Common use of Interpretations of and Changes to Applicable Law Clause in Contracts

Interpretations of and Changes to Applicable Law. (a) Administrator shall use commercially reasonable efforts to monitor Applicable Law relating to the Services and changes to such laws. Administrator shall inform Customer of any changes in Applicable Law which may relate to the Services promptly after Administrator identifies such changes. (b) Customer shall be ultimately responsible for identifying, interpreting and complying with the requirements of Applicable Law that apply to the Services (other than Applicable TPA Laws), including those activities performed for Customer by Administrator and shall provide appropriate written direction to Administrator with respect to Administrator's compliance with such requirements. Customer shall provide to Administrator Customer's written interpretations of such Applicable Law as requested by Administrator or as determined to be appropriate by Customer. Administrator shall comply with any such direction and interpretation provided by Customer in writing to Administrator. (c) Administrator and Customer shall work together, via the Change Procedures, to identify the impact of changes in Applicable Law on how Customer receives, and Administrator provides, the Services to determine the most efficient means to implement such changes into the Operating Guidelines and other procedures used by Administrator. (d) Administrator shall perform the Services regardless of changes in Applicable Law. If such changes prevent Administrator from performing its obligations under this Agreement, Administrator shall develop and, upon Customer's written approval, implement suitable alternative arrangements that will enable Administrator to perform its obligations under this Agreement. (e) Administrator shall implement Normal Changes into Administrator's procedures and into the Operating Guidelines for no additional charges. (f) Administrator shall implement Extraordinary Changes into Administrator's procedures and into the Operating Guidelines at the then applicable time and materials rates based upon a reasonable allocation of costs to incorporate such changes into Administrator's policies, processes, workflows, procedures and into the Operating Guidelines, as the parties shall negotiate expeditiously and in good faith. In negotiating such allocation of expenses, the following factors are to be considered: (i) the relative benefit each party receives from incorporating such changes; (ii) the marginal costs Administrator would incur to make such changes taking into account amounts received and to be received from other users, customers or licensees; (iii) the re-usability or leveragability of such changes by each

Interpretations of and Changes to Applicable Law. (a) Administrator 5.4.1. Vendor shall use commercially reasonable efforts to monitor Applicable Law relating to the Services and changes to such laws. Administrator Vendor shall inform Customer of any changes in Applicable Law which may relate to the Services promptly after Administrator Vendor identifies such changes. (b) 5.4.2. Customer shall be ultimately responsible for identifying, interpreting and complying with the requirements of Applicable Law that apply to the Services (other than Applicable TPA Laws), including those activities performed for Customer by Administrator Vendor and shall provide appropriate written direction to Administrator Vendor with respect to Administrator's Vendor’s compliance with such requirementsrequirements as Customer in its sole discretion deems appropriate. Customer shall provide to Administrator Customer's written interpretations of such Applicable Law as requested by Administrator Vendor or as determined to be appropriate by Customer. Administrator Vendor shall comply with any such direction and interpretation provided by Customer in writing to AdministratorVendor. (c) Administrator 5.4.3. Vendor and Customer shall work together, via the Change Procedures, to identify the impact of changes in Applicable Law on how Customer receives, and Administrator Vendor provides, the Services to determine the most efficient means to implement such changes into the Operating Guidelines and other procedures used by AdministratorVendor. (d) Administrator 5.4.4. Vendor shall perform the Services regardless of changes in Applicable Law. If such changes prevent Administrator Vendor from performing its obligations under this Agreement, Administrator Vendor shall develop and, upon Customer's ’s written approval, implement suitable alternative arrangements that will enable Administrator Vendor to perform its obligations under this Agreement. (e) Administrator 5.4.5. Vendor shall implement Normal Changes into Administrator's Vendor’s procedures and into the Operating Guidelines for no additional charges. (f) Administrator 5.4.6. Vendor shall implement Extraordinary Changes into Administrator's Vendor’s procedures and into the Operating Guidelines at the then applicable time and materials rates based upon a reasonable allocation of costs to incorporate such changes into Administrator's Vendor’s policies, processes, workflows, procedures and into the Operating Guidelines, as the parties shall negotiate expeditiously and in good faith. In negotiating such allocation of expenses, the following factors are to be considered: : (i) the relative benefit each party receives from incorporating such changes; (ii) the marginal costs Administrator Vendor would incur to make such changes taking into account amounts received and to be received from other users, customers or licensees; (iii) the re-usability or leveragability of such changes by eacheach party; and (iv) the amount each party would be required to incur in the absence of this Agreement, to make such changes and incorporate such changes into its policies, processes, workflows, procedures and other systems. 5.4.7. As used in this Section, the following defined terms shall apply: A “Normal Change” is a change in the Applicable Law as described in writing by Customer governing Services which: (i) when combined with other Normal Changes during a given calendar year, require not more than one-hundred and twenty (120) person hours to implement into the workflows, procedures and Operating Guidelines or into the Services; (ii) applies equally to Vendor’s Affiliates or other customers; or (iii) is a change to the Applicable TPA Laws. An “Extraordinary Change” is a change in the Applicable Law as described in writing by Customer governing Services which: (i) when combined with other Normal Changes during a given calendar year, require more than one-hundred and twenty (120) person hours to implement into the workflows, procedures and Operating Guidelines or into the Services; (ii) requires Vendor to devote additional personnel on a permanent basis to perform the Services following such a change; (iii) is specific to the Services to be provided under this Agreement; or (iv) is not a Normal Change.

