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 Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing DateDate (or, Ceding Company and its Affiliates shall: in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) allow Reinsurer, through its Representatives, upon reasonable required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and during normal business hoursshall cause the Company, the rightto permit Seller and its authorized Representatives, at ReinsurerSeller’s sole cost and expense, to examine have reasonable access and make copies duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any books Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and records related Buyer shall have no obligation to the Business provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which are retained by Ceding Company Buyer or any of its Affiliates (including the Books and Records set forth Company) is a party or is subject, (2) result in Schedule 5.7) for any reasonable business purpose, a loss of the ability to successfully assert a claim of privilege (including the preparation attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or examination of Reinsurer’s any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax ReturnsReturn which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, regulatory for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its authorized Representatives, to interview Ceding Companyat Buyer’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory sole cost 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 have reasonable access 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 duplication rights during normal business operations. (b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representativeshours, upon reasonable prior written notice and during normal business hours the right to examine and make copiesSeller, 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 information described 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 (iiiSection 5.8(a) 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 such access may be reasonably required in connection with (i) the preparation of any request by either party for post-Closing access would not violate Applicable Law Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to privacy the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a waiver were obtained from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver.party or is subject,

Post-Closing Access. (a) Following From and after the Closing DateClosing, Ceding the Purchaser shall, and shall cause the Company and its Affiliates shall: Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (i) allow Reinsurerfor the purpose of examining and copying), through its Representatives, upon reasonable prior written notice and during normal business hours, to the rightbooks and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at Reinsurerthe Representative’s sole cost and expense, to examine and make copies of any ) such material books and records related to the Business or any portion thereof which are retained by Ceding Company intended to be destroyed, altered 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-disposed 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 Without limiting the Closing Dateobligations set forth in Section 8.1, Ceding Company following the Closing, each party hereto agrees that it will cooperate with and its Affiliates shall: make available to the other party, during normal business hours and upon reasonable notice, (i) allow Reinsurerall books, through its Representatives, upon reasonable prior written notice records and during normal business hours, the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records other documents related to the Business or the Longhorn Entities, (ii) information related to the Business or the Longhorn Entities and (iii) Longhorn Employees (without substantial disruption of employment), in each case retained by such party and remaining in existence after the Closing which are retained by Ceding Company necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any of its Affiliates (including the Books other matter requiring any such books and Records set forth in Schedule 5.7) records and other documents, information or employees for any reasonable business purpose. The party requesting any such books and records and other documents, including information or employees shall bear all of the preparation out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records and other documents, information or examination employees or the Longhorn Entities. All information received pursuant to this Section 9.2 shall be kept confidential by the party obtaining such information, subject to any disclosure that is required to be made by such party in order to comply with applicable Legal Requirements or the rules or regulations of Reinsurerany securities exchange upon which its securities are traded. Seller also agrees that it will take appropriate measures to ensure that following the Closing its employees no longer have access to Books and Records or to any books and records, and information or documents related to the Business or the Longhorn Entities that are retained by Seller, except to the extent such books, records, documents or information also reasonably relate to the business of Seller and to the extent such access is necessary to perform Seller’s Tax Returnsobligations under this Agreement. (b) Seller shall, regulatory and statutory filingsshall use its commercially reasonable efforts to cause its Representatives to, responses provide customary representations to regulatory inquiries auditors and any additional financial statements; information and assistance in connection therewith as may be reasonably requested by Buyer or its Affiliates in connection with any filing with the Securities and Exchange Commission undertaken by Buyer or its Affiliates that includes financial statements of the Business. Seller shall use its commercially reasonable efforts to cause its Representatives to assist and cooperate in good faith with Buyer and its Affiliates in preparing audited financial statements of the Business for the stub period ending on the Closing Date, including, if applicable, providing (iia) allow Reinsurerreasonable access to the auditors, through its Representativesauditor workpapers (to the extent permitted by the auditors preparing same), to interview Ceding Company’s employees for employees, books and records, and any reasonable business purpose financial data reasonably requested by Buyer 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 customary representation letters to auditors. Seller's reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, out 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 (including auditors fees that are pre-approved by Buyer) in connection complying 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 9.2(b) shall be denied reimbursed 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 waiverBuyer promptly following receipt of an invoice therefor.

Post-Closing Access. (a) Following Each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to (i) the Business or any Transferred Subsidiary for any pre-Closing period (or pre-Delayed Closing Period with respect to Initial Purchased Assets transferred at the Delayed Closing) or (ii) the Later Purchased Assets for any applicable pre-Later Closing period, for not less than six (6) years after the Closing Date (or Later Closing Date, Ceding Company as the case may be), or for any longer period as may be (x) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (y) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials. (b) From and after the Closing (with respect to the Initial Assets and Initial Assumed Liabilities transferred or assumed at the Closing), the Delayed Closing (with respect to the Initial Purchased Assets and Initial Assumed Liabilities transferred or assumed at the Delayed Closing) or the applicable Later Closing (with respect to the Later Purchased Assets and the Later Assumed Liabilities), for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall: (i) allow Reinsurershall provide Parent and its Affiliates and its and their authorized Representatives copies, through its Representativesat Parent’s sole expense, upon reasonable prior written notice and during normal business hours, the right, at Reinsurer’s sole cost and expenseupon reasonable prior notice to Buyer, to examine and make the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation 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 purposeTax Return, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; , accounting records, audits or SEC obligations, (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose Action pending or threatened relating to the Business, including the preparation Purchased Assets (other than with respect to Actions or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or 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 orcompliance with applicable Law or Governmental Orders, 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 each case except to the Business. Access to extent such employees and books and records shall not access would unreasonably interfere with Ceding Company’s or disrupt 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 businesses or operations of Buyer or its Representatives to interview Reinsurer’s employees specifically dedicated Affiliates or to the Business in connection extent necessary to (x) ensure compliance with Ceding Company’s preparation any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of (z) comply with 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 Recordscontractual confidentiality obligations. (c) Notwithstanding any other provision of this From and after the Closing, for so long as such information is retained pursuant to Section 5.105.16(a), access Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to any books and records may be denied by either party if such party is required under Applicable Law relating Parent, to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any request Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by either party for post-Closing this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent such access would not violate Applicable Law relating unreasonably interfere with or disrupt any of the businesses or operations of Parent or its Affiliates or except to privacy if a waiver were obtained from a Contract Ownerthe extent necessary to (x) ensure compliance with any applicable Law, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver(y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.

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 the Company and each of the Transferred Subsidiaries (i) relating to information (including employment, medical and immigration records) regarding the Company Employees or relating to the Tax Returns of, or that include, the Company 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 Transition Services Agreement or any other agreement between Seller and its Affiliates, on the one hand, and the Company or either 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 (or shall cause its RepresentativesAffiliates to allow) Seller and its Affiliates, 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 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 enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that the auditors and (iii) maintain 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 books Person has entered into reasonable and records for Reinsurer’s examination customary access and copying until at least confidentiality agreements in form and substance acceptable to such auditors or accountants. In the later event that disclosing information would violate any obligation of the sixth (6th) anniversary Purchaser or any of the Closing Date or, its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Seller delivers confidentiality undertakings reasonably satisfactory to Purchaser. (c) After the Closing, Seller shall allow (or shall cause its Affiliates to allow) Purchaser and its Affiliates, upon reasonable prior notice and during regular business hours and subject to compliance with all Tax books and recordsapplicable Laws (including privacy Laws), 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 opportunityright, at ReinsurerPurchaser’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 copiescopies of any books, at Ceding Company’s expensedata, files, information, records, documents, correspondence and other materials of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through Seller or its Representatives to interview Reinsurer’s employees specifically dedicated Affiliates relating to the Business in connection with Ceding Company’s Company or the Transferred Subsidiaries for any reasonable non-competitive business purpose, including the preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statements, the conduct of any litigation or Ceding Company’s the conduct of any regulatory, contract holdercontractholder, participant or other dispute resolution (whether pending or threatened) and the enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that the auditors and independent accountants of Seller 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. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller. (d) Purchaser agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of the Company and each of the Transferred Subsidiaries existing as of the Closing Date, it will (and will cause each of the Company and the Transferred Subsidiaries and any other Affiliates of 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 Records other records for Ceding Company’s examination and copying until by Seller (such copying to be at the expense of Seller) for six (6) years following the Closing (or for a longer period if required by applicable Law); provided that after such six-year (or other) 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, at which time and at the later option and expense of the sixth Seller, Purchaser shall deliver such books, data, files, information, records, documents, correspondence and other materials to Seller. (6the) anniversary of the Closing Date orSeller agrees that, with respect to all Tax books and original books, data, files, information, records, until sixty documents, correspondence and other materials of Seller and its Affiliates (60other than the Company and the Transferred Subsidiaries) days relating to the Company and any Transferred Subsidiary existing as of the Closing Date, it will (and will cause each of its Affiliates 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 Seller from time to time with respect to its other businesses and that are customary for similar businesses and (iii) make such books, data, files, information and other records available for examination and copying by Purchaser (such copying to be at the expense of Purchaser) for the periods required by the preservation and retention policies described in clause (ii) (or for a longer period if required by applicable Law); provided that after the expiration such retention period, Seller shall use its reasonable best efforts to provide Purchaser with at least ninety (90) days’ written notice prior to destroying or disposing of any period imposed by Applicable Law after which Reinsurer may destroy such books books, data, files, information and records in its discretion; provided, however, that at any time prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunityother records, at Ceding Company’s expensewhich time and at the option and expense of Purchaser, Seller shall deliver such books, data, files, information, records, documents, correspondence and other materials 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 RecordsPurchaser. (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 From the Closing Dateuntil the first anniversary of the Closing, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior written notice notice, Geron shall afford BioTime’s and BAC’s officers and other authorized representatives reasonable access, during normal business hours, the right, at Reinsurerto Geron’s sole cost and expense, to examine and make copies of any books and records related (or portions thereof) pertaining solely to the Business which are retained by Ceding Company Contributed Geron Assets and the Geron Assumed Liabilities (provided that such access does not unreasonably interfere with the ongoing business or any operations of its Affiliates (including the Books Geron) 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, Geron shall furnish to interview Ceding Company’s employees for any reasonable business purpose relating to BioTime and BAC such readily available information concerning the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements Contributed Geron Assets and the conduct Geron Assumed Liabilities as BioTime or BAC may reasonably request, in each case, for the purpose of any litigation relating enabling BioTime and BAC 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, comply with Legal Requirements 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 discretionTaxes; 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 Geron shall not unreasonably interfere with Ceding Company’s be required pursuant to this Agreement to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of Geron could (A) result in the disclosure of any trade secrets, (B) jeopardize protections afforded Geron under the attorney-client privilege or the attorney work product doctrine, (C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any successor company’s business operations. Contract, or (bD) Following interfere in any material respect with 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, conduct 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 business 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 discretionGeron; provided, however, that at any time prior in the case of information as to such destruction Reinsurer shall give Ceding Company which Geron is bound by a reasonable opportunitycontractual obligation of non-disclosure, 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 Geron shall use all commercially reasonable efforts to obtain such permission to disclose the information to BioTime, provided that BioTime agrees to enter into a waiverconfidentiality agreement acceptable to the applicable third party. (b) Notwithstanding the foregoing, Geron shall not be required to (i) take any action that would or could reasonably be expected to subject it or any of its directors or officers to actual or potential Liability, or (ii) bear any cost or expense relating to the matters contemplated by this Section 7.1. BioTime shall, promptly upon request by Geron, reimburse Geron for all costs, including all fees and expenses of counsel and other advisors, incurred by Geron in connection with the matters contemplated by this Section 7.1.

Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, Ceding Company or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials. (b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall: (i) allow Reinsurershall provide Parent and its Affiliates and its and their authorized Representatives copies, through its Representativesat Parent’s sole expense, upon reasonable prior written notice and during normal business hours, the right, at Reinsurer’s sole cost and expenseupon reasonable prior notice to Buyer, to examine and make the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation 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 purposeTax Return, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; , accounting records, audits or SEC obligations, (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose Action pending or threatened relating to the Business, including the preparation Purchased Assets (other than with respect to Actions or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or 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 orcompliance with applicable Law or Governmental Orders, 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 each case except to the Business. Access to extent such employees and books and records shall not access would unreasonably interfere with Ceding Company’s or disrupt 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 businesses or operations of Buyer or its Representatives to interview Reinsurer’s employees specifically dedicated Affiliates or to the Business in connection extent necessary to (x) ensure compliance with Ceding Company’s preparation any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of (z) comply with 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 Recordscontractual confidentiality obligations. (c) Notwithstanding any other provision of this From and after the Closing, for so long as such information is retained pursuant to Section 5.105.16(a), access Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to any books and records may be denied by either party if such party is required under Applicable Law relating Parent, to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any request Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by either party for post-Closing this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent such access would not violate Applicable Law relating unreasonably interfere with or disrupt any of the businesses or operations of Parent or its Affiliates or except to privacy if a waiver were obtained from a Contract Ownerthe extent necessary to (x) ensure compliance with any applicable Law, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiver(y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.

Post-Closing Access. (a) Following the Closing Date, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, The Purchaser shall upon reasonable prior written notice afford to the Sellers, their Affiliates and their representatives reasonable access (including the right to copy), without charge, 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 Acquired Assets, the Books and Records relating thereto, any employee and any third party who maintains or controls any of the foregoing for the Purchaser or its Subsidiaries, all as may be reasonably requested by Ceding Company the Parent or any of its Affiliates in order to enable the Sellers to (i) prepare the Final Closing Statement and participate in the resolution of any disputes relating thereto; (ii) permit the performance of any covenants required to be performed under this Agreement and the Ancillary Agreements after the Closing Date by the Sellers; (iii) permit the preparation of any Tax Return or other document required to be filed with any Governmental Authority; (iv) respond to any proceeding or to any claim made, or to any request for information, by any Governmental Authority or any other Person, including any Cardholder with respect to matters that may constitute Excluded Liabilities; and (v) permit the processing of or response to any claim made under this Agreement or the Ancillary Agreements, and the Purchaser shall reasonably cooperate with the Sellers, if requested, in connection with the foregoing. Without limiting the foregoing, it is acknowledged and agreed that, in connection with the performance by the Parent of its servicing obligations with respect to the Accounts following the Closing Date pursuant to the Servicing Agreement, the Books and Records set forth shall be maintained and utilized by the Parent and its Affiliates in Schedule 5.7) for any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory such capacity 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 be physically delivered to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer a new location 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 Each of Seller and Buyer shall, and Seller shall cause its Affiliates (other than the Transferred Subsidiaries) to, and Buyer shall cause its Affiliates to, preserve and keep all books and records and all information relating to the accounting, legal, Tax, regulatory, business and financial affairs that are retained by Seller or any Affiliates or are obtained by Buyer or any Affiliates, as the case may be, which information relates to the Devices & Services Business, for not less than six (6) years after the Closing Date, Ceding Company and its Affiliates shall: or for any longer period as may be (i) allow Reinsurerrequired by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such books, through its Representatives, upon reasonable prior records or information. Each of Seller and Buyer shall provide the other with written notice sixty (60) Business Days prior to transferring, destroying, or discarding the last copy of any records, books, work papers, reports, correspondence and during normal business hours, other similar materials and the other parties shall have the right, at Reinsurer’s sole cost and its expense, to examine and make copies of copy or take 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 purposesuch materials, 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 such other party provides written notice stating its intent to copy or take such destruction Ceding Company shall give Reinsurer a reasonable opportunitymaterials no later than thirty (30) Business Days after having received notice that such materials are to be transferred, at Reinsurer’s expensedestroyed, 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 operationsdiscarded. (b) Following the Closing DateClosing, Reinsurer shall: (i) allow Ceding Companyfor so long as such information is retained by Buyer in accordance with Section 5.6(a), through Buyer and its RepresentativesAffiliates shall provide Seller and its Affiliates and its and their authorized Representatives copies at Seller’s sole expense during normal business hours, upon reasonable prior written notice and during normal business hours to Buyer, to the right information described in Section 5.6(a) to examine and make copiesthe extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, at Ceding Company’s expenseaccounting records or with any audits or similar proceedings, 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 any Action relating to the Business in connection with Ceding Company’s preparation Purchased Assets, Assumed Liabilities or examination any of Tax Returnsthe Transferred Subsidiaries or the Devices & Services Business, regulatory and statutory filings(iii) any Governmental Filing, responses to regulatory inquiries and financial statements, (iv) the prosecution or Ceding Company’s conduct defense of any regulatory, contract holder, participant audit or other dispute resolution whether Action that is then pending or threatened; and , (iiiv) maintain such Books and Records for Ceding Company’s examination and copying until at least the later of the sixth compliance with this Agreement or (6thvi) anniversary of the Closing Date or, compliance 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 Recordsapplicable Law. (c) Notwithstanding any other provision of this Following the Closing, for so long as such information is retained by Seller or its Affiliates in accordance with Section 5.105.6(a), access Seller shall provide Buyer and its authorized Representatives copies at Buyer’s sole expense during normal business hours, upon reasonable prior notice to any books and records may be denied by either party if such party is required under Applicable Law relating Seller, to privacy issues to deny such access, or to protect attorney-client privilege or attorney work product; provided, however, that the information described in Section 5.6(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any request by either party for post-Closing access would not violate Applicable Law Tax Return, accounting records or with any audits or similar proceedings,(ii) any Action relating to privacy if a waiver were obtained from a Contract Ownerthe Purchased Assets, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiverAssumed Liabilities, the Transferred Subsidiaries or the Devices & Services Business, (iii) any Governmental Filing, (iv) the prosecution or defense of any audit or Action that is then pending or threatened (v) compliance with this Agreement or (v) compliance with applicable Law.

