS THEY RELATE TO THE
TRANSACTIONS, SHALL NOT APPLY TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX
TREATMENT OF THE TRANSACTIONS, AND EACH PARTY HERETO (AND ANY EMPLOYEE,
REPRESENTATIVE, OR AGENT OF ANY PARTY HERETO) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE FEDERAL TAX STRUCTURE AND FEDERAL
TAX TREATMENT OF THE TRANSACTIONS.
THE PRECEDING SENTENCE IS INTENDED TO CAUSE
THE TRANSACTIONS TO BE TREATED AS NOT HAVING BEEN OFFERED UNDER CONDITIONS OF
CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR
PROVISION) OF THE TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A MANNER
CONSISTENT WITH SUCH PURPOSE.
IN ADDITION, EACH PARTY HERETO ACKNOWLEDGES THAT
IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO THE FEDERAL TAX STRUCTURE OF THE
TRANSACTIONS OR ANY FEDERAL TAX MATTER OR FEDERAL TAX IDEA RELATED TO THE
TRANSACTIONS.
6
SECTION 5.12
INTERPRETATION.
WHEREVER THE WORDS "INCLUDE," "INCLUDES" OR
"INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION."
SECTION 5.13
INCONTESTABILITY.
IN CONSIDERATION OF THE MUTUAL COVENANTS AND
AGREEMENTS CONTAINED HEREIN, EACH PARTY HERETO DOES HEREBY AGREE THAT THIS
AGREEMENT, AND EACH AND EVERY PROVISION HEREOF, IS AND SHALL BE ENFORCEABLE BY
AND BETWEEN THEM ACCORDING TO ITS TERMS, AND EACH PARTY DOES HEREBY AGREE THAT
IT SHALL NOT, DIRECTLY OR INDIRECTLY, CONTEST THE VALIDITY OR ENFORCEABILITY
HEREOF.
7
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By
Name: Victor C. Moses
Title: Senior Vice President and Chief Actuary
JAMESTOWN LIFE INSURANCE COMPANY
By
Name: Ward Bobitz
Title: Vice President
8
SCHEDULE A
Assets
9
Transfer Document
From
To
Nature of
Transfer
Cash Map
Cross-
Reference
Schedule
Bill of Sale
GECA
JTL
Recapture
(71)
Schedule A
Parent