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

Books and Records and Access to Books and Records. (a) As of and following the Effective Time and subject to the Transition Services Agreement, the Administrator shall 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 in 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 accessible by the Ceding Company and its Representatives. [***] (b) During the term of this Agreement, upon any reasonable request from the Ceding Company or its Representatives, the Administrator shall (i) provide to the Ceding Company 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 Administrator or its Affiliates) in the possession or 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 Ceding Company and its Representatives to make copies of any such records, in each case, at no cost to the Administrator or its Representatives. Nothing in this Section 5.2(b) shall require the Administrator to disclose any books, records or other materials to the Ceding Company 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 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 (other than tax records relating to Premium Taxes) 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 Ceding Company 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. Nothing in this Section 5.2(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 reasonable best efforts to enable such information to be furnished or made available to the Administrator 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 Ceding Company to disclose its tax records (other than tax records relating to Premium Taxes) or any personnel or related 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 pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own business. (e) The Administrator shall reasonably cooperate with any Governmental Authority having jurisdiction over the Ceding Company in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.2.

Books and Records and Access to Books and Records. (a) As During the term of and following the Effective Time and subject to the Transition Services this Agreement, the Administrator shall assume responsibility for maintaining 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 in 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, but in any case excluding any books and records relating to Ceding Company 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 shall be or remain the property of the Company and may be destroyed only after the Administrator has given the Company at least sixty (b60) 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 Ceding Company Administrator or its Representativesrepresentatives, the Administrator Company shall (i) provide to the Ceding Company Administrator 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 Effective Time Closing by the Administrator a Party hereto or its Affiliates) in under the possession or control of the Administrator Company pertaining to the Administered Business 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 Administrator Company, and (ii) permit the Ceding Company Administrator and its Representatives representatives to make copies of 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 Agreement. Nothing herein shall require the Company to (i) disclose any information to the Administrator or its Representatives. Nothing in this Section 5.2(b) shall require the Administrator to disclose any books, records or other materials representatives if such information does not pertain directly to the Ceding Company Administered Business 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 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 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 (other than tax records relating to Premium Taxes) 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 Ceding Company 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. Nothing in this Section 5.2(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, including by entering into a customary joint defense agreement contract) or common interest agreement), or require the Ceding Company to (ii) disclose its tax records (other than premium tax records filings relating to Premium Taxesthe Administered Business) or any personnel or related records. (d) records to the Administrator or its representatives. 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 pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance AgreementBusiness. The Administrator shall (i) back up all of its computer files relating to the Administered Business and or otherwise used in the performance of the Services under this Agreement in accordance on a frequency consistent with the back up, business continuation and disaster recovery policies processes and procedures used applied by the Administrator in connection with the administration of to other comparable insurance policies issued 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 own business. (e) general policies and procedures and of Applicable Law. The Administrator shall reasonably cooperate with any Governmental Authority having jurisdiction over the Ceding Company in providing access to the books and records referenced in this Section 5.25.2(a) or (b). The Ceding 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 this Section 5.25.2(a).

Books and Records and Access to Books and Records. (a) As of and following the Effective Time and subject Date, to the Transition Services extent not otherwise maintained by the Administrator under the Reinsurance Agreement, the Administrator shall assume responsibility for maintaining accurate and complete maintain 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 in 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 policies, and (iii) in a format accessible by the Ceding Company and its Representativesrepresentatives. [***]All original books and records with respect to the Administered Business shall be or remain the property of the Company and shall not be destroyed without the consent of the Company; provided, 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. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company or its Representativesrepresentatives, the Administrator shall (i) provide to the 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 Effective Time Date by the Administrator a Party hereto or its Affiliates) in under the possession or control of the Administrator pertaining to the Administered Business; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator, (ii) permit the Company and its representatives to make copies of such records 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. Nothing herein shall require the Administrator to 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 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 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 Effective Date by a Party hereto or its Affiliates) under the control of the Company pertaining to the Administered Business, the 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 Administrator Company, and (ii) permit the Ceding Company Administrator and its Representatives representatives to make copies of any such records, in each case, case at no cost to the Administrator. Nothing herein shall require the Company to disclose any information to the Administrator or its Representatives. Nothing in this Section 5.2(b) shall require the Administrator to disclose any books, records or other materials to the Ceding Company or its Representatives 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 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 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 (other than tax records relating to Premium Taxes) 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 Ceding Company 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. Nothing in this Section 5.2(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, including by entering into a customary joint defense agreement or common interest agreement), contract) or require the Ceding Company to disclose its tax records (other than premium tax records relating to Premium Taxesfilings) or any personnel or related 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 pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance AgreementBusiness. The Administrator shall back up all of its computer files relating to the Administered Business and or otherwise used in the performance of the Services under this Agreement on a daily basis and shall maintain back-up files in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own businessan off-site location. (e) The Administrator shall reasonably cooperate with any Governmental Authority having jurisdiction over the Ceding Company in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.25.2(a) or (b).