Post-Closing Access. (aSubject to applicable Law and subject to Section 8.10(c) Following and the Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Closing and until the earlier of seven (7) years from the Closing Date and the date such Information would be destroyed in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date, Ceding Company Seller and Buyer, on behalf of itself and its Affiliates shall: Subsidiaries (i) allow Reinsurerincluding, through its Representatives, upon reasonable prior written notice and during normal business hoursin the case of Buyer following the Closing, the rightVantive Group Entities), at Reinsurer’s sole cost shall retain, or cause to be retained, in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date and expenseshall provide or make available, or cause to be provided or made available, to examine and make copies the other Party or its applicable Subsidiaries as promptly as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of any books and records related to the Business which are retained by Ceding Company such Party or any of its Affiliates Subsidiaries to the extent that (including i) such Information (A) relates to or is necessary for the Books and Records set forth in Schedule 5.7operation of the Business, or relates to any Transferred Asset or Assumed Liability, if a Vantive Group Entity is the requesting Party, or (B) relates to or is necessary for the operation of the Retained Business, or relates to any reasonable business purposeExcluded Assets or Excluded Liability, including if Seller is the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statementsrequesting Party; (ii) allow Reinsurer, through such Information is required by the requesting Party to comply with its Representatives, (or its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Agreement or any other agreement to interview Ceding Company’s employees for which the requesting Party or any reasonable business purpose relating to the Business, including the preparation of its Subsidiaries is a party or examination any of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business, its respective properties or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatenedassets are bound; and (iii) maintain such books and records for Reinsurer’s examination and copying until at least Information is required by the later requesting Party to comply with any obligation imposed by applicable Law or any Governmental Entity; or (iv) such Information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the sixth (6thother Party or any of its Subsidiaries under any guarantees and other obligations that have not been fully novated, replaced and/or transferred to such other Party or its applicable Subsidiaries in accordance with Section 4.22(a) anniversary of the Closing Date oror Section 4.22(b), 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 discretionas applicable; provided, however, that, in the event that at the Party to which the request has been made determines that any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunityprovision of Information could be commercially detrimental, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay violate 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 Law or agreement (including 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, obligations 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 statementsconfidentiality), or Ceding Company’s conduct of waive 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; providedprivilege, however, that to then 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 Parties shall use all commercially reasonable efforts to obtain agree on an approach to permit the provision of such Information to the extent and in a manner that avoids any such detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 4.6(c) to provide any such Information unless it is satisfied in its reasonable discretion, that such potential detriment, violation or waiver is adequately mitigated pursuant to such efforts. Subject to the immediately preceding sentence, the Party providing Information pursuant to this Section 4.6(c) shall not be obligated to provide such Information in any form, condition or format other than the form, condition and format in which it then exists (and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information), and nothing in this Section 4.6(c) shall expand the obligations of the Parties under Section 4.6(f). Each Party agrees that all requests for Information pursuant to this Section 4.6(c) shall be made in accordance with the procedures and processes that may be reasonably established by the other Party to respond to such requests.

Post-Closing Access. (a) Following the Closing DateInitial Closing, Ceding Company Seller shall, and shall cause its Affiliates shallto: (i) allow Reinsurer, through its Representatives, upon reasonable prior written notice preserve and during normal business hours, keep any records of the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records Retained Companies related to the Business which are retained Acquired Companies (and their predecessors) held immediately prior to the Final Closing for so long as and to the extent required by Ceding Company applicable Law (but in no event less than seven years after the Final Closing Date ) and (ii) make such records available to Buyer and its Representatives and provide them with reasonable access thereto, as may be reasonably required by Buyer, including (w) in connection with any Proceeding, (x) in connection the preparation of financial statements or Tax returns of the Acquired Companies or Buyer or any of its Affiliates other Affiliates, (including the Books and Records set forth in Schedule 5.7y) for any reasonable business purpose, including the preparation as required by applicable Law or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses (z) where relevant 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 potential Losses 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 Liabilities 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 operationsAcquired Companies. (b) Following the Closing DateFinal Closing, Reinsurer shall: Seller shall make available to Buyer and its Affiliates and Representatives the reasonable assistance and cooperation of the appropriate personnel and Representatives of Seller and its Affiliates in the review of the records described in Section 6.12(a) as reasonably requested by Buyer. In addition, following the Final Closing, Seller shall make available to Buyer the employees and Representatives of the Seller and its Affiliates whose assistance, expertise, testimony, notes, recollections or presence (including participation as a witness in a deposition, hearing or trial) is necessary or appropriate to assist Buyer (i) allow Ceding Companyin the defense or prosecution of any Proceeding relating to the Acquired Companies, 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 in 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 Tax returns or filings or financial or accounting statements in respect of any of the Acquired Companies or Buyer or any of its other dispute resolution whether pending or threatened; Affiliates and (iii) maintain such Books and Records for Ceding Company’s examination and copying until at least in the later transition of the sixth (6th) anniversary business, operations and employees of the Closing Date or, with respect HVDH Companies from Seller 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 RecordsBuyer. (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 Purchaser agrees that it shall, and shall cause its controlled Affiliates to, preserve and keep the books of accounts and financial and other Records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided, Ceding Company and its Affiliates shall: (i) allow Reinsurerthat prior to disposing of any such Records after such period, through its Representatives, upon reasonable prior the applicable Person shall provide written notice to the Seller of its intent to dispose of such Records and shall provide the Seller with the opportunity to take ownership and possession of such Records (at the Seller’s sole expense) within sixty (60) days after such notice is delivered. If the Seller does not confirm its intention in writing to take ownership and possession of such records within such sixty (60)-day period, the Person who possesses the records may proceed with the disposition of such records. (b) After the Closing, the Seller and Purchaser shall make, or cause to be made, all Records, Other Records and other information and all employees, in each case, relating to the Business prior to the Closing (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times, during normal business hours, and places as may be reasonably required by such party, and at the rightsole expense of the requesting party, at Reinsurer’s sole cost and expense(i) in connection with any audit or investigation of, to examine and make copies of any books and records related to insurance claims by, Actions or disputes involving, or governmental investigations of, the Business which are retained by Ceding Company Seller or Purchaser or any of their respective Affiliates, (ii) in order to enable the Seller or Purchaser to comply with its Affiliates obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or instrument contemplated hereby or thereby or (including the Books and Records set forth in Schedule 5.7iii) 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 other reasonable business purpose relating to the BusinessSeller, including Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the preparation Seller Group, on the one hand, and Purchaser or examination any of Tax Returnsits Affiliates, regulatory on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided, that the requesting or reviewing party and statutory filings and financial statements and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of any litigation relating to the Business, Business or the conduct of any regulatoryRetained Businesses, 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 discretionas applicable; provided, howeverfurther, that at any time prior no party shall be obligated to provide 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 information if such party is required under Applicable determines, in its reasonable judgment, that doing so would (A) violate applicable Law relating to privacy issues to deny such accessor (B) based on the opinion of outside counsel, or to protect jeopardize the protection of an attorney-client privilege or privilege, attorney work product; providedproduct protection or other legal privilege. In any such event, 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 parties shall use all their commercially reasonable efforts to obtain develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not (i) violate applicable Law or (ii) waive such a waiverprivilege or protection; provided, that (A) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (B) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 7.07(b) to the extent such portions relate exclusively to the Retained Businesses or the Excluded Assets. All requests for information made pursuant to this Section 7.07(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party. Notwithstanding anything to the contrary in this Agreement or otherwise, in the event of any dispute between Purchaser or any of its Affiliates, on the one hand, and the Seller or any of its Affiliates, on the other hand, the applicable rules of discovery (and not this Section 7.07(b)) shall apply.

Post-Closing Access. (a) Following Sellers will use commercially reasonable efforts to deliver or cause to be delivered to Purchaser at the Closing all properties, books, records, Contracts, information and documents in their or their Affiliates’ possession that are part of the Purchased Assets. As soon as is reasonably practicable after the Closing, Sellers will deliver or cause to be delivered to Purchaser any remaining properties, books, records, Contracts, information and documents that are part of the Purchased Assets that are not already in the possession or control of Purchaser. (b) Each of the Sellers and Purchaser agrees that it will, and will cause its Subsidiaries to, preserve and keep the books of accounts, financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date in accordance with their respective corporate records retention policies; provided that prior to disposing of any such records in accordance with such policies (if such records would be disposed of prior to the tenth anniversary of the Closing Date), Ceding Company the applicable party shall provide written notice to the other party of its intent to dispose of such records and shall provide such other party the opportunity to take ownership and possession of such records (at such other party’s sole expense) to the extent they relate to such other party’s business or obligations within thirty (30) days after such notice is delivered. If such other party does not confirm its Affiliates shall: intention in writing to take ownership and possession of such records within such 30- day period, the party who possesses the records may proceed with the disposition of such records. (c) Sellers and Purchaser shall make all records and other information relating to the Business and all employees and auditors (including by making them available for depositions, interrogatories, testimony, investigation and preparation in connection with any legal or arbitration proceeding) available to the other as may be reasonably required by such party (i) allow Reinsurerin connection with, through its Representativesamong other things, upon reasonable prior written notice and during normal business hoursany audit or investigation of, the rightinsurance claims by, at Reinsurer’s sole cost and expenselegal proceedings against, to examine and make copies disputes involving or governmental investigations of any books and records related to the Business which are retained by Ceding Company Seller or Purchaser or any of its Affiliates (their respective Affiliates, including the Books Honeywell Filter Litigation, (ii) in order to enable any Seller or Purchaser to comply with their respective obligations under this Agreement and Records set forth in Schedule 5.7each other agreement, document or instrument contemplated hereby or thereby, or (iii) 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 other reasonable business purpose relating to any Seller, Purchaser or any of their respective Affiliates and Subsidiaries, but excluding, in each case, any dispute between Honeywell or any of its Affiliates, on the Businessone hand, including and Purchaser or any of its Affiliates, on the preparation other hand, except as would be required by applicable civil process or examination permitted by applicable discovery rules. (d) Notwithstanding anything to the contrary contained herein and without limiting the generality of Tax Returnsthis Section 5.4, regulatory Honeywell and statutory filings Purchaser understand and financial statements agree that Honeywell will, after the Closing Date, retain the exclusive right to control, defend against, negotiate, settle or otherwise deal with any and all aspects of the conduct Honeywell Filter Litigation, provided that Honeywell will keep Purchaser reasonably informed of the status of and material developments in the Honeywell Filter Litigation. Purchaser further agrees to and to cause its Subsidiaries (including, after the Closing Date, the Transferred Entities) and their respective employees and representatives to, cooperate in good faith with Honeywell and its employees and representatives in connection with such control, defense, negotiation or settlement of the Honeywell Filter Litigation, at Honeywell’s expense. Without limiting the generality of the foregoing, Purchaser shall and shall cause its Subsidiaries (including, after the Closing Date, the Transferred Entities) to, (i) deliver to Honeywell any litigation and all notices or other correspondence received by Purchaser, the Transferred Entities or any of their Subsidiaries and Affiliates relating to the BusinessHoneywell Filter Litigation; (ii) maintain all books, records and materials (in whatever form maintained, whether documentary, electronically stored or otherwise) pertinent to the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatenedHoneywell Filter Litigation unless and until Honeywell instructs otherwise; and (iii) maintain such books subject to compliance with applicable Laws, provide Honeywell and its representatives, advisors and employees, reasonable access, during normal business hours and upon reasonable advance notice, to the Business facilities and all books, records for Reinsurer’s examination and copying until at least the later materials (in whatever form maintained, whether documentary, electronically stored or otherwise), employees and properties of the sixth Business facilities as may be reasonably required by Honeywell in connection with all matters relating to the Honeywell Filter Litigation, and to make employees available as reasonably requested by Honeywell depositions, interrogatories, court testimony and other legal inquiries and procedures associated with the Honeywell Filter Litigation (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 opportunityincluding preparation therefor), at ReinsurerHoneywell’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay including reimbursement of any reasonable out-of-pocket expenses (including attorney’s fees) actually 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 documented incurred 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 Purchaser or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred Subsidiaries and Affiliates in connection complying 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 waiver5.4(d).

