Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. (a) Following the Closing Date, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior written notice and during normal business hours, the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records related to the Business which are retained by Ceding Company or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such books and records for Reinsurer’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s or any successor company’s business operations. (b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may select. Access to such employees and Books and Records shall not unreasonably interfere with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.

Post-Closing Access. (a) Following the Closing Date, Ceding Company Seller and its Affiliates shall: shall have the right, subject to compliance with all applicable Laws (including privacy Laws), to retain copies of all books, data, files, information, records, documents, correspondence and other materials in any media (including, for the avoidance of doubt, Tax Returns and other information and documents relating to tax matters) of each of the Companies and the Transferred Subsidiaries (i) relating to information (including employment and medical records) regarding the Employees or relating to the Tax Returns of, or that include, the Companies or the Transferred Subsidiaries, (ii) as required by any legal or regulatory authority, including any applicable Law or regulatory request or (iii) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement, the Ancillary Agreements or any other agreement between Seller and its Affiliates, on the one hand, and the Companies or any of the Transferred Subsidiaries, on the other hand, that will remain in effect after the Closing. (b) After the Closing, Purchaser shall allow Reinsurer, through Seller and its RepresentativesAffiliates, upon reasonable prior written notice and during normal regular business hourshours and subject to compliance with all applicable Laws (including privacy Laws), the right, at ReinsurerSeller’s sole cost and expense, to examine and make copies of any books books, data, files, information, records, documents, correspondence and records related to other materials of the Business which are retained by Ceding Company Companies or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) Transferred Subsidiaries for any reasonable reasonable, non-competitive business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and statements, the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holdercontractholder, participant or other dispute resolution (whether pending or threatened) and the discharge of its indemnification obligations under this Agreement; provided that the auditors and independent accountants of Purchaser or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary access and confidentiality agreements in form and substance acceptable to such auditors or accountants. (c) Subject to Section 7.4(d), Purchaser agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of each of the Companies and the Transferred Subsidiaries existing as of the Closing Date, it will (and will cause each of the Companies and the Transferred Subsidiaries and any other Affiliates of the Purchaser to) (i) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (ii) apply preservation and retention policies that are no less stringent than those generally applied by Purchaser from time to time with respect to its other businesses and that are customary for similar businesses and (iii) maintain such books books, data, files, information and other records for Reinsurer’s examination and copying until by Seller (such copying to be at least the later expense of the sixth (6thSeller) anniversary of for six years following the Closing Date (or, in the case of any books, data, files, information and other records with respect to all Tax books Taxes relating to the Companies and their Subsidiaries, for the length of time, if longer, required by Section 9.4); provided that after such six-year period Purchaser shall use its reasonable best efforts to provide Seller with at least ninety (90) days’ written notice prior to destroying or disposing of any such books, data, files, information and other records, until sixty (60) days after at which time and at the expiration option and expense of any period imposed by Applicable LawSeller, after which Ceding Company may destroy Purchaser shall deliver such books books, data, files, information, records, documents, correspondence and records in its discretion; provided, however, that at any time prior other materials to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s or any successor company’s business operationsSeller. (bd) Following Notwithstanding anything in this Agreement to the Closing Datecontrary, Reinsurer shall: Purchaser agrees to retain and preserve all documents subject to Litigation Holds (ithe “Litigation Hold Documents”), until such time as Seller notifies Purchaser in writing that such documents may be destroyed, and Seller shall use reasonable best efforts to notify Purchaser within ninety (90) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, days of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct termination of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; applicable Litigation Hold. Purchaser shall provide Seller and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, its Affiliates with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may select. Access to such employees and Books and Records shall not unreasonably interfere with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating documents subject to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to this Section 7.4(d) in accordance with the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiverterms of Section 7.4(a).