Books and Records and Access to Books and Records. (a) As of and following the Effective Time and subject to the Transition Transitional Services Agreement, the Administrator shall 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 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 accessible by the Ceding Company and its Representatives. [***]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 Ceding Company; provided, 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 and shall be permitted to make, retain and use copies of such books and records. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company or its Representatives, the Administrator shall (i) provide to the Ceding Company 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 Administrator or its Affiliates) in the possession or 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 Ceding Company and its Representatives to make copies of 1007063915v4 any such records, in each case, at no cost to the Administrator or its RepresentativesRepresentatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(b6.2(b) shall require the Administrator to disclose any books, records or other materials to the Ceding Company 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 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 (other than tax records relating to Premium Taxes) 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 Ceding Company 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 RepresentativesRepresentatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(c6.2(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 reasonable best efforts to enable such information to be furnished or made available to the Administrator 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 Ceding Company to disclose its tax records (other than tax records relating to Premium Taxes) or any personnel or related 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 pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own 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. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.26.2.

Books and Records and Access to Books and Records. (a) As of and following the Effective Time and subject to the Transition Transitional Services Agreement, the Administrator shall 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 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 accessible by the Ceding Company and its Representatives. [***]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 Ceding Company; provided, 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 and shall be permitted to make, retain and use copies of such books and records. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company or its Representatives, the Administrator shall (i) provide to the Ceding Company 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 Administrator or its Affiliates) in the possession or 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 Ceding Company and its Representatives to make copies of 47182505.8 18 1006845735v24 any such records, in each case, at no cost to the Administrator or its RepresentativesRepresentatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(b6.2(b) shall require the Administrator to disclose any books, records or other materials to the Ceding Company 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 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 (other than tax records relating to Premium Taxes) 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 Ceding Company 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 RepresentativesRepresentatives (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(c6.2(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 reasonable best efforts to enable such information to be furnished or made available to the Administrator 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 Ceding Company to disclose its tax records (other than tax records relating to Premium Taxes) or any personnel or related 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 pertaining to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own business. (e) The Administrator shall reasonably cooperate with any Governmental Authority having jurisdiction over the Ceding Company in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.2.

Books and Records and Access to Books and Records. (a) As of and following the Effective Time and subject to the Transition Services Agreement, the The Administrator shall 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 in respect of the Reinsured Contracts and any documents relating thereto, any communications with any Governmental Authority, complaint logs, billing and collection files, Tax records, files containing actuarial data and all other data used by the Administrator in performance of the Services. Except as set forth on Schedule 5.02(a), but in any case excluding any books and records relating to Ceding Company Services. All 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 accessible by the Ceding Company Companies and its their Representatives. [***]All original books and records with respect to the Administered Business shall be or remain the property of the Ceding Companies; provided, 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; and provided, further, that such books and records may be destroyed after such period only after the Administrator has given the Ceding Companies at least sixty (60) calendar 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 a Ceding Company during such sixty (60)-calendar day period to do so, such Ceding Company will, at its cost and expense, have the right to take possession of such books and records. (b) During the term of this Agreement, upon Upon any reasonable request from the a Ceding Company or its Representatives, the Administrator shall (i) provide to the such Ceding Company 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 Date by the Administrator a Party hereto or its Affiliates) in under the possession or 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 AgreementAgreements; provided that such access shall not unreasonably interfere with the conduct of the business of the Administrator Administrator, and (ii) permit the such Ceding Company and its Representatives to make copies of any such records, in each case, at no cost to the Administrator or its Representatives. Nothing in this Section 5.2(b) herein shall require the Administrator to disclose any books, records or other materials information to the such Ceding Company 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 Administrator or any of its Affiliates is a party) (it being understood that the Administrator shall use commercially reasonable best efforts to enable such information to be furnished or made available to the such 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 (other than tax records relating to Premium Taxes) or any personnel or related records. (c) During The Administrator shall provide the following audit assistance at no additional cost to the Ceding Companies: (x) during each twelve (12) month period during the term of this Agreement, upon one audit by each Ceding Company’s internal auditors and one audit by each Ceding Company’s external auditors; (y) during each twelve (12) month period during the term of this Agreement, up to 75 hours of additional audit or review assistance; and (z) additional internal or external audits as reasonably requested in response to or as a follow-up to the breach of their respective obligations under this Agreement by the Administrator or a Subcontractor; provided, however, that to the extent applicable Law or a Governmental Authority requires an audit in addition to those described above that is wholly or primarily targeted to the Administered Business, the Administrator shall provide additional audit assistance and access with respect to any such audit at no additional cost to the Ceding Companies. For audit assistance beyond the foregoing, the Ceding Companies shall compensate the Administrator, without duplication, for out-of-pocket costs reasonably incurred by the Administrator in connection with providing such assistance; provided that the Administrator will bear such costs if the Ceding Companies request an audit based on supporting evidence provided to the Administrator that the Administrator or any Subcontractor is in material non-compliance with its obligations under this Agreement and such audit reveals such material non-compliance. (d) Upon any reasonable request from the Administrator or its Representatives, the each Ceding Company shall (i) provide to the Administrator and its Representatives reasonable access during normal business hours to the any books and records and other materials (including any such materials developed after the Effective Time Date by the Ceding Company a Party hereto or its Affiliates) in under the possession or control of the such Ceding Company pertaining to the Administered Business and Ceding Company the Services to be provided under this Agreement and the reinsurance to be provided under each of the Reinsurance AgreementAgreements; provided that such access shall not unreasonably interfere with the conduct of the business of the such 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. Nothing in this Section 5.2(c) herein shall require the a Ceding Company to disclose any books, records or other materials information 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 a Ceding Company or any of its Affiliates is a party) (it being understood that the Ceding Company Companies shall use commercially reasonable best efforts to enable such information to be furnished or made available to the Administrator 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 Ceding Company Companies to disclose its their tax records (other than tax records relating to Premium Taxes) or any personnel or related records. (de) 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 pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance AgreementBusiness. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement on a daily basis and shall maintain back-up files in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own businessan off-site location. (ef) The Administrator shall reasonably cooperate with any Governmental Authority having jurisdiction over the a Ceding Company in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.25.02.

