HERETO (THE "SERVICE(S)").
(B)
THE SERVICES SHALL INCLUDE, AND THE SERVICE CHARGES REFLECT
CHARGES FOR, SUCH MAINTENANCE, SUPPORT, ERROR CORRECTION, TRAINING, UPDATES AND
ENHANCEMENTS NORMALLY AND CUSTOMARILY PERFORMED BY GNA OR ITS APPLICABLE
SUBSIDIARIES AND AFFILIATES IN CONNECTION WITH PROVIDING SUCH SERVICES.
(C)
THE SERVICES SHALL NOT INCLUDE ANY SERVICES GNA AND ITS
SUBSIDIARIES AND AFFILIATES PERFORMS OR CAUSES TO BE PERFORMED PURSUANT TO (I)
THAT CERTAIN TRANSITION SERVICES AGREEMENT, DATED AS OF
, 2004, BY AND
AMONG GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC.,
GEFAHI, GE ASSET MANAGEMENT INCORPORATED, GENWORTH FINANCIAL, INC., AND GNA,
(II) THE REINSURANCE AGREEMENTS OR (III) THAT CERTAIN ADMINISTRATIVE SERVICES
AGREEMENT BY AND BETWEEN THE COMPANY AND FIRST COLONY LIFE INSURANCE COMPANY
RELATING TO THE RECAPTURED BUSINESS.
ARTICLE III
COSTS AND DISBURSEMENTS
SECTION 3.01.
COSTS AND DISBURSEMENTS.
(A)
AS REIMBURSEMENT FOR EXPENSES INCURRED BY GNA AND ITS SUBSIDIARIES
AND AFFILIATES IN PERFORMING THE SERVICES WITH RESPECT TO THE REINSURED
BUSINESSES AND THE RECAPTURED BUSINESS, THE COMPANY SHALL PAY TO GNA WITH
RESPECT TO EACH CALENDAR MONTH ENDING AFTER THE INCEPTION DATE OF EACH
REINSURANCE AGREEMENT LISTED ON SCHEDULE B HERETO, A SERVICE CHARGE (THE
"SERVICE CHARGES") IN AN AMOUNT CALCULATED IN ACCORDANCE WITH SCHEDULE C HERETO,
AS SUBSEQUENTLY ADJUSTED, IN PART, IN ACCORDANCE WITH THE METHODOLOGY AND
PROCEDURES SET FORTH IN SCHEDULE C.
(B)
GNA SHALL DELIVER AN INVOICE TO THE COMPANY ON A MONTHLY BASIS IN
ARREARS FOR THE SERVICE CHARGES DUE TO GNA UNDER THIS AGREEMENT.
THE COMPANY
SHALL PAY THE
3
amount of such invoice to GNA in U.S. dollars within seventy-five (75) days of
the date of such invoice.
In the event that all or any portion of any payment
due GNA pursuant to this Agreement becomes overdue, the portion of the amount
overdue shall bear interest at an annual rate equal to the then current thirty
(30) day U.S. Treasury Bill discount rate on the date that the payment becomes
overdue plus 200 basis points, for the period that the amount is overdue.
As
soon as practicable after receipt by GNA of any reasonable written request by
the Company, GNA shall provide the Company with reasonably detailed data and
documentation sufficient to support the calculation of any amount due to GNA
under this Agreement for the purpose of verifying the accuracy of such
calculation.
If, after reviewing such data and documentation, the Company
disputes GNA's calculation of any amount due to GNA, then the dispute shall be
resolved pursuant to Article V.
ARTICLE IV
STANDARD FOR SERVICE; COMPLIANCE WITH APPLICABLE LAW; LIMITED LIABILITY
SECTION 4.01.
STANDARD FOR SERVICE.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT (INCLUDING IN SCHEDULE A HERETO), GNA SHALL PERFORM, OR CAUSE ITS
SUBSIDIARIES AND AFFILIATES TO PERFORM, THE SERVICES (A) IN THE SAME MANNER AS
THEY CONDUCT THEIR OWN BUSINESSES NOT SUBJECT TO THIS AGREEMENT AND (B) IN
ACCORDANCE WITH THE ADMINISTRATIVE PERFORMANCE STANDARDS OF GNA AND ITS
APPLICABLE SUBSIDIARIES AND AFFILIATES IN EFFECT ON THE DATE HEREOF, WITH SUCH
REVISIONS TO SUCH