Post-Closing Access. (a) Following the Closing Date, Ceding Company and its Affiliates Sellers shall: (i) allow Reinsurer, through its RepresentativesPurchaser, upon reasonable prior written notice and during normal business hours, through its employees and representatives, the right, at ReinsurerPurchaser’s sole cost and expense, to examine and make copies of any books and records related to the Business which are retained by Ceding Company or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) Sellers for any reasonable business purpose, including including, without limitation, the preparation or examination of ReinsurerPurchaser’s Tax Returnsreturns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statements, but only to the extent that such records of Sellers would otherwise constitute Books and Records related to the Business or the conduct of the Business prior to the termination of the Transition Services Agreement; (ii) allow Reinsurer, through its Representatives, Purchaser to interview Ceding Company’s the Sellers’ employees for any reasonable business purpose relating to the Business, including including, without limitation, the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the BusinessBusiness or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such books and records for ReinsurerPurchaser’s examination and copying until at least the later of the sixth (6th) third anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable LawDate, after which Ceding Company the Sellers may destroy such books and records in its their discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Companyeach Seller’s or any successor company’s business operations. (b) Following the Closing Date, Reinsurer Purchaser shall: (i) allow Ceding Company, through its RepresentativesSellers, upon reasonable prior written notice and during normal business hours hours, through their employees and representatives, the right to (x) examine and make copies, at Ceding Company’s Sellers’ expense, of the Books and Records transferred to Reinsurer Purchaser at the Closing; Closing and (iiy) allow Ceding Companyinterview the Purchaser’s employees, through its Representatives to interview Reinsurer’s employees specifically dedicated to in the Business case of either clause (i)(x) or (i)(y), in connection with Ceding CompanyPurchaser’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statements, Sellers’ review of the Lincoln Life Revised Closing Statements, the Lincoln Barbados Revised Closing Statements, the LAL Revised Closing Statements, the Revised Closing GAAP Statements, the Revised Closing SAP Statements, or Ceding CompanyPurchaser’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iiiii) maintain such Books and Records for Ceding Company’s Sellers’ examination and copying until copying. Purchaser shall maintain and make available to Sellers the Books and Records for at least the later of the sixth six (6th6) anniversary of years after the Closing Date or, with respect or longer if reasonably requested by Sellers or if legally required to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may selectdo so. Access to such employees and employees, Books and Records shall not unreasonably interfere with the business operations of Reinsurer Purchaser or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.

Post-Closing Access. (a) Following In connection with any matter reasonably related to the conduct of the Shareholder's business (such as preparing tax returns and financial statements, responding to tax audits, defending Actions and preparing reports to Governmental Authorities and shareholders) relating to any period prior to, or any period ending on, the Closing Datefor which access to the Company's books and records is reasonably necessary, Ceding Company the Purchaser shall, upon the request and at the expense of the Shareholder, permit the Shareholder and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon representatives reasonable prior written notice and access at all reasonable times during normal business hours, hours to the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records related of the Company and 137 its Subsidiaries which shall have been transferred to the Business which are retained by Ceding Company or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purposePurchaser; provided, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses that access to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such books and records for Reinsurer’s examination shall not unreasonably interfere with the normal operations of the Company and copying until at least its Subsidiaries and that the Shareholder and its representatives shall not be entitled to any such access, information or documents (i) as to which the attorney-client privilege applies or (ii) the disclosure of which is restricted by contract or applicable law except in strict compliance with such contract or law. The Purchaser shall not dispose of such books and records during the period beginning with the Closing Date and ending on the later of the sixth (6th) seventh anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to Taxes, the Businessexpiration of the applicable statute of limitations, with extensions, without the Shareholder's consent, which shall not be unreasonably withheld. Access Following the expiration of such period, the Purchaser may dispose of such books and records at any time upon giving 60 days' prior written notice to the Shareholder, unless the Shareholder agrees to take possession of such books and records within 60 days at no expense to the Purchaser. (b) In connection with any matter reasonably related to the conduct of the Company's and Purchaser's business (such as preparing tax returns and financial statements, responding to tax audits, defending Actions and 138 preparing reports to Governmental Authorities and shareholders), relating to any period prior to, or any period ending on, the Closing for which access to the Shareholder's books and records is reasonably necessary, the Shareholder shall, upon the Company's request and expense, permit the Company and its representatives reasonable access at all reasonable times during normal business hours to the books and records of the Shareholder and its Affiliates relating to the Company and its Subsidiaries as may be reasonably necessary; provided, that access to such employees and books and records shall not unreasonably interfere with Ceding Company’s the normal operations of the Shareholder and its Affiliates and that the Company and its representatives shall not be entitled to any such access, information or any successor company’s business operations. (b) Following the Closing Date, Reinsurer shall: documents (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours as to which the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; attorney-client privilege applies or (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated the disclosure of which is restricted by contract or applicable law except in strict compliance with such contract of law. The Shareholder shall not dispose of such books and records relating to the Business in connection Company and its Subsidiaries during the period beginning with Ceding Company’s preparation or examination of Tax Returns, regulatory the Closing Date and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least ending on the later of the sixth (6th) seventh anniversary of the Closing Date or, with respect to all Tax books and recordsrecords related to Taxes, until sixty (60) days after the expiration of any period imposed by Applicable Law after the applicable statute of limitations, with extensions, without the Company's consent, which Reinsurer shall not be unreasonably withheld. Following the expiration of such 139 period, the Shareholder may destroy dispose of such books and records in its discretion; provided, however, that at any time upon giving 60 days' prior written notice to such destruction Reinsurer shall give Ceding the Purchaser, unless the Company a reasonable opportunity, at Ceding Company’s expense, agrees to segregate and remove take possession of such books and records as Ceding Company may select. Access within 60 days at no expense to such employees and Books and Records shall not unreasonably interfere with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and RecordsShareholder. (c) Notwithstanding any Without limiting the generality of the foregoing, promptly following the date hereof, the Shareholder shall cooperate with the Company to identify all documents, computer files and other provision records (or categories of this Section 5.10documents, access computer files and records) that are in the possession or control of the Shareholder that relate to any books the conduct of business of the Company and its Subsidiaries. Prior to and after the Closing, upon the request of the Company, the Shareholder shall deliver, at the Shareholder's expense, copies (or, if requested, originals) of such documents, files and records of the Company; provided that if the Shareholder has a reasonable need to retain such originals (e.g., for tax returns), the Shareholder may deliver copies; and provided, further, the Company shall not be denied by either party if entitled to such party is required under Applicable Law relating documents, files or records (i) as to privacy issues to deny such access, or to protect which the attorney-client privilege applies or attorney work product; provided(ii) the disclosure of which is restricted by contract or applicable law except in strict compliance with such contract of law and that the Shareholder may redact from such documents, however140 files and records, that the portions thereof relating solely to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiverretained business of the Shareholder.