Post-Closing Access. Buyer, on the one hand, and the Sellers, on the other hand, agree to retain for a period of six years after the Closing Date any and all books and records relating to the Assets, liabilities and business of the Company and its Subsidiaries that exist on, or existed prior to, the Closing Date and that are related to the transactions contemplated hereby. In the event any of such parties needs access to such books and records for the purposes of (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, responding to examine and make copies any inquiries of any books Governmental Authority, (b) preparing tax returns and records related to financial statements, or (c) any other similar business purpose (including, without limitation, effecting a registration of any securities of the Business which are retained by Ceding Company or any of its Affiliates (including Subsidiaries under the Books and Records set forth in Schedule 5.7) for any reasonable business purposeSecurities Act), including each of the preparation or examination parties will allow authorized representatives of Reinsurer’s Tax Returns, regulatory and statutory filings, responses the other parties 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 upon reasonable notice during normal business hours for Reinsurer’s examination the sole purpose of obtaining information for use as aforesaid and copying until at least will permit the later other parties to make such extracts and copies thereof as may be necessary and, if required for such purpose, to have access to and possession of original documents. Upon request, each of the sixth (6th) anniversary parties shall provide the authorized representatives of the Closing Date orother parties with reasonable assistance and guidance in connection with the retrieval, with respect to all Tax books organization and review of such records, until sixty . Each of the parties shall maintain such records during such six-year period in the format (60electronic or otherwise) days after the in which such records are currently maintained. After expiration of such six-year period, each of the parties shall have the right to cause the disposition of any period imposed by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; providedpossession, however, that at any time prior to such destruction Ceding Company but shall give Reinsurer a reasonable opportunitydo so only upon providing the other parties with 30 days advance written notice. Each of the parties shall have the right, at Reinsurer’s expenseits own expense within 30 days after its receipt of such notice, to segregate and remove make copies or extracts of 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 obtain the extent that any request by either party originals thereof 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 waiverits own use.

Post-Closing Access. (a) Following Purchaser agrees that it shall, and shall cause its Affiliates to, preserve and keep the books of accounts and financial and other Records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that no later than ninety (90) days prior to the expiration of such seven (7) year period, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior the Seller may provide written notice to Purchaser of its intent to take ownership and during normal business hours, possession of such Records (at the right, at ReinsurerSeller’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 within sixty (60) days after the expiration of any period imposed by Applicable Lawsuch period, after in 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 event Purchaser shall not unreasonably interfere dispose of such Records. If the Seller does not take ownership and possession of such Records within such sixty (60)-day period, Purchaser may proceed with Ceding Company’s or any successor company’s business operationsthe disposition of such Records. (b) Following After the Closing DateClosing, Reinsurer shall: for a period of seven (7) years or any longer period required by applicable Law, the Seller and Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, only to the extent relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such party upon reasonable advance notice, and at the sole expense of the requesting party, (i) allow Ceding Companyin connection with any audit or investigation of, through its Representativesinsurance claims by, upon reasonable prior written notice and during normal business hours Actions or disputes involving, or governmental investigations of, the right to examine and make copiesSeller or Purchaser or any of their respective Affiliates, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Companyin order to enable the Seller or Purchaser to comply with its obligations under this Agreement, through its Representatives to interview Reinsurer’s employees specifically dedicated to any of the Business in connection with Ceding Company’s preparation other Transaction Documents and each other agreement, document or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, instrument contemplated hereby or Ceding Company’s conduct of any regulatory, contract holder, participant thereby or other dispute resolution whether pending or threatened; and (iii) maintain for any other reasonable business purpose relating to the Seller, Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such Books and Records for Ceding Company’s examination and copying until at least activities in such a manner as not to interfere unreasonably with the later conduct of the sixth (6th) anniversary of Business or the Closing Date orRetained Businesses, 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 discretionas applicable; provided, however, further that at any time prior no party shall be obligated to provide 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 access 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 information if such party is required under Applicable Law relating determines, in its reasonable judgment, that doing so could (A) violate or prejudice the rights of its customers, (B) result in the disclosure of Trade Secrets or competitively sensitive or classified information to privacy issues third parties, (C) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to deny such accessa third party, or to protect (D) jeopardize the protection of an attorney-client privilege or privilege, attorney work product; providedproduct protection or other legal privilege, however, that (E) be adverse to the extent that interests of such party or any request of its Affiliates in any pending or threatened Action, (F) expose such party or any of its Affiliates to risk of Liability for disclosure of sensitive or personal information or (G) reasonably be prohibited by either party for post-Closing access would not violate Applicable Law relating or inadvisable due to privacy if a waiver were obtained from a Contract OwnerCOVID-19 or any COVID-19 Measures. In any such event, Ceding Company and Reinsurer at the requesting party’s reasonable request, the parties shall use all their commercially reasonable efforts to obtain develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such a waiverprivilege or protection or risk such Liability or prohibited or inadvisable action; provided that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 7.07(b) to the extent such portions relate exclusively to the Retained Businesses or the Excluded Assets. All requests for information made pursuant to this Section 7.07(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party.

Post-Closing Access. (a) Following The Purchaser agrees that it shall, and shall cause its Affiliates to, preserve and keep the books of accounts and financial and other Records held by it relating to the Business (including accountants’ work papers) for a period of seven years from the Closing Date; provided that prior to disposing of any such Records after such period, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior the applicable Person shall provide 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 Seller Parties of its Affiliates intent to dispose of such Records and shall provide the Seller Parties with the opportunity to take ownership and possession of such Records (including at the Books and Records set forth in Schedule 5.7Seller Parties’ sole expense) 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 within sixty (60) days after such notice is delivered. If the expiration Seller Parties do not confirm their intention in writing to take ownership and possession of any period imposed by Applicable Lawsuch Records within such sixty (60)-day period, after which Ceding Company the Person who possesses the Records may destroy proceed with the disposition of 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 operationsRecords. (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 After the Closing; (ii) allow Ceding Company, through its Representatives the Seller Parties and the Purchaser shall make, or cause to interview Reinsurer’s be made, all Records and other information and all employees specifically dedicated and auditors, in each case, relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with Ceding Company’s preparation any negotiations, legal or examination of Tax Returnsarbitration Action) available to the other, regulatory at such times and statutory filingsplaces as may be reasonably required by such party, 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 sole expense of the sixth (6th) anniversary of the Closing Date orrequesting party, 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 any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, a Seller Party or the Purchaser or any of their respective Affiliates, in order to such employees enable the Seller Parties or the Purchaser to comply with its obligations under this Agreement, any of the other Transaction Documents and Books and Records. (c) Notwithstanding each other agreement, document or instrument contemplated hereby or thereby or for any other provision reasonable business purpose relating to a Seller Party, the Purchaser or any of this Section 5.10their respective Affiliates, but excluding, in each case, any dispute between the Seller Parties or any of their respective Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere in any material respect with the conduct of the Business or the Retained Businesses, as applicable; provided further that no party shall be obligated to provide such access to any books and records may be denied by either party or information if such party is required under Applicable Law relating determines, in its reasonable judgment, that doing so could violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to privacy issues to deny such access, a third party or to protect jeopardize the protection of an attorney-client privilege or privilege, attorney work product; providedproduct protection or other legal privilege. In any such event, howeverat the requesting party’s reasonable request, 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 parties shall use all their commercially reasonable efforts to obtain develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege; provided that the disclosing party shall not be required to incur any costs or expenses in connection therewith and if a waiverSeller Party is the disclosing party, such Seller Party may redact portions of any information provided pursuant to this Section 7.08(b) to the extent such portions relate exclusively to the Retained Businesses or the Excluded Assets. All requests for information made pursuant to this Section 7.08(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party.

