SUCH OTHER PARTY FOR REGULATORY, TAX OR SIMILAR
PURPOSES. NOTHING IN THIS AGREEMENT SHALL RESTRICT THE COMPANY FROM BEING
ENTITLED TO APPLY TO THE COURT FOR ITS DISSOLUTION AT ANY TIME DURING SUCH 7
YEAR PERIOD BUT IT SHALL FIRST MAKE ARRANGEMENTS FOR ALL DATA IN ITS POSSESSION
WHICH MAY BE REQUESTED BY THE REINSURER TO BE HANDED OVER TO A SUCCESSOR COMPANY
WHICH SHALL HAVE UNDERTAKEN, MUTATIS MUTANDIS, TO THE REINSURER IN THE TERMS OF
THIS SECTION 5.6.
5.7
DELAYED PAYMENTS.
IN THE EVENT THAT ALL OR
ANY PORTION OF ANY PAYMENT DUE TO EITHER PARTY PURSUANT TO THIS AGREEMENT
BECOMES OVERDUE THE PORTION OF THE AMOUNT OVERDUE SHALL BEAR INTEREST AT AN
ANNUAL RATE EQUAL TO 3 MONTH LIBOR ON THE DATE THAT THE PAYMENT BECOMES OVERDUE
PLUS 200 BASIS POINTS PER ANNUM, FOR THE PERIOD THAT THE AMOUNT IS OVERDUE.
5.8
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF
THE COMPANY. THE CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY AS TO
ANY MATTER ARISING IN RESPECT OF THE AMOUNT OF ANY PAYMENT FALLING TO BE MADE
UNDER THIS AGREEMENT SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE FINAL AND
BINDING ON THE PARTIES.
5.10
Breach of Required Minimum Margin of Solvency. No
payment required to be made by the Company to the Reinsurer at a relevant time
under the terms of this Agreement shall be required to be made at that time if
that payment would cause the Company to breach the "Required Minimum Margin"
required to be maintained by the Company in accordance with the FSA's Interim
Prudential Sourcebook for Insurers (as amended or replaced from 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
12
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