Books and Records and Access to Books and Records. (a) As of and following the Effective Time Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and subject to except as provided under the Transition Services Agreement, the Administrator shall 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 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 's record retention procedures and policies and (iii) in a format accessible by the Ceding Company HLIC and its Representatives. [***]. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company HLIC or its Representatives, the Administrator shall (i) provide to the Ceding Company HLIC 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 Administrator a Party hereto or its Affiliates) in under the possession or 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 Ceding Company HLIC and its Representatives to make copies of any such records, in each case, at no cost to the Administrator or its RepresentativesHLIC (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(b) herein shall require the Administrator to disclose any books, records or other materials information to the Ceding Company HLIC 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 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 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 Ceding Company HLIC or its Representatives to occur without so jeopardizing such privilege or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), or require the Administrator to disclose its tax records (other than or tax records relating to Premium Taxes) 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, the Ceding Company HLIC 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 a Party hereto or its Affiliates) in under the possession or control of the Ceding Company HLIC or any of its Affiliates pertaining to the Administered Business and Ceding Company 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 Ceding CompanyHLIC, and (ii) permit the Administrator and its Representatives to make copies of any such records, in each case case, at no cost to the Ceding Company or its RepresentativesAdministrator (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(c) herein shall require the Ceding Company HLIC to disclose any books, records or other materials information 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 Applicable Law or any Contract (including any confidentiality agreement to which the Ceding Company HLIC or any of its Affiliates is a party) (it being understood that the Ceding Company HLIC shall use 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 to occur without so jeopardizing such privilege or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), ) or require the Ceding Company HLIC to disclose its tax records (other than tax records relating to Premium Taxesexcept as otherwise provided under the Purchase Agreement or Article XVI of this Agreement) or any personnel or related records. (d) The Administrator Parties 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 applicable Party or its Affiliates pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own businessBusiness. (e) The Administrator shall reasonably cooperate with any Governmental Authority Body having jurisdiction over the Ceding Company HLIC in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.26.02.