Post-Closing Access. (a) Following the Closing and until the sixth anniversary of the Closing Date, Ceding Company the Purchaser shall, and shall cause each Subject Company, to provide to the Parent and its Affiliates shall: (i) allow ReinsurerAffiliates, through its Representativesemployees, upon reasonable prior written notice counsel, agents, accountants and other representatives, access, during normal business hourshours and following reasonable prior notice, to the contracts, agreements, documents and books and records of the Subject Companies (including the accounting records of the Subject Companies and, subject to entering into customary access letters, the rightwork papers of the accountants of the Subject Companies) in the possession of any of the Subject Companies as of the Closing Date, at Reinsurer’s sole cost solely to the extent necessary for (A) the preparation or examination of Tax Returns, regulatory filings and expensefinancial statements, (B) the management of employee benefit plans and other arrangements with employees, (C) insurance claims, (D) the exercise, performance and enforcement of rights and obligations under this Agreement and the other Transaction Documents, (E) the conduct of any litigation or other proceeding or dispute or regulatory investigation or audit, whether pending or threatened, and (F) the compliance by the Parent or its Affiliates with all applicable Laws, and the Purchaser shall permit the Parent and its agents and representatives to examine and make copies copy, at the Parent’s expense, such contracts, agreements, documents and books and records, all of any which shall be subject to Section 12.10(a). Following the Closing the Purchaser shall, and shall cause the Subject Companies to, maintain the contracts, agreements, documents and books and records related of the Business that were in the possession of any of the Subject Companies as of the Closing Date for a period of not less than six (6) years following the Closing Date in accordance with the Subject Companies’ current document retention policies. (b) Following the Closing and until the sixth anniversary of the Closing Date, the Parent shall, and shall cause its Affiliates, to provide to the Business which are retained by Ceding Company or any Purchaser and its Affiliates, employees, counsel, agents, accountants and other representatives, access, during normal business hours and following reasonable prior notice, to the contracts, agreements, documents and books and records of the Parent and its Affiliates (including the Books accounting records of the Subject Companies and, subject to entering into customary access letters, the work papers of the accountants of the Parent and Records set forth its Affiliates) to the extent relating to the Business and in Schedule 5.7) for the possession of any reasonable business purposeof the Parent or its Affiliates as of the Closing Date, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including (A) the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements statements, (B) the management of employee benefit plans and other arrangements with employees, (C) insurance claims, (D) the exercise, performance and enforcement of rights and obligations under this Agreement and the other Transaction Documents, (E) the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holder, participant or other proceeding or dispute resolution or regulatory investigation or audit, whether pending or threatened; , and (iiiF) the compliance by the Purchaser or its Affiliates with all applicable Laws, and the Parent shall permit the Purchaser and its agents and representatives to examine and copy, at the Purchaser’s expense, such contracts, agreements, documents and books and records. To the extent any such information or documentation relates to or includes any information relating to the Retained Business, such information and documentation shall be subject to Section 12.10(b). Following the Closing the Parent shall, and shall cause its Affiliates to, maintain such the contracts, agreements, documents and books and records for Reinsurer’s examination and copying until at least to the later extent relating to the Business that were in the possession of any of the sixth (6th) anniversary Parent or its Affiliates as of the Closing Date or, with respect to all Tax books and records, until sixty for a period of not less than six (606) days after the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s or any successor company’s business operations. (b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth (6th) anniversary of years following the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may select. Access to such employees and Books and Records shall not unreasonably interfere accordance with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding CompanyParent’s access to such employees and Books and Recordscurrent document retention policies. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.