Post-Closing Access. (a) Following The Seller shall, and shall cause each other member of the Seller Group to, use commercially reasonable efforts to deliver or cause to be delivered to the Purchaser at the Closing all properties, books, records, Contracts, information and documents in the Seller’s, such member of the Seller Group’s or any of their respective Affiliates’ possession relating to the Business that are part of the Transferred Assets. As soon as is reasonably practicable after the Closing, the Seller shall, and shall cause each other member of the Seller Group to, deliver or cause to be delivered to the Purchaser any remaining properties, books, records, Contracts, information and documents relating to the Business that are part of the Transferred Assets that are not already in the possession or control of the Purchaser. (b) The Purchaser agrees that it will, and will cause its Subsidiaries to, preserve and keep the books of accounts and financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven years from the Closing Date; provided that, Ceding Company prior to disposing of any such records after such period, the applicable Person shall provide written notice to the Seller of its intent to dispose of such records and shall provide the Seller with the opportunity to take ownership and possession of such records (at the Seller’s sole expense) within 30 days after such notice is delivered. If the Seller does not confirm its Affiliates shall: intention in writing to take ownership and possession of such records within such 30-day period, the Person who possesses the records may proceed with the disposition of such records. (c) The Seller and the Purchaser shall make, or cause to be made, all records and other information relating to the Business and all employees and auditors (including by making them available for depositions, interrogatories, testimony, investigation and preparation in connection with any legal or arbitration proceeding) available to the other, as may be reasonably required by such party, and at the sole expense of the requesting party, (i) allow Reinsurerin connection with any audit or investigation of, through its Representativesinsurance claims by, upon reasonable prior written notice and during normal business hourslegal proceedings against, disputes involving, or governmental investigations of, the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records related to Seller or the Business which are retained by Ceding Company Purchaser or any of their respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its Affiliates obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or (including the Books and Records set forth in Schedule 5.7iii) 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 other reasonable business purpose relating to the BusinessSeller, including the preparation Purchaser or examination any of Tax Returnstheir respective Affiliates, regulatory and statutory filings and financial statements but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and the conduct Purchaser or any of any litigation relating to its Affiliates, on the Businessother hand, except as would be required by applicable civil process or applicable discovery rules (d) Promptly following the conduct of any regulatoryClosing, 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 Seller shall provide the Purchaser with an electronic copy 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 virtual data room maintained 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 Intralinks in connection with Reinsurer’s access to such employees and books and records related the transactions contemplated by this Agreement as it existed as of the close of business on the day prior 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 operationsClosing. (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 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 Reinsurer’s sole cost and Purchaser's 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 Reinsurer’s Purchaser's or LLANY'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 or Post-Closing Records and relate 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 Returnsreturns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the BusinessLiabilities 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 Reinsurer’s Purchaser'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 Company’s each Seller's or any successor company’s 's business operations. (b) Following the Closing Date, Reinsurer Purchaser and LLANY 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 or LLANY at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated Closing and the books and records relating to the Business created and maintained by Purchaser or LLANY after the Closing Date (the "Post-Closing Records"), and (y) interview the Purchaser's and LLANY's employees (including the Transition Employees), in connection with Ceding Company’s the case of either clause (i)(x) or (i)(y), for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax Returnsreturns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statementsstatements and the conduct of any litigation relating to the Retained Liabilities or otherwise, or Ceding Company’s the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iiiii) maintain such Books and Records and Post-Closing Records for Ceding Company’s Sellers' examination and copying copying. Purchaser and LLANY shall maintain and make available to Sellers the Books and Records and Post-Closing Records until at least the later of the sixth (6th) anniversary of the Closing Date orsuch time as Sellers give written permission for their destruction, which with respect to a particular Policy or Post-Closing Policy, shall not be unreasonably withheld if: (A) the Policy or Post-Closing Policy to which such Books and Records and Post-Closing Books and Records relate has been (i) expired for longer than three years with respect to Policies or Post-Closing Policies coinsured by Purchaser, or (ii) maintained in accordance with New York Insurance Department Regulation 152 with respect to Policies or Post-Closing Policies coinsured by LLANY, and (B) in addition to compliance with such Regulation 152, if applicable, the applicable statute of limitations under all applicable Tax books laws has expired with respect to 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 Records relating 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 selectTaxes. Access to such employees and Books and Records shall not unreasonably interfere with the Purchaser's or LLANY's 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 Recordsoperations. (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. Subject to applicable Law and subject to Section 10.10(c), except as otherwise provided in the Transition Services Agreement, from and after the Closing, each Seller and Buyer, on behalf of itself and its Subsidiaries (a) Following including, in the Closing Datecase of Buyer following the Closing, Ceding the Company and its Affiliates shall: Subsidiaries), shall provide or make available, or cause to be provided or made available, to the other Party or its applicable Subsidiaries as promptly as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or any of its Subsidiaries to the extent that (i) allow Reinsurersuch Information relates to or is necessary for the operation of the Business, through its Representatives, upon reasonable prior written notice and during normal business hours, if 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 Subsidiaries is 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 statementsrequesting Party; (ii) allow Reinsurer, through such Information is required by the requesting Party to comply with 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, its applicable Subsidiaries’) obligations under this Agreement or the conduct Transition Services Agreement or any other agreement to which the requesting Party or any of its Subsidiaries is a party or any regulatory, contract holder, participant of its respective properties or other dispute resolution whether pending or threatenedassets are bound; and (iii) maintain such books and records for Reinsurer’s examination and copying until at least Information is required by the later requesting Party to comply with any obligation imposed by applicable Law or any Governmental Entity; or (iv) such Information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the sixth (6th) anniversary other Party or any of the Closing Date orits Subsidiaries under any guarantees and other obligations that have not been fully novated, replaced and/or transferred to such other Party or its applicable Subsidiaries in accordance 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 discretionSection 5.15; provided, however, that, in the event that at the Party to which the request has been made determines that any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunityprovision of Information could be commercially detrimental, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay violate 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 Law or agreement (including 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, obligations 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 statementsconfidentiality), or Ceding Company’s conduct of waive 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; providedprivilege, however, that to then 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 Parties shall use all commercially reasonable efforts to obtain agree on an approach to permit the provision of such Information to the extent and in a manner that avoids any such detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 5.6(b) to provide any such Information unless it is satisfied in its reasonable discretion, that such potential detriment, violation or waiver is adequately mitigated pursuant to such efforts. Subject to the immediately preceding sentence, the Party providing Information pursuant to this Section 5.6(b) shall not be obligated to provide such Information in any form, condition or format other than the form, condition and format in which it then exists (and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information). Each Party agrees that all requests for Information pursuant to this Section 5.6(b) shall be made in accordance with the procedures and processes that may be reasonably established by the other Party to respond to such requests.

Post-Closing Access. From and after the Closing, Buyer shall, at Seller’s expense, (ai) Following give Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the offices, properties and records that are Acquired Assets relating to the conduct of the Business on or before 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 furnish to Seller and its Representatives, to interview Ceding Company’s employees for any reasonable business purpose Representatives such financial and operating data and other information 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 BusinessBusiness on or before the Closing Date, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such books cause the employees, counsel, auditors and records for Reinsurer’s examination other Representatives of Buyer, to cooperate with Seller and copying until at least its Representatives, in each case, to the later of the sixth (6th) anniversary of the Closing Date orextent reasonably requested by Seller in connection with accounting, with respect to all Tax books Tax, legal defense and records, until sixty (60) days other similar needs. From and after the expiration of any period imposed by Applicable LawClosing, after which Ceding Company may destroy such books Seller shall, and records in shall cause its discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunitySubsidiaries to, at ReinsurerBuyer’s expense, to segregate (A) give Buyer and remove such books its Representatives reasonable access, during normal business hours 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 upon reasonable prior notice, to the Business. Access offices, properties and business records of Seller and its Subsidiaries relating to such employees and books and records shall not unreasonably interfere with Ceding Company’s the conduct of the Business on or any successor company’s business operations. (b) Following before the Closing Date, Reinsurer shall: (iB) allow Ceding Companyfurnish to Buyer and its Representatives such financial and operating data and other information relating to the conduct of the Business on or before the Closing Date, through and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copiesin each case, 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 extent reasonably requested by Buyer in connection with Ceding Company’s preparation or examination of Tax Returnsaccounting, regulatory Tax, legal defense and statutory filings, responses other similar needs. Any such access shall be granted in a manner as not 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 conduct of the business operations of Reinsurer or its Affiliatesthe Party granting such access. 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 5.10the foregoing, access to any books and records either Party may be denied by either party if such party is required under Applicable Law relating to privacy issues to deny withhold such access, as and to the extent necessary to avoid contravention or waiver, as to protect attorney-client any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or result in the waiver of any legal privilege or attorney work productwork-product privilege; provided, however, provided that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result of the waiver of any request by either party for post-Closing access would not violate Applicable Law relating such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in this Section 6.3 shall limit in any respect any rights any Party may have with respect 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 waiverdiscovery or the production of documents or other information in connection with any litigation.