Interpretations of and Changes to Applicable Law. (a) Administrator shall use commercially reasonable efforts to monitor Applicable Law relating to the Services and changes to such laws. Administrator shall inform Customer of any changes in Applicable Law which may relate to the Services promptly after Administrator identifies such changes. (b) Customer shall be ultimately responsible for identifying, interpreting and complying with the requirements of Applicable Law that apply to the Services (other than Applicable TPA Laws), including those activities performed for Customer by Administrator and shall provide appropriate written direction to Administrator with respect to Administrator's ’s compliance with such requirements. Customer shall provide to Administrator Customer's ’s written interpretations of such Applicable Law as requested by Administrator or as determined to be appropriate by Customer. Administrator shall comply with any such direction and interpretation provided by Customer in writing to Administrator. (c) Administrator and Customer shall work together, via the Change Procedures, to identify the impact of changes in Applicable Law on how Customer receives, and Administrator provides, the Services to determine the most efficient means to implement such changes into the Operating Guidelines and other procedures used by Administrator. (d) Administrator shall perform the Services regardless of changes in Applicable Law. If such changes prevent Administrator from performing its obligations under this Agreement, Administrator shall develop and, upon Customer's ’s written approval, implement suitable alternative arrangements that will enable Administrator to perform its obligations under this Agreement.. [text deleted] (e) Administrator shall implement Normal Changes in Laws into Administrator's ’s procedures and into the Operating Guidelines for no additional charges, except for the “Extraordinary Changes in Laws” (as defined below). (f) Administrator shall implement Extraordinary Changes in Laws into Administrator's ’s procedures and into the Operating Guidelines at the then applicable time and materials rates based upon a reasonable allocation of costs to incorporate such changes into Administrator's ’s policies, processes, workflows, procedures and into the Operating Guidelines, as the parties Parties shall negotiate expeditiously and in good faith. In negotiating such allocation of expenses, the following factors are to be considered: : (i) the relative benefit each party receives from incorporating such changes; (ii) the marginal costs Administrator would incur to make such changes taking into account amounts received and to be received from other users, customers or licensees; (iii) the re-usability or leveragability of such changes by eacheach party; and (iv) the amount each party would be required to incur in the absence of this Agreement, to make such changes and incorporate such changes into its policies, processes, workflows, procedures and other systems. (g) Notwithstanding any other provision of this Agreement, the Parties hereby acknowledge and agree that federal, state or local government agencies or courts of competent jurisdiction may from time to time pass, issue, interpret or promulgate, rules, regulations, standards, decisions or interpretations while this Agreement is in effect that (i) prohibit the performance of Administrator’s obligations hereunder, (ii) materially change Administrator’s obligations hereunder, (iii) materially increase Administrator’s costs of performing its obligations hereunder, or (iv) impair, restrict, limit or otherwise materially and adversely affect Administrator’s rights, benefits, or obligations hereunder (collectively, a “Change in Law”). Following a Change in Law, Administrator may initiate the Change Procedures to implement the changes required to respond to such Change in Law. Such notice shall be accompanied by a signed opinion of counsel supporting Administrator’s conclusion and stating the manner in which the Change in Law affects Administrator’s rights and obligations described above. Nothing contained herein shall preclude Customer from contesting the issue whether the Change in Law affects Administrator’s rights and obligations in the manner described. (h) Where the Change in Law is so significant, such that Administrator would be required to devote in excess of one hundred sixty (160) person hours in a single calendar year (an “Extraordinary Change in Law”), Administrator shall be entitled to apportion a fair amount of the cost to implement the response to such Change in Law and Customer shall be obligated to pay such fairly apportioned amount as to be agreed in writing between the Parties. If the Parties cannot agree within thirty (30) days of Administrator’s written request, the formula below will be considered a fair method of allocating the cost of such significant Change in Law to Customer: Total # of Administrator other similar insurance contracts [text deleted] (i) If the Parties do not or cannot mutually agree to amend this Agreement in accordance with the Change Procedures within ninety (90) days or such other mutually agreed upon time period after Administrator has provided the proposed change order, including any such change order describing a Change in Law described in Section 2.5(h) above, for which Administrator seeks to apportion the cost of implementing a significant Change in Law, either Party may terminate this Agreement by providing the other party no less than twelve (12) months advance written notice, if such termination notice is given within sixty (60) days from the end of the above-mentioned ninety (90) day period to reach a mutually acceptable resolution. (j) Neither Party shall be deemed to be in breach of this Agreement during the aforementioned ninety (90) day period or otherwise agreed upon time period as a consequence of such Party’s acts or omissions in reliance upon its interpretation of the Change in Law. A terminating Party’s continuing obligations under this Agreement shall be limited and modified only to the minimum extent necessary to comply with the Change in Law and relieve such Party of the material additional economic burden that would arise from performance of such obligations of the Change in Law. If the implementation or enforcement of any Change in Law is stayed in all material respects by the order of a judicial or executive authority or by legislative action, the right to amend or terminate as set forth above shall also be stayed during the period of such stay.

