Common use of Regulatory Compliance and Reporting Clause in Contracts

Regulatory Compliance and Reporting. At the Company’s reasonable request, during the term of this Administrative Services Agreement, the Administrator shall (a) provide the Company with information with respect to the Business that the Administrator possesses, as is reasonably required to satisfy any requirements imposed by any Governmental Entity, (b) prepare reports and summaries, including statistical summaries and certifications, as are reasonably required to satisfy any requirements imposed by a Governmental Entity upon the Company with respect to the Business, (c) file, or provide to the Company to file if required by Law, any filings required to be made with any Governmental Entity that relate to the Business, and (d) assist and cooperate with the Company in a commercially reasonably manner in connection with any market conduct, financial or other Governmental Entity examinations to the extent related to the Business. With respect to any Governmental Entity report or filing the Administrator is obligated to file, the Administrator shall provide a draft of such report or filing to the Company as soon as possible but no later than fifteen (15) days prior to any submission deadline in order for the Company to review and revise such report or filing, as necessary, and shall periodically provide the Company with additional updated drafts that include all material changes prior to such submission deadline; provided that, the Administrator shall submit a substantially final draft to the Company no later than one (1) day prior to such report or filing’s deadline; and provided further, that if the time frame for submission of the report makes the Company’s prior review impractical, the Administrator shall work cooperatively with the Company to permit the Company to fulfill its legal and fiduciary obligations with respect to the filing of such report. The Administrator shall notify the Company of any required filing that may be filed in an untimely manner. 11 This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.

Regulatory Compliance and Reporting. At Subject to Section 2.3, upon the timely and reasonable request of the Company’s reasonable request, during the term of this Administrative Services Agreement, the Administrator shall (a) provide to the Company with such information with respect to the Business that LBL Contracts and the Administrator possesses, Vermont Captive Contracts as is reasonably required to enable the Company timely to comply with regulatory and financial reporting requirements applicable to the Company from time to time, other than such regulatory and financial reporting requirements that are required because the Company or its Affiliates are subject to non-U.S. legal or regulatory requirements and industry standards. Without limiting the foregoing, the Administrator shall provide the reports and information set forth on Schedule A within the timeframes indicated therein. In addition, and without limiting the Administrator’s obligation to provide the Administrative Services hereunder, upon the timely and reasonable request of the Company, the Administrator shall promptly provide to the Company copies of all existing records relating to the Administered Business (including, with respect to records maintained in machine readable form, hard copies) that are reasonably necessary to satisfy any requirements imposed by Applicable Law or any Governmental Entity, (b) prepare reports and summaries, including statistical summaries and certifications, as are reasonably required to satisfy any requirements imposed by a Governmental Entity upon the Company with respect to the Administered Business, . All (ci) file, or provide such information and (ii) such records furnished in the ordinary course of business relating to the Company Administered Business shall be furnished at the Administrator’s sole cost and expense. Without limiting the generality of the foregoing, upon the timely and reasonable request of the Company, the Administrator shall promptly prepare and furnish to file if required by LawGovernmental Entities, any filings required to be made with any Governmental Entity that relate to the Business, and (d) assist and cooperate with the Company in a commercially reasonably manner in connection with any market conduct, financial or other Governmental Entity examinations to the extent permitted by Applicable Law, all reports and related summaries (including, statistical summaries), certificates of compliance and other reports required or requested by any such Governmental Entity with respect to the Administered Business, other than such reports, summaries and certificates that are required or requested because the Company or its Affiliates are subject to non-U.S. legal or regulatory requirements and industry standards. With Without limiting the foregoing: (i) As soon as practicable but not more than ten (10) Business Days after the end of each month that this Agreement is in effect (or, with respect to any Governmental Entity report or filing January, within fifteen (15) Business Days after the Administrator is obligated to fileend of such month), the Administrator shall provide a draft of such report or filing to the Company reports and summaries of transactions (and upon the