Common use of Books and Records and Access to Books and Records Clause in Contracts

Books and Records and Access to Books and Records. During the term of this Agreement, the Administrator shall maintain accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with respect of the Reinsured Contracts and any documents relating thereto, any communications with any Governmental Authority, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Administrator’s internal record retention procedures and policies and (iii) in a format reasonably accessible by the Company and its representatives. All original books and records with respect to the Administered Business shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty (60) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do so, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during the term of this Agreement, upon any reasonable request from the Company or its representatives, the Administrator shall (i) provide to the Company and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement, provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator and (ii) permit the Company and its representatives to make copies of such records, in each case at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Company. Nothing herein shall require the Administrator to (i) disclose any information to the Company or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its reasonable best efforts to enable such information to be furnished or made available to the Company or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract), or (ii) disclose its tax records or any personnel or related records to the Company or its representatives. During the term of this Agreement, upon any reasonable request from the Administrator or its representatives, the Company shall (i) provide to the Administrator and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing by a Party hereto or its Affiliates) under the control of the Company pertaining to the Administered Business, the Legally Required Company Actions and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the Company, and (ii) permit the Administrator and its representatives to make copies of such records, in each case at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement. Nothing herein shall require the Company to (i) disclose any information to the Administrator or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract (including any confidentiality agreement to which the Company or any of its Affiliates is a party) (it being understood that the Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Administrator or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract) or (ii) disclose its tax records (other than premium tax filings relating to the Administered Business) or any personnel or related records to the Administrator or its representatives. The Administrator shall maintain facilities and procedures that are in accordance with Applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator or its Affiliates that pertain to the Administered Business. The Administrator shall (i) back up all of its computer files relating to the Administered Business or otherwise used in the performance of the Services under this Agreement on a frequency consistent with the processes and procedures applied by the Administrator to other comparable insurance businesses administered by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Company in providing access to the books and records referenced in Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a).

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Date, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement, the Administrator shall maintain accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with respect of the Reinsured Contracts and any documents relating thereto, any communications with any Governmental Authority, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Administrator’s internal record retention procedures and policies policies, and (iii) in a format reasonably accessible by the Company and its representatives. All original books and records with respect to the Administered Business shall be or remain the property of the Company and may shall not be destroyed only after without the Administrator has given the Company at least sixty (60) days prior written notice consent of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do soCompany; provided, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, that the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b. (b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during During the term of this Agreement, upon any reasonable request from the Company or its representatives, the Administrator shall (i) provide to the Company and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Date by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement, Business; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator and Administrator, (ii) permit the Company and its representatives to make copies of such recordsrecords and (iii) permit the Company and its representatives to review, audit, or copy any Tax Returns for which the Administrator is responsible that relate to the Services and review the Administrator’s processes and operations with respect to its obligations in respect of Taxes that relate to Services performed for the Administered Business, in each case at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Company. Nothing herein shall require the Administrator to (i) disclose any information to the Company or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its reasonable best efforts to enable such information to be furnished or made available to the Company or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract), ) or (ii) require the Administrator to disclose its tax records or any personnel or related records to the Company or its representatives. records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its representatives, the Company shall (i) provide to the Administrator and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Date by a Party hereto or its Affiliates) under the control of the Company pertaining to the Administered Business, the Legally Required Company Actions and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the Company, and (ii) permit the Administrator and its representatives to make copies of such records, in each case at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance AgreementAdministrator. Nothing herein shall require the Company to (i) disclose any information to the Administrator or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract (including any confidentiality agreement to which the Company or any of its Affiliates is a party) (it being understood that the Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Administrator or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract) or (ii) require the Company to disclose its tax records (other than premium tax filings relating to the Administered Businessfilings) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator shall maintain facilities and procedures that are in accordance with Applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator or its Affiliates that pertain to the Administered Business. The Administrator shall (i) back up all of its computer files relating to the Administered Business or otherwise used in the performance of the Services under this Agreement on a frequency consistent with the processes daily basis and procedures applied by the Administrator to other comparable insurance businesses administered by the Administrator for its own account; and (ii) shall maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. location. (e) The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Company in providing access to the books and records referenced in this Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a).