Post-Closing Access. (a1) Following the Closing Date, Ceding Company CIGNA and its Affiliates shall: subsidiaries shall (i) allow Reinsurer, through its Representativesthe employees and representatives of the Purchaser, upon reasonable prior written notice and during normal regular business hours, the right, at Reinsurer’s sole cost and the Purchaser's expense, to examine and make copies of any books Books and records related Records relating to the Business which are were retained by Ceding Company CIGNA or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) subsidiaries 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 including, without limitation, the preparation or examination of the Purchaser's Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Businessor regulatory dispute, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; , concerning the conduct of the Business prior to the Closing Date or any Subsequent Closing Date (if any), as the case may be, and (iiiii) maintain such books Books and records Records for Reinsurer’s the Purchaser's examination and copying until at least for a period of not less than ten years following the later of the sixth Closing Date or the last Subsequent Closing Date (6th) anniversary if any), provided that after such period CIGNA shall provide the Purchaser with at least twenty business days' written notice prior to destroying or otherwise disposing of any such Books and Records, at which time and at the option and expense of the Closing Date orPurchaser, with respect to all Tax books the Sellers shall deliver such 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 Records to the BusinessPurchaser rather than destroying the same. Access to such employees Books and books Records shall be at the Purchaser's expense and records shall may not unreasonably interfere with Ceding Company’s CIGNA's or any successor company’s of its subsidiaries' (or any of their successors') business operations. Notwithstanding anything to the contrary contained in this Section 4.4(a), the Purchaser may not exercise its rights under this Section 4.4(a) in respect of any Deferred Assets that, from time to time, have not been conveyed to the Purchaser until such time as they have been conveyed to the Purchaser. (b2) Following the Closing Date, Reinsurer shall: the Purchaser shall (i) allow Ceding Company, through CIGNA and its Representativessubsidiaries, upon reasonable prior written notice and during normal regular business hours hours, through their employees and representatives, the right right, at the expense of CIGNA, to examine and make copies, at Ceding Company’s expense, copies of the Books and Records transferred to Reinsurer the Purchaser at the Closing; (ii) allow Ceding CompanyClosing or any Subsequent Closing for any reasonable business purpose relating to their respective businesses, through its Representatives to interview Reinsurer’s employees specifically dedicated to including, without limitation, the Business in connection with Ceding Company’s preparation or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statements, statements or Ceding Company’s the conduct of any regulatorylitigation or regulatory dispute, contract holder, participant or other dispute resolution whether pending or threatened; , and (iiiii) maintain such Books and Records for Ceding Company’s examination and copying until at least by CIGNA and its subsidiaries for a period of not less than ten years following the later of the sixth (6th) anniversary of the Closing Date oror the last Subsequent Closing Date (if any), provided that after such period the Purchaser shall provide CIGNA with respect at least twenty business days' written notice prior to all Tax books and records, until sixty (60) days after the expiration destroying or disposing of any period imposed by Applicable Law after such Books and Records at which Reinsurer may destroy time and at the option and expense of CIGNA, the Purchaser shall deliver such books Books and records in its discretion; providedRecords to CIGNA, 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 selectrather than destroying the same. Access to such employees and Books and Records shall be at CIGNA's expense and may not unreasonably interfere with the Purchaser's or any of its subsidiaries' (or any of their successors') 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 Recordsoperations. (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 Subject to the Closing DateTransition Services Agreement, Ceding Company the Supply Agreement and its Affiliates shall: the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto agrees that it will cooperate with and make available to the other party, during normal business hours and upon reasonable notice, (i) allow Reinsurerall Books and Records and other documents related to the Business, 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 (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are retained by Ceding Company necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any of its Affiliates (including the other matter requiring any such Books and Records set forth in Schedule 5.7) Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, including Buyer Parent shall and shall cause Buyer, the preparation or examination Purchased Entities and their Subsidiaries not to, for a period of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; six (ii6) 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 years 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 Companydestroy, 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, alter or otherwise dispose of the any Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except in connection with Ceding Company’s preparation uses contemplated by this Agreement, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or examination of Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements, the rules or Ceding Company’s conduct regulations of any regulatorysecurities exchange upon which its securities are traded. Notwithstanding the foregoing, contract holderthe Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, participant or other dispute resolution whether pending or threatened; and (iiib) maintain was within the Receiving Party’s possession prior to it being furnished to such Books and Records for Ceding Company’s examination and copying until at least Receiving Party by Buyer (in 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 case of any period imposed by Applicable Law after which Reinsurer may destroy such books and records Seller) or any Seller (in its discretion; providedthe case of Buyer), 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 becomes available to the extent that any request by either party for postReceiving Party on a non-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained confidential basis from a Contract Owner, Ceding Company and Reinsurer shall use all commercially reasonable efforts to obtain such a waiversource other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunder.

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 Reinsurer’s sole cost and Purchaser's 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 Reinsurer’s Purchaser's or LLANY'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 or Post-Closing Records and relate 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 Returnsreturns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the BusinessLiabilities 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 Reinsurer’s Purchaser'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 Company’s each Seller's or any successor company’s 's business operations. (b) Following the Closing Date, Reinsurer Purchaser and LLANY 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 or LLANY at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated Closing and the books and records relating to the Business created and maintained by Purchaser or LLANY after the Closing Date (the "Post-Closing Records"), and (y) interview the Purchaser's and LLANY's employees (including the Transition Employees), in connection with Ceding Company’s the case of either clause (i)(x) or (i)(y), for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax Returnsreturns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statementsstatements and the conduct of any litigation relating to the Retained Liabilities or otherwise, or Ceding Company’s the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iiiii) maintain such Books and Records and Post-Closing Records for Ceding Company’s Sellers' examination and copying copying. Purchaser and LLANY shall maintain and make available to Sellers the Books and Records and Post-Closing Records until at least the later of the sixth (6th) anniversary of the Closing Date orsuch time as Sellers give written permission for their destruction, which with respect to a particular Policy or Post-Closing Policy, shall not be unreasonably withheld if: (A) the Policy or Post-Closing Policy to which such Books and Records and Post-Closing Books and Records relate has been expired for longer than three years; or (B) the applicable statute of limitations under all applicable Tax books laws has expired with respect to 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 Records relating 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 selectTaxes. Access to such employees and Books and Records shall not unreasonably interfere with the Purchaser's or LLANY's 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 Recordsoperations. (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 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. (a) Following Neither Seller nor its Affiliates, on the Closing Dateone hand, Ceding Company and nor Buyer nor its Affiliates shall: (i) allow ReinsurerAffiliates, through its Representativeson the other hand, upon reasonable prior written notice and during normal business hours, the right, at Reinsurer’s sole cost and expense, to examine and make copies shall destroy or otherwise dispose of any books and or records related or any information relating to the accounting, Tax, regulatory, business or financial affairs of the Company, the Company Subsidiaries or any of their Subsidiaries, or any of their respective Affiliates, as the case may be, which information relates 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 prior to the BusinessClosing, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating prior to the Business, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and seventh (iii) maintain such books and records for Reinsurer’s examination and copying until at least the later of the sixth (6th7th) anniversary of the Closing Date or, without first providing the other party reasonable advance notice with respect to all Tax books such destruction or other disposition and recordsa reasonable opportunity to take possession of such books, until sixty records and information. Notwithstanding the foregoing, neither such party shall be permitted to review or take possession of books, records or information that (601) days after could reasonably be expected to violate any Contract or Law to which Seller or Buyer and their respective Affiliates, as applicable, is a party or is subject, (2) the expiration other party believes in good faith could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) or (3) would result in the disclosure of any period imposed by Applicable Lawcompetitively sensitive information of Seller or Buyer and their respective Affiliates, 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 operationsapplicable. (b) Following the Closing DateClosing, Reinsurer shall: (i) allow Ceding Companyfor so long as such information is retained by Buyer in accordance with Section 5.7(a), through Buyer, the Company and the Company Subsidiaries shall permit Seller and its Representativesauthorized Representatives to have reasonable access during normal business hours, upon reasonable prior written notice to Buyer, the Company or a Company Subsidiary, as applicable, to the information described in Section 5.7(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company, a Company Subsidiary or any of their Subsidiaries or the Business, (iii) any Governmental Filing or matter (including investigations by Governmental Entities), (iv) the performance of Seller’s obligations pursuant to Section 5.10 and Section 5.18 or (v) any other valid legal or business purpose provided, however, that in no event shall either party have access or duplication rights with respect to any (1) information if doing so (A) could reasonably be expected to violate any Contract or Law to which Seller or Buyer and their respective Affiliates, as applicable, is a party or is subject, (B) the other party believes in good faith could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) or (C) would result in the disclosure of any competitively sensitive information of Seller or Buyer and their respective Affiliates, as applicable or (2) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates or any Tax-related work papers, except, in each case, for such Tax Returns and Tax-related work papers that relate solely to the Company or any Company Subsidiary. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.7(a), Seller shall permit Buyer and its authorized Representatives to have reasonable access and duplication rights during normal business hours hours, upon reasonable prior notice to Seller, to the right information described in Section 5.7(a) to examine and make copiesthe extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, at Ceding Company’s expenseaccounting records or with any Tax Claim or similar proceedings, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding any Action relating to the Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to a Company Subsidiary or any of their Subsidiaries or the Business in connection with Ceding Company’s preparation or examination of Tax ReturnsBusiness, 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 any Governmental Filing or matter (6thincluding investigations by Governmental Entities) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty or (60iv) days after the expiration of any period imposed by Applicable Law after which Reinsurer may destroy such books and records in its discretionother valid legal or business purpose; provided, however, that at any time prior to such destruction Reinsurer in no event 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 Buyer have access or duplication rights 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 respect to any books consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers, except, in each case, for such Tax Returns and records may be denied by either party if such party is required under Applicable Law relating Tax-related work papers that relate solely to privacy issues to deny such access, the Company or to protect attorney-client privilege or attorney work productany Company Subsidiary; provided, howeverfurther, that that, to the extent that additional information concerning the Taxes of the Company or any of the Company Subsidiaries is required in order for Buyer, the Company or any of the Company Subsidiaries to comply with a request by either party for post-Closing access would not violate Applicable Law relating to privacy if a waiver were obtained information from a Contract OwnerTax authority during the course of a Tax Claim, Ceding Seller shall cooperate in good faith to provide Buyer with such information relating solely to the Taxes of the Company or the Company Subsidiaries (including a pro-forma tax return which includes only the Company and Reinsurer shall use all commercially reasonable efforts to obtain the Company Subsidiaries) that complies with such a waiverrequest for information.

