Common use of Actuarial Review Clause in Contracts

Actuarial Review. The Reinsurer shall engage an independent third party actuarial firm to conduct a review (a) no less than once every thirty-six (36) months covering the Long Term Care business (as defined in Schedule 1.2 hereof) and (b) no less than every sixty (60) months covering the First Generation Universal Life and SunAmerica Life Reinsured Portfolios (each as defined in Schedule 1.2 hereof), in each case ceded by the Ceding Company hereunder, and the Reinsurer shall either pay directly, or, to the extent such review is required by a Governmental Authority, reimburse the Ceding Company for, all fees, costs and expenses of such firm. However, the Reinsurer shall obtain the prior written consent of the Ceding Company as respects the choice of such actuarial firm, as well as the lead actuarial partner working on such matter(s), prior to formalizing such engagement, such consent not to be unreasonably withheld. Any changes to the firm and/or lead actuarial partner shall also require the prior written consent of the Ceding Company, such consent not to be unreasonably withheld. Prior to the commencement of any such annual review, the Reinsurer and the Ceding Company shall agree on the scope of work to be performed by such third party actuarial firm; provided, that the scope of work to be performed by such third party actuarial firm must include all work reasonably necessary to satisfy the requirements of the review required pursuant to clauses (a) and (b) of this Section 2.8 and all reporting requirements of the Reinsurer’s domestic regulators with respect to reserves ceded from the Ceding Company to the Reinsurer under this Agreement. Any additional work requested of such actuarial firm by the Ceding Company shall be the subject of a separate scope of work between the Ceding Company and such firm, the costs of which shall not be borne by the Reinsurer and shall be borne by the Ceding Company at its own expense. In addition, nothing herein shall preclude the Ceding Company from seeking from such third party actuarial firm a right to consult with such firm from time to time in the course of such review and/or a right to receive, concurrent with the Reinsurer’s receipt, copies of all draft reports and material correspondence from such third party actuarial firm, and the Reinsurer shall consent to such consultation or access requested by the Ceding Company. The Reinsurer shall, and shall cause its Reinsurer Appointed Administrator(s) to, fully cooperate with any third party actuarial firm conducting any such reviews.