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Time and subject to the Transitional Services Agreement, the Administrator shall maintain assume responsibility for maintaining accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with in respect of the Reinsured Contracts Policies and any documents relating thereto, any communications with any Governmental AuthorityEntity, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable applicable Laws, (ii) in accordance with the Administrator’s internal record retention procedures and policies and (iii) in a format reasonably accessible by the Ceding Company and its representativesRepresentatives. All original books and records with respect to the Administered Business (other than Transferred Books and Records as defined in the Master Transaction Agreement) shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty (60) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do soCeding Company; provided, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, that the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during the term of this Agreement, upon any reasonable request from the Company or its representatives, the Administrator shall (i) provide to the Company and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance shall be permitted to be provided under the Reinsurance Agreementmake, provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator retain and (ii) permit the Company and its representatives to make use copies of such books and records, in each case at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Company. Nothing herein shall require the Administrator to . (ib) disclose any information to the Company or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its reasonable best efforts to enable such information to be furnished or made available to the Company or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract), or (ii) disclose its tax records or any personnel or related records to the Company or its representatives. During the term of this Agreement, upon any reasonable request from the Administrator Ceding Company or its representativesRepresentatives, the Company Administrator shall (i) provide to the Administrator Ceding Company and its representatives Representatives reasonable access during normal business hours to the books and records and other materials (including any such materials developed after the Closing Effective Time by a Party hereto the Administrator or its Affiliates) under in the possession or control of the Company Administrator pertaining to the Administered Business, the Legally Required Company Actions Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the CompanyAdministrator, and (ii) permit the Administrator Ceding Company and its representatives Representatives to make copies of 47182505.8 18 1006845735v24 any such records, in each case case, at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreementor its Representatives (other than for reasonable out-of-pocket expenses). Nothing herein in this Section 6.2(b) shall require the Company Administrator to (i) disclose any information books, records or other materials to the Administrator Ceding Company or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable applicable Law or contract any Contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use reasonable best efforts to enable such information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing such privilege or contravening such applicable Law or Contract, including by entering into a customary joint defense agreement or common interest agreement), or require the Administrator to disclose its tax records or any personnel or related records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its Representatives, the Ceding Company shall (i) provide to the Administrator and its Representatives reasonable access during normal business hours to the books and records and other materials (including any such materials developed after the Effective Time by the Ceding Company or its Affiliates) in the possession or control of the Ceding Company pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, and (ii) permit the Administrator and its Representatives to make copies of any such records, in each case at no cost to the Ceding Company or its Representatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 6.2(c) shall require the Ceding Company to disclose any books, records or other materials to the Administrator or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any Contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party) (it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Administrator or its representatives Representatives without so jeopardizing such privilege or contravening such Applicable applicable Law or contract) Contract), or (ii) require the Ceding Company to disclose its tax records (other than premium tax filings relating to the Administered Business) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator shall maintain facilities and procedures that are in accordance with Applicable applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator or its Affiliates that pertain pertaining to the Administered BusinessBusiness and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall (i) back up all of its computer files relating to the Administered Business or and otherwise used in the performance of the Services under this Agreement on a frequency consistent in accordance with the processes back up, business continuation and disaster recovery policies and procedures applied used by the Administrator to other comparable in connection with the administration of insurance businesses administered policies issued by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Company in providing access to the books and records referenced in Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a)own business.

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Time and subject to the Transitional Services Agreement, the Administrator shall maintain assume responsibility for maintaining accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with in respect of the Reinsured Contracts Policies and any documents relating thereto, any communications with any Governmental AuthorityEntity, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable applicable Laws, (ii) in accordance with the Administrator’s internal record retention procedures and policies and (iii) in a format reasonably accessible by the Ceding Company and its representativesRepresentatives. All original books and records with respect to the Administered Business (other than Transferred Books and Records as defined in the Master Transaction Agreement) shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty (60) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do soCeding Company; provided, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, that the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during the term of this Agreement, upon any reasonable request from the Company or its representatives, the Administrator shall (i) provide to the Company and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance shall be permitted to be provided under the Reinsurance Agreementmake, provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator retain and (ii) permit the Company and its representatives to make use copies of such books and records, in each case at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Company. Nothing herein shall require the Administrator to . (ib) disclose any information to the Company or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its reasonable best efforts to enable such information to be furnished or made available to the Company or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract), or (ii) disclose its tax records or any personnel or related records to the Company or its representatives. During the term of this Agreement, upon any reasonable request from the Administrator Ceding Company or its representativesRepresentatives, the Company Administrator shall (i) provide to the Administrator Ceding Company and its representatives Representatives reasonable access during normal business hours to the books and records and other materials (including any such materials developed after the Closing Effective Time by a Party hereto the Administrator or its Affiliates) under in the possession or control of the Company Administrator pertaining to the Administered Business, the Legally Required Company Actions Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the CompanyAdministrator, and (ii) permit the Administrator Ceding Company and its representatives Representatives to make copies of 1007063915v4 any such records, in each case case, at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreementor its Representatives (other than for reasonable out-of-pocket expenses). Nothing herein in this Section 6.2(b) shall require the Company Administrator to (i) disclose any information books, records or other materials to the Administrator Ceding Company or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable applicable Law or contract any Contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use reasonable best efforts to enable such information to be furnished or made available to the Ceding Company or its Representatives without so jeopardizing such privilege or contravening such applicable Law or Contract, including by entering into a customary joint defense agreement or common interest agreement), or require the Administrator to disclose its tax records or any personnel or related records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its Representatives, the Ceding Company shall (i) provide to the Administrator and its Representatives reasonable access during normal business hours to the books and records and other materials (including any such materials developed after the Effective Time by the Ceding Company or its Affiliates) in the possession or control of the Ceding Company pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, and (ii) permit the Administrator and its Representatives to make copies of any such records, in each case at no cost to the Ceding Company or its Representatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 6.2(c) shall require the Ceding Company to disclose any books, records or other materials to the Administrator or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any Contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party) (it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Administrator or its representatives Representatives without so jeopardizing such privilege or contravening such Applicable applicable Law or contract) Contract), or (ii) require the Ceding Company to disclose its tax records (other than premium tax filings relating to the Administered Business) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator shall maintain facilities and procedures that are in accordance with Applicable applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator or its Affiliates that pertain pertaining to the Administered BusinessBusiness and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall (i) back up all of its computer files relating to the Administered Business or and otherwise used in the performance of the Services under this Agreement on a frequency consistent in accordance with the processes back up, business continuation and disaster recovery policies and procedures applied used by the Administrator to other comparable in connection with the administration of insurance businesses administered policies issued by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Lawown business. 1007063915v4 (e) The Administrator shall reasonably cooperate with any Governmental Authority Entity having jurisdiction over the Ceding Company in providing access to the books and records referenced in this Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a)6.2.

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and except as provided under the Transition Services Agreement, the Administrator shall maintain assume responsibility for maintaining accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with in respect of the Reinsured Contracts Covered Insurance Policies and any documents relating thereto, any communications with any Governmental AuthorityBody, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Administrator’s internal 's record retention procedures and policies and (iii) in a format reasonably accessible by the Company ILA and its representatives. All original books and records with respect to the Administered Business shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty Representatives. (60b) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do so, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during During the term of this AgreementAgreexxxt, upon any reasonable request from the Company ILA or its representativesRepresentatives, the Administrator shall (i) provide to the Company xx ILA and its representatives Representatives reasonable access during normal business busixxxs hours to the books and records (including any such materials developed after the Closing Effective Time by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement, ; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator Administrator, and (ii) permit the Company ILA and its representatives Representatives to make copies of such records, in exxx case, at no cost to ILA (other than for reasonable out-of-pocket expenses). Nothing xxxein shall require the Administrator to disclose any information to ILA or its Representatives if such disclosure would jeopardize axx attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any Contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to ILA or its Representatives to occur without so jeopardizing privxxxge or contravening such Applicable Law, Court Order or Contract, or require the Administrator to disclose its tax records or tax returns of the Administrator or any of its Affiliates or any personnel or related records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its Representatives, ILA shall (i) provide to the Administrator and its Representativxx reasonable access during normal business hours to the books and records (including any such materials developed after the Effective Time by a Party hereto or its Affiliates) under the control of ILA or any of its Affiliates pertaining to the Administered Busixxxs and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement (including the books and records of HESCO); provided that such access shall not unreasonably interfere with the conduct of the business of ILA, and (ii) permit the Administrator and its Representatives tx xake copies of such records, in each case case, at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that (other than for reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Companyout-of-pocket expenses). Nothing herein shall require the Administrator ILA to (i) disclose any information to the Company Administrator or its representatives if such information does not pertain directly to the Administered Business or Reprxxxntatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract Contract (including any confidentiality agreement to which the Administrator ILA or any of its Affiliates is a party) (it being understood thxx ILA shall use commercially reasonable efforts to obtain waivers xx make other arrangements (including redacting information or entering into joint defense or common interest