reasonable request of the Company, detailed supporting records) related to the LBL Contracts and the Vermont Captive Contracts as may be reasonably required for use in connection with the preparation of the Company’s GAAP financial statements (or any consolidated GAAP financial statements of the Company or its Affiliates, as applicable), including all premiums received and all benefits paid. The Parties shall cooperate in good faith to establish the manner for the providing of such reports. (ii) As soon as possible practicable but no later not more than fifteen twelve (1512) days prior to any submission deadline Business Days after the end of each calendar quarter that this Agreement is in order for effect, (or more frequently as mutually agreed by the Company to review and revise such report or filing, as necessary, and shall periodically provide the Company with additional updated drafts that include all material changes prior to such submission deadline; provided thatParties), the Administrator shall submit a substantially final draft timely provide to the Company no later than one reports and summaries of transactions (1) day prior to such report or filing’s deadline; and provided further, that if upon the time frame for submission reasonable request of the report makes Company, detailed supporting records) related to the LBL Contracts and the Vermont Captive Contracts as may be reasonably required for use in connection with the preparation of the Company’s prior review impracticalstatutory financial statements, U.S. tax returns and other required U.S. financial reports and to comply with the requirements of the U.S. regulatory authorities having jurisdiction over the Company (or any consolidated statutory financial statements, U.S. tax returns or other U.S. financial reports of the Company or its Affiliates, as applicable), including all premiums received and all benefits paid. The Parties shall cooperate in good faith to establish the manner for the providing of such reports. (iii) The Administrator shall promptly provide notice to the Company of any changes in the reserve methodology used by the Administrator in calculating statutory reserves for the LBL Contracts and the Vermont Captive Contracts. (iv) Within thirty (30) Business Days after each calendar year end (or such longer time as may be agreed by the Parties) that this Agreement is in effect, the Administrator shall work cooperatively with provide to the Company an actuarial analysis of statutory reserves for the LBL Contracts and the Vermont Captive Contracts, reasonably adequate to permit support opinions prepared according to accepted actuarial standards of practice to be issued by the Company to fulfill its legal Company, and fiduciary obligations with respect to the filing of such reportas otherwise required for regulatory reporting purposes. The Administrator shall notify also provide supporting documentation as reasonably requested by the Company or as required by Governmental Entities or actuarial standards of practice. In the event that Applicable Law imposes (a) a legal requirement on the Administrator, in its capacity as reinsurer under the Reinsurance Agreement or administrator under this Agreement, to provide an actuarial opinion as to the adequacy of statutory reserves for the LBL Contracts or the Vermont Captive Contracts, or (b) a legal requirement on the Company to obtain such an actuarial opinion from the Administrator in any such capacity, the Administrator shall timely provide such opinion directly to the applicable Governmental Entity in substantially the form required filing that may be filed in an untimely manner. 11 This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.by Applicable Law.

Regulatory Compliance and Reporting. At Subject to Section 2.3, upon the timely and reasonable request of the Company’s reasonable request, during the term of this Administrative Services Agreement, the Administrator shall (a) provide to the Company with such information with respect to the Business that LBL Contracts and the Administrator possesses, Vermont Captive Contracts as is reasonably required to enable the Company timely to comply with regulatory and financial reporting requirements applicable to the Company from time to time, other than such regulatory and financial reporting requirements that are required because the Company or its Affiliates are subject to non-U.S. legal or regulatory requirements and industry standards. Without limiting the foregoing, the Administrator shall provide the reports and information set forth on Schedule A within the timeframes indicated therein. In addition, and without limiting the Administrator’s obligation to provide the Administrative Services hereunder, upon the timely and reasonable request of the Company, the Administrator shall promptly provide to the Company copies of all existing records relating to the Administered Business (including, with respect to records maintained in machine readable form, hard copies) that are reasonably necessary to satisfy any requirements imposed by Applicable Law or any Governmental Entity, (b) prepare reports and summaries, including statistical summaries and certifications, as are reasonably required to satisfy any requirements imposed by a Governmental Entity upon the Company with respect to the Administered