time to time).
Any payment not made by the Company to the
Reinsurer for this reason shall be paid by the Company to the Reinsurer as soon
as the making of the payment would not cause that "Required Minimum Margin" to
be breached.
ARTICLE VI
DURATION AND TERMINATION
6.1
DURATION.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, THIS AGREEMENT SHALL BE UNLIMITED IN DURATION.
6.2
REINSURER'S LIABILITY.
THE REINSURER'S
LIABILITY WITH RESPECT TO THE RELEVANT LIABILITIES WILL TERMINATE ON THE DATE
THAT TERMINATION TAKES EFFECT AS A RESULT OF ANY NOTICE GIVEN AT THE OPTION OF
THE REINSURER OR THE COMPANY IN ACCORDANCE WITH SECTION 6.3 OR SECTION 6.4 AND
OTHERWISE ON THE DATE THIS AGREEMENT IS TERMINATED UPON THE WRITTEN AGREEMENT OF
THE PARTIES.
6.3
TERMINATION ON INSOLVENCY.
IN THE EVENT OF
THE INSOLVENCY OF THE REINSURER, THE COMPANY SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT AND THE REINSURANCE HEREUNDER, SUCH TERMINATION TO BE EFFECTIVE
AS SOON AS NOTICE OF THE TERMINATION IS GIVEN BY THE COMPANY TO THE REINSURER.
WITH EFFECT FROM THE DATE THAT THE NOTICE OF TERMINATION IS GIVEN UNDER THIS
SECTION 6.3, ANY AMOUNTS WHICH ARE OR BECOME OWING BY THE COMPANY TO THE
REINSURER UNDER THIS AGREEMENT, WHETHER PRIOR TO, ON OR AFTER THE DATE OF THAT
NOTICE OF TERMINATION, SHALL CEASE TO BE PAYABLE BY THE COMPANY TO THE
REINSURER.
6.4
OPTIONAL TERMINATION.
EITHER THE REINSURER
OR THE COMPANY MAY TERMINATE THIS AGREEMENT AND THE REINSURANCE HEREUNDER UPON
PRIOR WRITTEN NOTICE GIVEN AT ANY TIME TO EXPIRE ON THE LAST DAY OF THE
ACCOUNTING PERIOD IN WHICH SUCH NOTICE IS GIVEN, AT ANY TIME AFTER THE REINSURER
AND THE COMPANY HAVE BOTH BECOME WHOLLY OWNED SUBSIDIARIES OF GENWORTH
FINANCIAL, INC.
For the purposes of this Section, a company shall be a wholly owned subsidiary
of Genworth Financial, Inc. if all of its ordinary shares are owned:-
(i)
by Genworth Financial, Inc., or
(ii)
by any other company the ordinary shares of
which are owned directly by Genworth Financial, Inc. or by another wholly owned
subsidiary of Genworth Financial, Inc.
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6.5
CONSEQUENCE OF TERMINATION
(A)
IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED PURSUANT TO SECTION 6.4, THIS AGREEMENT SHALL TERMINATE AS OF THE END
OF THE APPLICABLE ACCOUNTING PERIOD IN WHICH THE NOTICE OF TERMINATION PURSUANT
TO SECTION 6.4 IS RECEIVED BY THE NON-TERMINATING PARTY AND A NET ACCOUNTING AND
SETTLEMENT AS TO ANY BALANCE DUE UNDER THIS AGREEMENT SHALL BE UNDERTAKEN BY THE
PARTIES FOR SUCH ACCOUNTING PERIOD AND IN RESPECT OF ADJUSTMENTS REQUIRED FOR
ANY EARLIER ACCOUNTING PERIOD (THE "FINAL SETTLEMENT").
(B)
IN THE EVENT THAT, SUBSEQUENT TO THE FINAL
SETTLEMENT, THE COMPANY RECEIVES ANY AMOUNT, OR IS REQUIRED TO PAY ANY AMOUNT,
OR ACTUAL DATA BECOMES AVAILABLE TO THE COMPANY, WHICH IN ANY SUCH CASE WAS NOT
TAKEN INTO ACCOUNT IN CALCULATING ANY POSITIVE OR NEGATIVE SETTLEMENT AMOUNT BUT
WHICH WOULD HAVE BEEN SO TAKEN INTO ACCOUNT HAD IT BEEN RECEIVED OR PAID OR
BECOME AVAILABLE PRIOR TO THE