agreements) that would enable otherwise required disclosure to the Administrator shall use its reasonable best efforts to enable such information to be furnished or made available to the Company or its representatives Representatives to occur without so jeopardizing privilege or contravening such Applicable Law Law, Court Order or contract), or (ii) disclose its tax records or any personnel or related records to the Company or its representatives. During the term of this Agreement, upon any reasonable request from the Administrator or its representatives, the Company shall (i) provide to the Administrator and its representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing by a Party hereto or its Affiliates) under the control of the Company pertaining to the Administered Business, the Legally Required Company Actions and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement; provided that such access shall not unreasonably interfere with the conduct of the business of the Company, and (ii) permit the Administrator and its representatives to make copies of such records, in each case at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement. Nothing herein shall require the Company to (i) disclose any information to the Administrator or its representatives if such information does not pertain directly to the Administered Business or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract (including any confidentiality agreement to which the Company or any of its Affiliates is a party) (it being understood that the Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Administrator or its representatives without so jeopardizing privilege or contravening such Applicable Law or contractContract) or (ii) require ILA to disclose its tax records (other than premium tax filings relating to except as otherwise provided unxxx the Administered BusinessPurchase Agreement or Article XVII of this Agreement) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator Parties shall maintain facilities and procedures that are in accordance with Applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator applicable Party or its Affiliates that pertain to the Administered Business. The Administrator shall . (ie) back up all of its computer files relating to the Administered Business or otherwise used in the performance of the Services under this Agreement on a frequency consistent with the processes and procedures applied by the Administrator to other comparable insurance businesses administered by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. The Administrator shall cooperate with any Governmental Authority Body having jurisdiction over the Company ILA in providing access to the books and records referenced in txxx Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a)6.02.

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and except as provided under the Transition Services Agreement, the Administrator shall maintain assume responsibility for maintaining accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with in respect of the Reinsured Contracts Covered Insurance Policies and any documents relating thereto, any communications with any Governmental AuthorityBody, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Administrator’s internal record retention procedures and policies and (iii) in a format reasonably accessible by the Company IXX and its representatives. All original books and records with respect to the Administered Business shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty Representatives. (60b) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do so, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during During the term of this Agreement, upon any reasonable request from the Company IXX or its representativesRepresentatives, the Administrator shall (i) provide to the Company IXX and its representatives Representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Time by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement, ; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator Administrator, and (ii) permit the Company IXX and its representatives Representatives to make copies of such records, in each case case, at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that IXX (other than for reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Companyout-of-pocket expenses). Nothing herein shall require the Administrator to (i) disclose any information to the Company IXX or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract Contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its commercially reasonable best efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable such information otherwise required disclosure to be furnished or made available to the Company IXX or its representatives Representatives to occur without so jeopardizing privilege or contravening such Applicable Law Law, Court Order or contract)Contract, or (ii) require the Administrator to disclose its tax records or tax returns of the Administrator or any of its Affiliates or any personnel or related records to the Company or its representatives. records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its representativesRepresentatives, the Company IXX shall (i) provide to the Administrator and its representatives Representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Time by a Party hereto or its Affiliates) under the control of the Company IXX or any of its Affiliates pertaining to the Administered Business, the Legally Required Company Actions Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance AgreementAgreement (including the books and records of HESCO); provided that such access shall not unreasonably interfere with the conduct of the business of the CompanyIXX, and (ii) permit the Administrator and its representatives Representatives to make copies of such records, in each case case, at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement(other than for reasonable out-of-pocket expenses). Nothing herein shall require the Company IXX to (i) disclose any information to the Administrator or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract any Contract (including any confidentiality agreement to which the Company IXX or any of its Affiliates is a party) (it being understood that the Company IXX shall use its commercially reasonable best efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense or common interest agreements) that would enable such information to be furnished or made available otherwise required disclosure to the Administrator or its representatives Representatives to occur without so jeopardizing privilege or contravening such Applicable Law Law, Court Order or contractContract) or (ii) require IXX to disclose its tax records (other than premium tax filings relating to except as otherwise provided under the Administered BusinessPurchase Agreement or Article XVII of this Agreement) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator Parties shall maintain facilities and procedures that are in accordance with Applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator applicable Party or its Affiliates that pertain to the Administered Business. The Administrator shall . (ie) back up all of its computer files relating to the Administered Business or otherwise used in the performance of the Services under this Agreement on a frequency consistent with the processes and procedures applied by the Administrator to other comparable insurance businesses administered by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. The Administrator shall cooperate with any Governmental Authority Body having jurisdiction over the Company IXX in providing access to the books and records referenced in this Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a)6.02.