Interpretations of and Changes to Applicable Law. (a) Administrator shall use commercially reasonable efforts to monitor Applicable Law relating to the Services and changes to such laws. Administrator shall inform Customer of any changes in Applicable Law which may relate to the Services promptly after Administrator identifies such changes. (b) Customer shall be ultimately responsible for identifying, interpreting and complying with the requirements of Applicable Law that apply to the Services (other than Applicable TPA Laws), including those activities performed for Customer by Administrator and shall provide appropriate written direction to Administrator with respect to Administrator's ’s compliance with such requirements. Customer shall provide to Administrator Customer's ’s written interpretations of such Applicable Law as requested by Administrator or as determined to be appropriate by Customer. Administrator shall comply with any such direction and interpretation provided by Customer in writing to Administrator. (c) Administrator and Customer shall work together, via the Change Procedures, to identify the impact of changes in Applicable Law on how Customer receives, and Administrator provides, the Services to determine the most efficient means to implement such changes into the Operating Guidelines and other procedures used by Administrator. (d) Administrator shall perform the Services regardless of changes in Applicable Law. If such changes prevent Administrator from performing its obligations under this Agreement, Administrator shall develop and, upon Customer's ’s written approval, implement suitable alternative arrangements that will enable Administrator to perform its obligations under this Agreement.. AUS 429433v.17 (e) Administrator shall implement Normal Changes in Laws into Administrator's ’s procedures and into the Operating Guidelines for no additional charges, except for the “Extraordinary Changes in Laws” (as defined below). (f) Administrator shall implement Extraordinary Changes in Laws into Administrator's ’s procedures and into the Operating Guidelines at the then applicable time and materials rates based upon a reasonable allocation of costs to incorporate such changes into Administrator's ’s policies, processes, workflows, procedures and into the Operating Guidelines, as the parties Parties shall negotiate expeditiously and in good faith. In negotiating such allocation of expenses, the following factors are to be considered: : (i) the relative benefit each party receives from incorporating such changes; (ii) the marginal costs Administrator would incur to make such changes taking into account amounts received and to be received from other users, customers or licensees; (iii) the re-usability or leveragability of such changes by eacheach party; and (iv) the amount each party would be required to incur in the absence of this Agreement, to make such changes and incorporate such changes into its policies, processes, workflows, procedures and other systems. (g) Notwithstanding any other provision of this Agreement, the Parties hereby acknowledge and agree that federal, state or local government agencies or courts of competent jurisdiction may from time to time pass, issue, interpret or promulgate, rules, regulations, standards, decisions or interpretations while this Agreement is in effect that (i) prohibit the performance of Administrator’s obligations hereunder, (ii) materially change Administrator’s obligations hereunder, (iii) materially increase Administrator’s costs of performing its obligations hereunder, or (iv) impair, restrict, limit or otherwise materially and adversely affect Administrator’s rights, benefits, or obligations hereunder (collectively, a “Change in Law”). Following a Change in Law, Administrator may initiate the Change Procedures to implement the changes required to respond to such Change in Law. Such notice shall be accompanied by a signed opinion of counsel supporting Administrator’s conclusion and stating the manner in which the Change in Law affects Administrator’s rights and obligations described above. Nothing contained herein shall preclude Customer from contesting the issue whether the Change in Law affects Administrator’s rights and obligations in the manner described. (h) Where the Change in Law is so significant, such that Administrator would be required to devote in excess of one hundred sixty (160) person hours in a single calendar year (an “Extraordinary Change in Law”), Administrator shall be entitled to apportion a fair amount of the cost to implement the response to such Change in Law and Customer shall be obligated to pay such fairly apportioned amount as to be agreed in writing between the Parties. If the Parties cannot agree within thirty (30) days of Administrator’s written request, the formula below will be considered a fair method of allocating the cost of such significant Change in Law to Customer: Total # of Administrator other similar insurance contracts AUS 429433v.17 (i) If the Parties do not or cannot mutually agree to amend this Agreement in accordance with the Change Procedures within ninety (90) days or such other mutually agreed upon time period after Administrator has provided the proposed change order, including any such change order describing a Change in Law described in Section 2.5(h) above, for which Administrator seeks to apportion the cost of implementing a significant Change in Law, either Party may terminate this Agreement by providing the other party no less than twelve (12) months advance written notice, if such termination notice is given within sixty (60) days from the end of the above-mentioned ninety (90) day period to reach a mutually acceptable resolution. (j) Neither Party shall be deemed to be in breach of this Agreement during the aforementioned ninety (90) day period or otherwise agreed upon time period as a consequence of such Party’s acts or omissions in reliance upon its interpretation of the Change in Law. A terminating Party’s continuing obligations under this Agreement shall be limited and modified only to the minimum extent necessary to comply with the Change in Law and relieve such Party of the material additional economic burden that would arise from performance of such obligations of the Change in Law. If the implementation or enforcement of any Change in Law is stayed in all material respects by the order of a judicial or executive authority or by legislative action, the right to amend or terminate as set forth above shall also be stayed during the period of such stay.

