TO ANY SERVICE WITH
RESPECT TO SUCH REINSURED BUSINESS OR SUCH RECAPTURED BUSINESS OR MAKE ANY OTHER
PAYMENTS UNDER THIS AGREEMENT WITH RESPECT TO SUCH REINSURED BUSINESS OR
RECAPTURED BUSINESS (OTHER THAN FOR SERVICES PERFORMED PRIOR TO SUCH
TERMINATION).
SECTION 6.04.
SURVIVAL.
ARTICLE III (COSTS AND DISBURSEMENTS) (BUT ONLY IN
CONNECTION WITH SERVICE CHARGES INCURRED AND ACCRUED AS OF THE DATE OF
TERMINATION OF THIS AGREEMENT AND THE TERMS OF SECTION 3.01(B) AS APPLIED TO
SUCH SERVICE CHARGES), SECTION 4.03 (LIMITATION OF LIABILITY), ARTICLE V
(DISPUTE RESOLUTION), SECTION 6.03 (EFFECT OF TERMINATION), SECTION 6.04
(SURVIVAL), AND ARTICLE VII (GENERAL PROVISIONS) SHALL SURVIVE THE EXPIRATION OR
OTHER TERMINATION OF THIS AGREEMENT AND REMAIN IN FULL FORCE AND EFFECT.
SECTION 6.05.
FORCE MAJEURE.
GNA (AND ANY PERSON ACTING ON ITS BEHALF
INCLUDING ITS SUBSIDIARIES AND AFFILIATES) SHALL NOT HAVE ANY LIABILITY OR
RESPONSIBILITY FOR FAILURE TO FULFILL ANY OBLIGATION UNDER THIS AGREEMENT SO
LONG AS AND TO THE EXTENT TO WHICH THE FULFILLMENT OF SUCH OBLIGATION IS
PREVENTED, FRUSTRATED, HINDERED OR DELAYED AS A CONSEQUENCE OF CIRCUMSTANCES OF
FORCE MAJEURE.
AS SOON AS REASONABLY PRACTICABLE AFTER THE OCCURRENCE OF ANY
SUCH EVENT GNA SHALL:
(A) NOTIFY THE COMPANY OF THE NATURE AND EXTENT OF ANY
SUCH FORCE MAJEURE CONDITION AND (B) USE COMMERCIALLY REASONABLE EFFORTS TO
REMOVE ANY SUCH CAUSES AND RESUME PERFORMANCE UNDER THIS AGREEMENT AS SOON AS
FEASIBLE.
8
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.01.
SUBCONTRACTORS.
GNA AND ITS SUBSIDIARIES AND AFFILIATES MAY
HIRE OR ENGAGE ONE OR MORE SUBCONTRACTORS TO PERFORM ANY OR ALL OF ITS
OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED THAT IF SUCH SUBCONTRACTORS ARE USED
SOLELY IN CONNECTION WITH THE REINSURED BUSINESS OR THE RECAPTURED BUSINESS,
THEN THE PRIOR WRITTEN CONSENT OF THE COMPANY TO THE USE OF ANY SUCH
SUBCONTRACTORS SHALL BE REQUIRED, WHICH CONSENT WILL NOT BE UNREASONABLY
WITHHELD; PROVIDED FURTHER THAT GNA SHALL IN ALL CASES REMAIN LIABLE FOR ALL ITS
OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO
THE SCOPE OF THE SERVICES, THE STANDARD FOR SERVICES AND THE CONTENT OF THE
SERVICES PERFORMED IN RESPECT OF THE REINSURED BUSINESSES AND THE RECAPTURED
BUSINESS.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE RESPONSIBLE FOR MAKING
ANY PAYMENTS DIRECTLY TO ANY SUBCONTRACTOR ENGAGED BY GNA OR ITS SUBSIDIARIES OR
AFFILIATES.
SECTION 7.02.
ADDITIONAL SERVICES; BOOKS AND RECORDS.
(A)
IF, DURING THE TERM OF THIS AGREEMENT, EITHER PARTY IDENTIFIES ANY
ADDITIONAL OR OTHER SERVICE THAT GNA OR ITS SUBSIDIARIES OR AFFILIATES ARE
PERFORMING OR THAT IS NECESSARY FOR GNA TO START PERFORMING IN RESPECT OF THE
REINSURED BUSINESSES AND THE RECAPTURED BUSINESS, THE PARTIES HERETO AGREE TO
NEGOTIATE IN GOOD FAITH WITH RESPECT TO THE SERVICE CHARGE FOR SUCH SERVICE
(PROVIDED THAT SUCH SERVICES ARE OF A TYPE GENERALLY PERFORMED IN RESPECT OF
BUSINESS LIKE THE REINSURED BUSINESSES AND THE RECAPTURED BUSINESS) AND THE
APPLICABLE SERVICE FEES, PAYMENT PROCEDURES, AND OTHER RIGHTS AND OBLIGATIONS
WITH RESPECT THERETO.
TO THE EXTENT PRACTICABLE, SUCH ADDITIONAL OR OTHER
SERVICES SHALL BE PERFORMED ON TERMS SUBSTANTIALLY SIMILAR