Books and Records and Access to Books and Records. During (a) As of and following the term of this Effective Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and except as provided under the Transition Services Agreement, the Administrator shall maintain assume responsibility for maintaining accurate and complete books and records of all transactions pertaining to the Administered Business and all data used by the Administrator in the performance of Services required under this Agreement, including claims filed with in respect of the Reinsured Contracts Covered Insurance Policies and any documents relating thereto, any communications with any Governmental AuthorityBody, complaint logs, billing and collection files, files containing actuarial data and all other data used by the Administrator in the performance of the Services. All such books and records shall be maintained by the Administrator (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Administrator’s internal 's record retention procedures and policies and (iii) in a format reasonably accessible by the Company HLIC and its representatives. All original books and records with respect to the Administered Business shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty Representatives. (60b) days prior written notice of the books and records with respect to the Administered Business the Administrator intends to destroy. If a request is made by the Company during such sixty (60) day period to do so, the Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Administrator. Notwithstanding the foregoing, the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement. Subject to the restrictions in Section 5.1(b) with respect to the Administrator’s Xxxxxxxx-Xxxxx Act and Model Audit Rules control documentation, processes and test results, during During the term of this Agreement, upon any reasonable request from the Company HLIC or its representativesRepresentatives, the Administrator shall (i) provide to the Company HLIC and its representatives Representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Time by a Party hereto or its Affiliates) under the control of the Administrator pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement, ; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator Administrator, and (ii) permit the Company HLIC and its representatives Representatives to make copies of such records, in each case case, at no cost to the Administrator; provided, however, that if such request to make copies is made in connection with an inquiry made by a Governmental Authority that primarily relates to the Reinsured Liabilities, the Administrator shall bear the cost of making copies of such records reasonably requested by the Company. The Parties agree and acknowledge that HLIC (other than for reasonable access includes facilitating audits to comply with any Applicable Laws relating to the Administered Business or the Companyout-of-pocket expenses). Nothing herein shall require the Administrator to (i) disclose any information to the Company HLIC or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract Contract (including any confidentiality agreement to which the Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use its commercially reasonable best efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable such information otherwise required disclosure to be furnished or made available to the Company HLIC or its representatives Representatives to occur without so jeopardizing privilege or contravening such Applicable Law Law, Court Order or contract)Contract, or (ii) require the Administrator to disclose its tax records or tax returns of the Administrator or any of its Affiliates or any personnel or related records to the Company or its representatives. records. (c) During the term of this Agreement, upon any reasonable request from the Administrator or its representativesRepresentatives, the Company HLIC shall (i) provide to the Administrator and its representatives Representatives reasonable access during normal business hours to the books and records (including any such materials developed after the Closing Effective Time by a Party hereto or its Affiliates) under the control of the Company HLIC or any of its Affiliates pertaining to the Administered Business, the Legally Required Company Actions Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance AgreementAgreement (including the books and records of HESCO); provided that such access shall not unreasonably interfere with the conduct of the business of the CompanyHLIC, and (ii) permit the Administrator and its representatives Representatives to make copies of such records, in each case case, at no cost to the Company with respect to such records that relate to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement(other than for reasonable out-of-pocket expenses). Nothing herein shall require the Company HLIC to (i) disclose any information to the Administrator or its representatives if such information does not pertain directly to the Administered Business or Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract any Contract (including any confidentiality agreement to which the Company HLIC or any of its Affiliates is a party) (it being understood that the Company HLIC shall use its commercially reasonable best efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense or common interest agreements) that would enable such information to be furnished or made available otherwise required disclosure to the Administrator or its representatives Representatives to occur without so jeopardizing privilege or contravening such Applicable Law Law, Court Order or contractContract) or (ii) require HLIC to disclose its tax records (other than premium tax filings relating to except as otherwise provided under the Administered BusinessPurchase Agreement or Article XVI of this Agreement) or any personnel or related records to the Administrator or its representatives. records. (d) The Administrator Parties shall maintain facilities and procedures that are in accordance with Applicable Law and commercially reasonable standards of insurance recordkeeping for safekeeping the books and records maintained by the Administrator applicable Party or its Affiliates that pertain to the Administered Business. The Administrator shall . (ie) back up all of its computer files relating to the Administered Business or otherwise used in the performance of the Services under this Agreement on a frequency consistent with the processes and procedures applied by the Administrator to other comparable insurance businesses administered by the Administrator for its own account; and (ii) maintain back-up files in an off-site location in compliance with all privacy, confidentiality and data security requirements both of the Administrator’s general policies and procedures and of Applicable Law. The Administrator shall cooperate with any Governmental Authority Body having jurisdiction over the Company HLIC in providing access to the books and records referenced in this Section 5.2(a) or (b). The Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator or the Company in providing access to the books and records referenced in Section 5.2(a)6.02.