Post-Closing Access. (a) Following Purchaser and HCA acknowledge that, subsequent to the Closing DateClosing, Ceding Company Purchaser and HCA may each need access to information, documents or computer data in the control or possession of the other (or their respective Affiliates), and HCA may need access to the Facilities or other assets of the Acquired Entities for purposes of concluding the transactions contemplated herein and for audits, investigations, compliance with governmental requirements, regulations and requests, and the prosecution or defense of third party claims. Purchaser agrees that, at the sole cost and expense of HCA, except as provided in Section 6.3(e), below, it will make available to HCA, its Affiliates and their respective representatives, agents and independent auditors such documents and information as may be in the possession of Purchaser and its Affiliates shall: relating to periods prior to the Effective Time and will permit HCA, its Affiliates and their respective representatives, agents and independent auditors to make copies of such documents and information. HCA agrees that, at the sole cost and expense of Purchaser, except as provided in Section 6.3(e) below, HCA will make available to Purchaser, its Affiliates and their respective representatives, agents and independent auditors such documents and information as may be in the possession of HCA and its Affiliates relating to periods prior to the Effective Time and will permit Purchaser, its Affiliates and their respective representatives, agents and independent auditors to make copies of such documents and information. (b) Until six months after the later to occur of (i) allow Reinsurerthe final adjudication of any dispute or investigation involving Taxes arising out of the business, through its Representativesoperations or affairs of the Acquired Entities before the Effective Time, upon reasonable prior written notice and during normal business hours(ii) the final adjudication of any matter for which HCA may be required to indemnify or hold harmless Purchaser, the right, at Reinsurer’s sole cost and expense, to examine and make copies of Acquired Entities or any books and records related Purchaser Indemnitee pursuant to the Business which are retained by Ceding Company terms of this Agreement, or (iii) the running of applicable statutes of limitations, Purchaser will maintain in their original form all medical and other records (including all documents, electronic data and other compilations of information in any form) of the Acquired Entities existing as of the Effective Time that relate to the pre-Closing business, operations, assets and properties of the Business, and will give HCA, its Affiliates (including the and their representatives full and complete access to all such Books and Records set forth to the fullest extent reasonably required to enable HCA and its Affiliates to satisfy their respective obligations hereunder or under applicable Law. In addition to the foregoing, following the expiration of the periods described above, Purchaser shall not, without 90 days prior written notification (a “Destruction Notice”) to HCA, destroy any pre-Closing Books and Records of the Acquired Entities. Following HCA’s receipt of a Destruction Notice, if HCA advises Purchaser in Schedule 5.7writing within such 90 day period, Purchaser will promptly deliver the applicable Books and Records to HCA. (c) for Purchaser acknowledges that as a result of entering into this Agreement and managing the Facilities Purchaser and its Affiliates will gain access to patient and other information which is subject to Laws regarding confidentiality. Purchaser shall abide by (and cause its Affiliates to abide by) 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 such Laws relating to the Businessconfidential information that it acquires. Purchaser shall maintain (and cause its Affiliates to maintain) the patient records held at each Facility or delivered to Purchaser or the Acquired Entities at Closing at the Facilities after Effective Time in accordance with applicable Law (including, including if applicable, Section 1861(v)(i)(I) of the Social Security Act (42 U.S.C. § 1395(V)(1)(i)), and requirements of relevant insurance carriers), all in a manner consistent with the maintenance of patient records generated at the Facilities after Closing. HCA and its Affiliates shall be entitled to remove from the Facilities any Books and Records, but only for purposes of pending litigation involving a patient to whom such records refer, as certified in writing prior to removal by counsel retained by HCA or its applicable Affiliate in connection with such litigation. Any Books and Records removed from the Facilities shall be promptly returned to Purchaser following its use by HCA or its Affiliates. (d) After the Closing, Purchaser agrees to make available to HCA such of Purchaser’s employees as HCA shall reasonably request for the purpose of assisting HCA in 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, Balance Sheet and the other components of the Closing Statement pursuant to Section 2.3 hereof (and otherwise complying with Article II hereof) and in connection with the resolution of any objections or disputes with respect to all Tax books and recordsthe post-closing adjustments to the Purchase Price in accordance with Section 2.3. Additionally, until sixty the post-closing adjustments to the Purchase Price have been agreed upon by the parties or otherwise determined in accordance with Section 2.3, Purchaser will make reasonable office or administrative space available to employees and representatives of HCA at each Hospital (60together with office furniture, equipment and telephone service customarily used by administrative employees of such Hospital) days after for use in connection with the expiration preparation of the Closing Date Balance Sheet and the other component as of the Closing Statement pursuant to Section 2.3, otherwise complying with Section 2.3, and the resolution of any period imposed disputes with respect to the post-closing adjustments to the Purchase Price in accordance with Section 2.3. (e) Following the Closing, Purchaser and HCA shall make available to one another (and to the other’s Affiliates), at no charge to the requesting party, the personnel of such Person and its Affiliates to the extent reasonably required by Applicable Lawsuch Person or its Affiliates in connection with any litigation, after which Ceding Company may destroy such books investigation or other judicial or administrative proceedings attributable to the ownership or operation of the Business and records in its discretion; provided, however, that at any time the Facilities prior to such destruction Ceding Company the Effective Time. In the event that HCA or Purchaser provides witnesses pursuant to this section, it shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, be entitled to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any reimbursement from the requesting party for all reasonably incurred out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees costs and books and records related to the Business. Access to such employees and books and records shall expenses, but not unreasonably interfere with Ceding Company’s or any successor company’s business operationsincluding internal time charges. (bf) Following HCA’s right of access and inspection pursuant to this Section 6.3 shall be exercised in such a manner as not to cause unreasonable expense or interfere unreasonably with 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, operation of the Books and Records transferred to Reinsurer at Business or 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 RecordsAcquired Entities. (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 No later than ninety (90) days after the Closing, the Seller shall use commercially reasonable efforts to deliver, or cause to be delivered, all books, records, documents, files and correspondence of the Company Group in the possession or under the control of the Parent Group. After the Closing Datefor a period of three (3) years, Ceding Company each party agrees to provide, or cause to be provided, to the other party and its Affiliates shall: (i) allow Reinsurerrepresentatives, through its Representativesas soon as reasonably practicable after written request therefor and at the requesting party’s sole expense, upon reasonable prior written notice and access, 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 other parties’ employees and to any books, records, documents, files and correspondence in the possession or under the control of such party, in each case if and to the extent relating to the Company or any of its Affiliates the Company Subsidiaries prior to the Closing and that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by any Governmental Authority having jurisdiction over the Books and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation requesting party or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurerfor use in any other judicial, through its Representativesregulatory, administrative or other proceeding (other than in a dispute between the parties) or in order to interview Ceding Company’s employees for any reasonable business purpose relating to the Businesssatisfy Tax, including the preparation or examination of Tax Returnsaudit, accounting, 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 discretionsimilar requirements; provided, however, that at no party shall be required to provide access to or disclose information where such access or disclosure would violate any time Law or agreement, or waive any attorney client or other similar privilege, and each party may redact information regarding itself or its Subsidiaries or otherwise not relating to the Company or the Company Subsidiaries prior to the Closing, and, in the event such destruction Ceding Company provision of information could reasonably be expected to violate any Law or agreement or waive any attorney client or other similar privilege, the parties shall give Reinsurer take all reasonable measures to permit the compliance with such obligations in a reasonable opportunity, at Reinsurer’s expense, to segregate and remove manner that avoids any 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 harm or any successor company’s business operationsconsequence. (b) Following Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Company and the Company Subsidiaries prior to the Closing Datein their respective possession or control for a commercially reasonable period of time, Reinsurer shall: as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any such materials not in accordance with its retention policy, provided that, prior to such destruction or disposal (i) allow Ceding Company, through its Representatives, upon reasonable such party shall provide no less than ninety (90) nor more than one-hundred twenty (120) days’ prior written notice and during normal business hours to the right to examine and make copies, at Ceding Company’s expense, other party of any such proposed destruction or disposal (which notice shall specify in detail which of the Books materials is proposed to be so destroyed or disposed of), and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated if a recipient of such notice shall request in writing prior to the Business scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such recipient, such party proposing the destruction or disposal shall, as promptly as practicable, arrange for the delivery of such of the materials as was requested by the recipient (it being understood that all reasonable out of pocket costs associated with the delivery of the requested materials shall be paid by such recipient). (c) In the case of a legal or other proceeding between one party or any of its Affiliates and a third party relating to the Company and the Company Subsidiaries, this Agreement or any of the Transaction Documents (including any matters subject to indemnification hereunder or thereunder) or the transactions contemplated hereby or thereby, each party shall use its commercially reasonable efforts to make available to the other party, upon written request, the former (to the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such party and its subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney client privilege), to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with Ceding Company’s preparation or examination of Tax Returnsany legal, regulatory and statutory filings, responses to regulatory inquiries and financial statements, or Ceding Company’s conduct of any regulatory, contract holder, participant administrative or other dispute resolution whether pending or threatened; proceeding in which the requesting party may from time to time be involved. The requesting party shall bear all out of pocket costs and expenses in connection with the foregoing. (iiid) maintain such Books and Records for Ceding Company’s examination and copying until at least Any information owned by a party that is provided to a requesting party pursuant to this Section 8.02 shall be deemed to remain the later property of the sixth (6th) anniversary providing party. Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. No party shall have any liability to any other party in respect of this Section 8.02 in the Closing Date or, event that any information exchanged or provided pursuant to this Section 8.02 is found to be inaccurate. No party shall have any liability to any other party if any information is destroyed or lost after reasonable commercial efforts by such party to comply with respect the provisions of this Section 8.02. Nothing in this Section 8.02 shall require any party to all Tax books violate any agreement with any third parties regarding the confidentiality of confidential 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 discretionproprietary information; provided, however, that at in the event that 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 this Section 8.02 to privacy issues to deny disclose any such access, or to protect attorney-client privilege or attorney work product; provided, howeverinformation, 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 seek to obtain such a waiverthird party’s consent to the disclosure of such information and implement requisite procedures to enable the disclosure of such information.