Books and Records and Access to Books and Records. (a) As of and following the Effective Time Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and subject to except as provided under the Transition Services Agreement, the Administrator shall 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 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 accessible by the Ceding Company I▇▇ and its Representatives. [***]. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company I▇▇ or its Representatives, the Administrator shall (i) provide to the Ceding Company I▇▇ 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 Administrator a Party hereto or its Affiliates) in under the possession or 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 Ceding Company I▇▇ and its Representatives to make copies of any such records, in each case, at no cost to the Administrator or its RepresentativesI▇▇ (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(b) herein shall require the Administrator to disclose any books, records or other materials information to the Ceding Company I▇▇ 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 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 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 Ceding Company I▇▇ or its Representatives to occur without so jeopardizing such privilege or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), or require the Administrator to disclose its tax records (other than or tax records relating to Premium Taxes) 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, the Ceding Company I▇▇ 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 a Party hereto or its Affiliates) in under the possession or control of the Ceding Company I▇▇ or any of its Affiliates pertaining to the Administered Business and Ceding Company 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 Ceding CompanyI▇▇, and (ii) permit the Administrator and its Representatives to make copies of any such records, in each case case, at no cost to the Ceding Company or its RepresentativesAdministrator (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(c) herein shall require the Ceding Company I▇▇ to disclose any books, records or other materials information 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 Applicable Law or any Contract (including any confidentiality agreement to which the Ceding Company I▇▇ or any of its Affiliates is a party) (it being understood that the Ceding Company I▇▇ shall use 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 to occur without so jeopardizing such privilege or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), ) or require the Ceding Company I▇▇ to disclose its tax records (other than tax records relating to Premium Taxesexcept as otherwise provided under the Purchase Agreement or Article XVII of this Agreement) or any personnel or related records. (d) The Administrator Parties 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 applicable Party or its Affiliates pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own businessBusiness. (e) The Administrator shall reasonably cooperate with any Governmental Authority Body having jurisdiction over the Ceding Company I▇▇ in providing access to the books and records referenced in this Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.26.02.

Books and Records and Access to Books and Records. (a) As of and following the Effective Time Time, to the extent not otherwise maintained by the Administrator under the Reinsurance Agreement and subject to except as provided under the Transition Services Agreement, the Administrator shall 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 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 performance of the Services, but in any case excluding any books and records relating to Ceding Company 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 's record retention procedures and policies and (iii) in a format accessible by the Ceding Company ILA and its Representatives. [***]. (b) During the term of this AgreementAgree▇▇▇t, upon any reasonable request from the Ceding Company ILA or its Representatives, the Administrator shall (i) provide to the Ceding Company ▇▇ ILA and its Representatives reasonable access during normal business busi▇▇▇s hours to the books and records and other materials (including any such materials developed after the Effective Time by the Administrator a Party hereto or its Affiliates) in under the possession or 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 Ceding Company ILA and its Representatives to make copies of any such records, in each e▇▇▇ case, at no cost to the Administrator or its RepresentativesILA (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(b) ▇▇▇ein shall require the Administrator to disclose any books, records or other materials information to the Ceding Company ILA or its Representatives if such disclosure would jeopardize any a▇▇ attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable 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 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 Ceding Company ILA or its Representatives to occur without so jeopardizing such privilege priv▇▇▇ge or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), or require the Administrator to disclose its tax records (other than or tax records relating to Premium Taxes) 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, the Ceding Company ILA shall (i) provide to the Administrator and its Representatives Representativ▇▇ 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 a Party hereto or its Affiliates) in under the possession or control of the Ceding Company ILA or any of its Affiliates pertaining to the Administered Business Busi▇▇▇s and Ceding Company 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 Ceding CompanyILA, and (ii) permit the Administrator and its Representatives to make t▇ ▇ake copies of any such records, in each case case, at no cost to the Ceding Company or its RepresentativesAdministrator (other than for reasonable out-of-pocket expenses). Nothing in this Section 5.2(c) herein shall require the Ceding Company ILA to disclose any books, records or other materials information to the Administrator or its Representatives Repr▇▇▇ntatives 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 any Contract (including any confidentiality agreement to which the Ceding Company ILA or any of its Affiliates is a party) (it being understood that the Ceding Company th▇▇ ILA shall use commercially reasonable best efforts to obtain waivers ▇▇ 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 to occur without so jeopardizing such privilege or contravening such applicable Law Applicable Law, Court Order or Contract, including by entering into a customary joint defense agreement or common interest agreement), ) or require the Ceding Company ILA to disclose its tax records (other than tax records relating to Premium Taxesexcept as otherwise provided un▇▇▇ the Purchase Agreement or Article XVII of this Agreement) or any personnel or related records. (d) The Administrator Parties 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 applicable Party or its Affiliates pertaining that pertain to the Administered Business and the Services to be provided under this Agreement and the reinsurance to be provided under the Reinsurance Agreement. The Administrator shall back up all of its computer files relating to the Administered Business and otherwise used in the performance of the Services under this Agreement in accordance with the back up, business continuation and disaster recovery policies and procedures used by the Administrator in connection with the administration of insurance policies issued by the Administrator for the Administrator’s own businessBusiness. (e) The Administrator shall reasonably cooperate with any Governmental Authority Body having jurisdiction over the Ceding Company ILA in providing access to the books and records referenced in this t▇▇▇ Section 5.2. The Ceding Company shall cooperate with any Governmental Authority having jurisdiction over the Administrator in providing access to the books and records referenced in this Section 5.26.02.