Interpretations of and Changes to Applicable Law. (a) Administrator Vendor shall use commercially reasonable efforts to monitor Applicable Law relating to the Services and changes to such laws. Administrator Vendor shall inform Customer of any changes in Applicable Law which may relate to the Services promptly after Administrator Vendor identifies such changes. (b) Customer shall be ultimately responsible for identifying, interpreting and complying with the requirements of Applicable Law that apply to the Services (other than Applicable TPA LawsLaws and Applicable Laws relating to the operations of Vendor not directly related to the Services), including those activities performed for Customer by Administrator Vendor and shall provide appropriate written direction to Administrator Vendor with respect to Administrator's Vendor’s compliance with such requirements. Customer shall provide to Administrator Vendor Customer's ’s written interpretations of such Applicable Law as requested by Administrator Vendor or as determined to be appropriate by Customer. Administrator Vendor shall comply with any such direction and interpretation provided by Customer in writing to AdministratorVendor. (c) Administrator Vendor and Customer shall work together, via the Change Procedures, to identify the impact of changes in Applicable Law on how Customer receives, and Administrator Vendor provides, the Services to determine the most efficient means to implement such changes into the Operating Guidelines and other procedures used by AdministratorVendor. (d) Administrator Vendor shall perform the Services regardless of changes in Applicable Law. If such changes prevent Administrator Vendor from performing its obligations under this Agreement, Administrator Vendor shall develop and, upon Customer's ’s written approval, implement suitable alternative arrangements that will enable Administrator Vendor to perform its obligations under this Agreement. (e) Administrator Vendor shall implement Normal Changes (as defined below) into Administrator's Vendor’s procedures and into the Operating Guidelines for no additional charges. (f) Administrator Vendor shall implement Extraordinary Changes (as defined below) into Administrator's Vendor’s procedures and into the Operating Guidelines at the then applicable time and materials rates based upon a reasonable allocation of costs to incorporate such changes into Administrator's Vendor’s policies, processes, workflows, procedures and into the Operating Guidelines, as the parties Parties shall negotiate expeditiously and in good faith. In negotiating such allocation of expenses, the following factors are to be considered: : (i) the relative benefit each party Party receives from incorporating such changes; (ii) the marginal costs Administrator Vendor would incur to make such changes taking into account amounts received and to be received from other users, customers or licensees; (iii) the re-usability or leveragability of such changes by eacheach Party; and (iv) the amount each Party would be required to incur in the absence of this Agreement, to make such changes and incorporate such changes into its policies, processes, workflows, procedures and other systems. (g) As used in this Section, the following defined terms shall apply: A “Normal Change” is a change in the Applicable Law as described or approved in writing by Customer governing Services which: (i) when combined with other Normal Changes during a given calendar year, require not more than one-hundred and twenty (120) person hours on the part of Vendor Personnel to develop and implement into the workflows, procedures and Operating Guidelines or into the Services; (ii) applies equally to Vendor’s Affiliates or other customers; or (iii) is a change to the Applicable TPA Laws. An “Extraordinary Change” is a change in the Applicable Law as described or approved in writing by Customer governing Services which: (i) when combined with other Normal Changes during a given calendar year, require more than one-hundred and twenty (120) person hours on the part of Vendor personnel to develop and implement into the workflows, procedures and Operating Guidelines or into the Services; (ii) requires Vendor to devote additional personnel on a permanent basis to perform the Services following such a change; (iii) is specific to the Services to be provided under this Agreement; or (iv) is not a Normal Change.