Business, . All (ci) file, or provide such information and (ii) such records furnished in the ordinary course of business relating to the Company Administered Business shall be furnished at the Administrator’s sole cost and expense. Without limiting the generality of the foregoing, upon the timely and reasonable request of the Company, the Administrator shall promptly prepare and furnish to file if required by LawGovernmental Entities, any filings required to be made with any Governmental Entity that relate to the Business, and (d) assist and cooperate with the Company in a commercially reasonably manner in connection with any market conduct, financial or other Governmental Entity examinations to the extent permitted by Applicable Law, all reports and related summaries (including statistical summaries), certificates of compliance and other reports required or requested by any such Governmental Entity with respect to the Administered Business, other than such reports, summaries and certificates that are required or requested because the Company or its Affiliates are subject to non-U.S. legal or regulatory requirements and industry standards. With Without limiting the foregoing: (i) As soon as practicable but not more than ten (10) Business Days after the end of each month that this Agreement is in effect (or, with respect to any Governmental Entity report or filing January, within fifteen (15) Business Days after the Administrator is obligated to fileend of such month), the Administrator shall provide a draft of such report or filing to the Company reports and summaries of transactions (and upon the reasonable request of the Company, detailed supporting records) related to the LBL Contracts and the Vermont Captive Contracts as may be reasonably required for use in connection with the preparation of the Company’s GAAP financial statements (or any consolidated GAAP financial statements of the Company or its Affiliates, as applicable), including all premiums received and all benefits paid. The Parties shall cooperate in good faith to establish the manner for the providing of such reports. (ii) As soon as possible practicable but no later not more than fifteen twelve (1512) days prior to any submission deadline Business Days after the end of each calendar quarter that this Agreement is in order for effect, (or more frequently as mutually agreed by the Company to review and revise such report or filing, as necessary, and shall periodically provide the Company with additional updated drafts that include all material changes prior to such submission deadline; provided thatParties), the Administrator shall submit a substantially final draft timely provide to the Company no later than one reports and summaries of transactions (1) day prior to such report or filing’s deadline; and provided further, that if upon the time frame for submission reasonable request of the report makes Company, detailed supporting records) related to the LBL Contracts and the Vermont Captive Contracts as may be reasonably required for use in connection with the preparation of the Company’s prior review impracticalstatutory financial statements, U.S. tax returns and other required U.S. financial reports and to comply with the requirements of the U.S. regulatory authorities having jurisdiction over the Company (or any consolidated statutory financial statements, U.S. tax returns or other U.S. financial reports of the Company or its Affiliates, as applicable), including all premiums received and all benefits paid. The Parties shall cooperate in good faith to establish the manner for the providing of such reports. (iii) The Administrator shall promptly provide notice to the Company of any changes in the reserve methodology used by the Administrator in calculating statutory reserves for the LBL Contracts and the Vermont Captive Contracts. (iv) Within thirty (30) Business Days after each calendar year end (or such longer time as may be agreed by the Parties) that this Agreement is in effect, the Administrator shall work cooperatively with provide to the Company an actuarial analysis of statutory reserves for the LBL Contracts and the Vermont Captive Contracts, reasonably adequate to permit support opinions prepared according to accepted actuarial standards of practice to be issued by the Company to fulfill its legal Company, and fiduciary obligations with respect to the filing of such reportas otherwise required for regulatory reporting purposes. The Administrator shall notify also provide supporting documentation as reasonably requested by the Company or as required by Governmental Entities or actuarial standards of practice. In the event that Applicable Law imposes (a) a legal requirement on the Administrator, in its capacity as reinsurer under the Reinsurance Agreement or administrator under this Agreement, to provide an actuarial opinion as to the adequacy of statutory reserves for the LBL Contracts or the Vermont Captive Contracts, or (b) a legal requirement on the Company to obtain such an actuarial opinion from the Administrator in any such capacity, the Administrator shall timely provide such opinion directly to the applicable Governmental Entity in substantially the form required filing that may be filed in an untimely manner. 11 This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.by Applicable Law.