MORE
FULLY DESCRIBED IN SECTION 9.2 HEREOF) ONLY WITH RESPECT TO THE CARVE-OUT
RESOURCES RELATING TO SUCH SERVICES WHICH ARE BEING OR HAVE BEEN DIVESTED TO THE
ACQUIRING ENTITY AT A PURCHASE PRICE EQUAL TO THE LESSER OF BOOK VALUE OR THE
VALUE OF THE DIVESTED OPERATIONS RELATING TO CUSTOMER IMPLIED BY THE
CONSIDERATION TO BE PAID BY THE ACQUIROR AND/OR (II) TERMINATE THE PSAS AFFECTED
BY THE PROVIDER DIVESTITURE AND REQUIRE PROVIDER AND/OR THE ACQUIROR TO PROVIDE
SERVICES TRANSFER ASSISTANCE FOR A PERIOD NOT EXCEEDING FOURTEEN (14) MONTHS
FROM THE DATE OF RECEIPT OF NOTICE BY PROVIDER FROM CUSTOMER.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, PROVIDER SHALL BE RESPONSIBLE FOR ALL
TRANSITION COSTS INCURRED BY CUSTOMER RELATING TO ITS EXERCISE OF THE CARVE-OUT
OPTION OR ITS TERMINATION OF THE PSAS AND TRANSITION OF THE SERVICES IN-HOUSE OR
TO A NEW PROVIDER.
ANY TRANSFER OF THE PSAS PURSUANT TO THIS PARAGRAPH SHALL BE
SUBJECT TO THE RECEIPT BY CUSTOMER OF ALL NECESSARY REGULATORY APPROVALS.
FOR
THE AVOIDANCE OF DOUBT, ANY TRANSFER BY PROVIDER OF THE GENWORTH STAND-ALONE
OPERATIONS SHALL BE SUBJECT TO THE LIMITATIONS DESCRIBED UNDER SECTION 10.0
HEREOF.
1.7
NEW SERVICES.
FROM TIME TO TIME, CUSTOMER
MAY REQUEST THAT PROVIDER FURNISH ADDITIONAL SERVICES TO CUSTOMER THAT ARE NOT
WITHIN THE SCOPE OF THE SERVICES ("NEW SERVICES").
PROVIDER WILL DISCUSS WITH
CUSTOMER SUCH REQUEST AND THE RAMIFICATIONS OF SUCH ADDITIONAL SERVICES ON THE
EXISTING SERVICES, BUT WILL NOT BE OBLIGATED TO PROVIDE SUCH ADDITIONAL
SERVICES.
SUCH REQUESTS SHALL BE ADDRESSED THROUGH THE CHANGE CONTROL PROCEDURE
DESCRIBED IN SECTION 19.0 HEREOF.
CUSTOMER SHALL BEAR ALL COSTS AGREED IN
ADVANCE BETWEEN THE PARTIES AND INCURRED BY PROVIDER ON ACCOUNT OF TRANSITION OR
MIGRATION OF NEW SERVICES FROM CUSTOMER TO PROVIDER.
1.8
SERVICES NOT TO BE WITHHELD; PROVIDER
RELIEF.
EXCEPT AS PROVIDED IN SECTION 8.2 AND 21.1 HEREOF (IT BEING UNDERSTOOD
THAT FORCE MAJEURE WILL NOT RELIEVE PROVIDER OF ITS RESPONSIBILITY TO PROVIDE
THE SERVICES SET FORTH IN THE BCP/DRP PLANS), PROVIDER SHALL NOT VOLUNTARILY
REFUSE TO PROVIDE ALL OR ANY PORTION OF THE SERVICES IN VIOLATION OR BREACH OF
THE TERMS OF THE AGREEMENT OR ANY RELATED PSA.
PROVIDER SHALL BE RELIEVED FROM
ITS OBLIGATION TO PERFORM ANY SERVICES AND ITS OBLIGATIONS TO PAY ANY SERVICE
CREDIT UNDER A PSA TO THE EXTENT IT IS UNABLE TO PERFORM ANY SERVICES OR TO
PERFORM IN ACCORDANCE WITH ANY APPLICABLE PERFORMANCE STANDARD AS A RESULT OF
CUSTOMER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER SUCH PSA.
NOTWITHSTANDING
THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 21.12, IF PROVIDER
BREACHES THIS COVENANT, CUSTOMER SHALL BE ENTITLED TO APPLY TO A COURT OF
COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE BY PROVIDER OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE RELATED PSAS WITHOUT THE NECESSITY OF POSTING ANY
BOND.
2.0
CHARGES.
2.1
GENERALLY.
NOTWITHSTANDING ANY PROVISION
RELATED TO FEES AND CHARGES IN A PSA TO THE CONTRARY, AS CONSIDERATION FOR THE
PROVISION OF THE SERVICES, CUSTOMER WILL PAY TO PROVIDER THE CHARGES CALCULATED
AS SET FORTH IN THIS