AS GE MAY REASONABLY REQUIRE FOR
THE PURPOSES OF PREPARING ANY RETURNS, AUDITS OR FILINGS FOR ITSELF AND/OR ANY
OF ITS SUBSIDIARIES FROM TIME TO TIME.
THE RECIPIENT OF ANY SUCH ASSISTANCE
SHALL MAKE SUCH PAYMENT FOR THAT ASSISTANCE AS THE UK TSA MAY SPECIFY (IF ANY).
2.6
IN THE EVENT OF A DISPUTE ARISING IN RELATION TO CLAUSE 2.2, AN
APPLICATION SHALL BE MADE TO THE PRESIDENT OF THE INSTITUTE OF CHARTERED
ACCOUNTANTS IN ENGLAND AND WALES FOR THE TIME BEING FOR HIM OR HER TO APPOINT A
SUITABLY QUALIFIED AND INDEPENDENT FIRM OF ACCOUNTANTS TO RESOLVE SUCH DISPUTE
(THE "APPOINTED FIRM").
THE PURPOSE OF THE REFERENCE OF THE DISPUTE TO THE
APPOINTED FIRM SHALL BE TO DETERMINE WHETHER OR NOT FIGSL HAS GIVEN REASONABLE
CONSIDERATION TO ANY REASONABLE COMMENTS OF GE OR WHETHER GE UNREASONABLY
WITHHELD ANY CONSENT PROVIDED IN ACCORDANCE WITH CLAUSE 2.2 PURPOSES, THE
APPOINTED FIRM SHALL BE DEEMED TO ACT AS AN EXPERT AND NOT AS AN ARBITRATOR, AND
ACCORDINGLY THE PROVISIONS OF THE ARBITRATION ACT 1979 SHALL NOT APPLY.
THE
DECISION OF THE APPOINTED FIRM AS TO THE MATTER REFERRED TO IT SHALL, EXCEPT IN
THE CASE OF MANIFEST ERROR, BE CONCLUSIVE AND BINDING ON THE PARTIES.
THE
APPOINTED FIRM'S COSTS SHALL BE BORNE BY THE PARTIES ON A JUST AND REASONABLE
BASIS AS DECIDED BY THE APPOINTED FIRM BEARING IN MIND ITS CONCLUSIONS.
3.
SURRENDER OF GROUP RELIEF
3.1
GENWORTH SHALL PROCURE THAT EACH UK SUBSIDIARY SHALL, AND GE SHALL
PROCURE THAT EACH REMAINING SUPERGROUP MEMBER SHALL, MAKE OR CLAIM, AS
APPROPRIATE, ALL SUCH SURRENDERS OF GROUP RELIEF AS ARE SPECIFIED IN SCHEDULE 2
HERETO AS CAN BE VALIDLY MADE OR CLAIMED (TO THE EXTENT THAT SUCH CLAIMS OR
SURRENDERS HAVE NOT ALREADY BEEN VALIDLY MADE AND ACCEPTED BY THE INLAND
REVENUE.)
8
EACH SUCH GROUP RELIEF SURRENDER SHALL BE MADE FOR FULL VALUE AND IN
CONSIDERATION FOR (A) EACH OTHER GROUP RELIEF SURRENDER TO BE MADE PURSUANT TO
THIS CLAUSE 3.1; (B) OF SUCH PAYMENT, IF ANY, AS IS MADE PURSUANT TO CLAUSE 3.9,
AND (C) OF THE INITIAL PAYMENT, IN EACH CASE AS APPROPRIATE, EXCEPT THAT WHERE
GENWORTH AND GE AGREE, GE MAY WAIVE PAYMENT BY ANY UK SUBSIDIARY IN RESPECT OF
ANY GROUP RELIEF SURRENDER. THE "INITIAL PAYMENT" IS A PAYMENT TO BE MADE ON
COMPLETION, AND TO BE FUNDED BY A GE SUBSIDIARY, AS FOLLOWS:
(I)
FROM GEFA TO GECC, IN THE EVENT THAT THE FULL TAX VALUE OF THE
AGGREGATE LOSSES SURRENDERED BY THE REMAINING SUPERGROUP MEMBERS TO THE UK
SUBSIDIARIES EXCEEDS THE FULL TAX VALUE OF THE AGGREGATE LOSSES SURRENDERED BY
THE UK SUBSIDIARIES TO THE REMAINING SUPERGROUP MEMBERS, AND OF AN AMOUNT EQUAL
TO THE DIFFERENCE IN VALUE BETWEEN THE TWO;
OR
(II)
FROM GECC TO GEFA, IN THE EVENT THAT THE FULL TAX VALUE OF THE
AGGREGATE LOSSES SURRENDERED BY THE UK SUBSIDIARIES TO THE REMAINING SUPERGROUP
MEMBERS EXCEEDS THE FULL TAX VALUE OF THE AGGREGATE LOSSES SURRENDERED BY THE
REMAINING SUPERGROUP MEMBERS TO