Post-Closing Access. From and after the Closing ___________________ Date, Seller shall retain the originals of all records of the Companies and their Subsidiaries concerning Taxes for which Seller is responsible hereunder. To the extent permitted by applicable law, Seller shall at Closing provide to Buyer copies (aor at its election originals) Following of all of the personnel, payroll, accounting and tax records (other than consolidated tax returns, consolidated accounting records and consolidated financial statements of Seller) of the Companies and their Subsidiaries that heretofore have been maintained by Seller. Seller shall cause all other books and records of the Companies and their Subsidiaries, whether currently maintained by the Seller, any Company or any Subsidiary of any Company, or a third party, to be available on the premises of the applicable Company or Subsidiary on the Closing Date. To the extent permitted by applicable law, Seller will, on and after the Closing Date, Ceding Company afford promptly to Buyer and its Affiliates shall: (i) allow Reinsurer, through its Representativesagents reasonable access, upon reasonable prior written notice and during normal business hours, the rightto its offices, at Reinsurer’s sole cost properties, books, records, employees and expense, to examine and make copies of any books and records related auditors to the Business which are retained by Ceding Company or extent reasonably necessary to permit Buyer to determine any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose matter relating to the Businessbusiness of the Companies prior to the Closing Date. Buyer may, including at its own expense, make such copies of and excerpts from such books and 84 records as it may deem necessary for the preparation of tax or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holder, participant reports or other dispute resolution whether pending or threatened; and (iii) purposes permitted hereby. Seller shall maintain all such books and records for Reinsurer’s examination the period required by law. Seller will hold, and copying until at least will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the later Companies or any Subsidiary of the sixth (6th) anniversary of the Closing Date or, with respect Companies provided to all Tax books and records, until sixty (60) days after the expiration of any period imposed it by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; provided, however, that at any time prior Buyer pursuant to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s or any successor company’s business operationsSection 6.2. (b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may select. Access to such employees and Books and Records shall not unreasonably interfere with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.

Post-Closing Access. (a) Following the Closing Date, Ceding Company and its Affiliates shall: the Seller Parties shall (i) allow Reinsurer, through its RepresentativesBuyers, upon reasonable prior written notice and during normal regular business hours, through their employees and representatives, the right, at Reinsurer’s sole cost and Buyers' expense, to examine and make copies of any books and records retained by the Seller Parties (including, without limitation, licenses to do business, corporate records, original Tax and corporate accounting records relating to the Business and other original records to be maintained by Seller Parties under applicable Law), to the extent they relate to the Business, for any reasonable business purpose related to the discharge of Insurance Contracts Liabilities or the administration of the Business, including the preparation or examination of Buyers' Tax Returns, regulatory filings and financial statements and the conduct of any litigation, arbitration or other dispute resolution, whether pending or threatened, concerning the conduct of the Business which are retained by Ceding Company prior to the Closing Date or related to this Agreement or the Ancillary Agreements, and (ii) maintain such books and records for Buyers' examination and copying, subject to the Seller Parties' ordinary course document retention policies. Access to such books and records shall be at Buyers' expense and may not unreasonably interfere with the Seller Parties' or any successor company's business operations. (b) Following the Closing Date, Parent and Buyers shall (i) allow the Seller Parties, upon reasonable prior notice and during regular business hours, through their employees and representatives, the right, at the Seller Parties' expense, to examine and make copies of its Affiliates (including any books and records(including, without limitation, licenses to do business, corporate records, original Tax and corporate accounting records relating to the Books Business and Records set forth in Schedule 5.7) other original records to be maintained by Parent and Buyers under applicable Law), to the extent they relate to the Business, for any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and - 70 - 76 financial statements and the conduct of any litigation relating to the Businesslitigation, or the conduct of any regulatory, contract holder, participant arbitration or other dispute resolution whether pending or threatened; , concerning the conduct of the Business prior to the Closing Date or related to this Agreement or the Ancillary Agreements, and (iiiii) maintain such books and records for Reinsurer’s the Seller Parties' examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date orcopying, with respect subject to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy Buyers' ordinary course document retention policies. Access to such books and records in its discretion; provided, however, that shall be at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate the Seller Parties' expense and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s Buyers' or any successor company’s 's business operations. (b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunity, at Ceding Company’s expense, to segregate and remove such books and records as Ceding Company may select. Access to such employees and Books and Records shall not unreasonably interfere with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other provision of this Section 5.10, access to any books and records may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that any request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.