Post-Closing Access. (a) Following the Closing Date, Ceding Company Buyer shall, and its Affiliates shall: (i) shall cause the Companies to, allow Reinsurer, through its RepresentativesSeller, upon reasonable prior written notice and during normal business hours, through its affiliates, employees and representatives, the right, at Reinsurer’s sole cost and expense, right to (x) examine and make copies copies, at Seller's expense, of any the books and records related of the Companies and of the Buyer, to the Business which are retained by Ceding Company extent that Buyer's books and records relate to the Companies and, in either case, maintained after the Closing Date, and (y) reasonable access to the Buyer's and Companies' employees, in the case of either clause (x) or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) y), 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 BusinessCompanies, including including, without limitation, the preparation or examination of Tax Returnsreturns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Businessor otherwise, or the conduct of any regulatory, contract holder, participant policyholder or other dispute resolution whether pending or threatened; . The Buyer shall, and (iii) shall cause the Companies to, maintain such the books and records of the Companies for Reinsurer’s examination and copying until at least the later by Seller for a period of the sixth (6th) anniversary of not less than five years following the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of or any longer period imposed as mandated by Applicable Lawapplicable law or regulation, after which Ceding Company which, the Buyer or the Companies 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 the business operations of the Buyer, any Company or any successor company’s business operationsof their respective successors. (b) Following the Closing Date, Reinsurer shall: (i) Seller shall allow Ceding Company, through its RepresentativesBuyer, upon reasonable prior written notice and during normal business hours hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Ceding Company’s Buyer's expense, of the Books books and Records transferred to Reinsurer at records of the Closing; (ii) allow Ceding CompanySeller retained by the Seller and maintained by Seller after the Closing Date, through its Representatives to interview Reinsurer’s employees specifically dedicated but only to the Business extent that such books and records relate to the Companies; and (y) reasonable access to any of Seller's employees, in connection with Ceding Company’s the case of either clause (x) or (y), for any reasonable purpose relating to the Companies including, without limitation, the preparation or examination of Tax Returnsreturns, regulatory and statutory filings, responses to regulatory inquiries filings and financial statementsstatements and the conduct of any litigation or otherwise, or Ceding Company’s the conduct of any regulatory, contract holder, participant policyholder or other dispute resolution whether pending or threatened; and (iii) . The Seller shall 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 for examination and copying by the Buyer for a period of not less than five years following the Closing Date or any longer period as mandated by applicable law or regulation, after which, the Seller may destroy such 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 records shall not unreasonably interfere with the business operations of Reinsurer the Seller 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 Recordssuccessor company. (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 relating to any period prior to or ending on the Closing Date, Ceding Company PURCHASER shall, upon the request of SELLER, permit SELLER and its Affiliates shall: representatives full access at all reasonable times to the books and records of each ▇▇▇▇▇ Company, to the extent that such access is reasonably required by SELLER in connection with (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 preparation of any books and records related to the Business which are retained by Ceding Company required Returns or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation financial reports or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurerany claim, through its Representativeslitigation, audit or investigation or any other proper purpose arising out of such party's ownership of the ▇▇▇▇▇ Companies, provided that the foregoing shall be done in a manner so as not 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 interfere unreasonably with the conduct of the business of PURCHASER, BBM or the ▇▇▇▇▇ Companies, and SELLER agrees to execute any litigation relating to the Businessnon-disclosure/confidentiality agreement with respect thereto that PURCHASER may reasonably request. PURCHASER shall, or the conduct of any regulatoryshall cause each ▇▇▇▇▇ Company, 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 retain 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 accordance with the PURCHASER's normal record retention policies 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 otherwise required by law or any successor company’s business operationsapplicable regulations. (b) Following In connection with any matter relating to any period prior to or ending on the Closing Date, Reinsurer SELLER shall: (i) allow Ceding Company, through its Representatives, upon the request of PURCHASER, permit PURCHASER and its representatives full access at all 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 times 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; providedof SELLER, 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 such access is reasonably required by PURCHASER in connection with (i) the preparation of any request by either party for postrequired Returns or financial reports or (ii) any claim, litigation, audit or investigation or any other proper purpose arising out of such party's ownership of the ▇▇▇▇▇ Companies provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of SELLER, and PURCHASER agrees to execute any non-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 waiverdisclosure/ confidentiality agreement with respect thereto that SELLER may reasonably request.

Post-Closing Access. (a) Following After the Closing Date, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its RepresentativesClosing, upon reasonable prior written notice notice, for a period of six years each of the Buyer and the Sellers will give, or cause to be given, to the representatives, employees, counsel and accountants of the other, access, during normal business hours, to all books and records which relate to the rightTarget Group and the Business and which relate to periods prior to the Closing, at Reinsurer’s sole cost and expense, will permit such Persons to examine and make copies of any copy such books and records related to the Business which are retained extent reasonably requested by Ceding Company or any of its Affiliates (including the Books and Records set forth other Party in Schedule 5.7) for any reasonable business purpose, including connection with the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries tax and financial statements; (ii) allow Reinsurerreporting matters, through its Representativesaudits, legal proceedings, governmental investigations and other business purposes. However, the Buyer and/or H▇▇▇▇▇ shall not be obligated to interview Ceding Company’s employees for take any reasonable business purpose relating action pursuant to this Section that would unreasonably disrupt the Target Group or the Business, including violate the preparation terms of any contract to which any of the Target Group is a party or examination to which any of Tax Returnstheir assets is subject or grant access to any of their proprietary, regulatory confidential or classified information. The Sellers, the Buyer and statutory filings and financial statements and H▇▇▇▇▇ will co-operate with each other in the conduct of any litigation tax audit or similar proceedings involving or otherwise relating to any of the BusinessTarget Group, the Purchased Shares, the Assets or the conduct Business (or the income therefrom or assets thereof) and each will execute and deliver such powers of any regulatoryattorney and other documents as are necessary to carry out the intent of this Section. Such access shall be given to each Party subject to non-disclosure obligations in the Confidentiality Agreement, contract holderother confidentiality agreements, participant or lawyer client privilege and 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 disclosure restrictions 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 As soon as practicable after Closing, the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right Buyer shall provide to examine and make copies, at Ceding Company’s expense, individuals any notices of the Books transaction as are required by law. For greater certainty and Records transferred to Reinsurer at without limiting 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 generality of the sixth (6th) anniversary foregoing, the Buyer shall provide notices of the Closing Date or, disclosure to individuals in accordance 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 applicable Privacy Law. The Sellers 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 co-operate with the business operations of Reinsurer or its Affiliates. Ceding Company shall pay any out-of-pocket expenses incurred Buyer in connection with Ceding Company’s access to such employees and Books and Records. (c) Notwithstanding any other the 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 waivernotices.

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.

Post-Closing Access. (a) Following Upon reasonable prior notice, subject to applicable Requirements of Law relating to the Closing Dateexchange of information, Ceding Company and to the extent such access does not interfere with the business of the Purchaser, the Purchaser will permit the Seller, its Affiliates shall: and their representatives reasonable access (i) allow Reinsurerincluding the right to copy), through its Representativeswithout charge, 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 Acquired Assets, the Books and Records set forth conveyed hereunder, and any third party who maintains or controls any of the foregoing for the Purchaser or its Subsidiaries, all as may be reasonably requested by the Seller or any Affiliate in Schedule 5.7order to enable the Seller to (i) for perform any reasonable business purpose, including covenants required to be performed under this Agreement and the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statementsAncillary Agreements after the Closing Date by them; (ii) allow Reinsurer, through its Representatives, permit the preparation of any Tax Return or other document required to interview Ceding Company’s employees for be filed with any reasonable business purpose relating Governmental Authority; (iii) respond to the Businessany Action by any Governmental Authority or any other Person, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating Cardholder with respect to the Business, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatenedmatters that may constitute Excluded Liabilities; and (iiiiv) maintain permit the processing of or response to any claim made under this Agreement or the Ancillary Agreements, and the Purchaser shall reasonably cooperate with the Seller and any such books and records for Reinsurer’s examination and copying until at least Affiliates, if requested, in connection with the later foregoing; provided, however that the foregoing shall not (a) require the Purchaser to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of the sixth (6th) anniversary Purchaser or its Affiliates unrelated to the Acquired Assets or violate any obligations of the Closing Date or, Purchaser to any third party with respect to all Tax books and records, until sixty (60) days after confidentiality if 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 Purchaser 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 have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, or (b) require any disclosure by the Purchaser that could, as a waiverresult of such disclosure, have the effect of causing the waiver of any attorney-client privilege.

Post-Closing Access. (a) Following For a period of seven (7) years from the Closing Date, Ceding Company ▇▇▇▇▇ agrees that it will, and will cause its Affiliates shall: to, preserve and keep the books of accounts and financial and other records held by ▇▇▇▇▇ relating to the operation of the Business (iincluding accountants’ work papers) allow Reinsurersolely with respect to the periods prior to and including the Closing. During such period, through its Representatives, Buyer shall upon reasonable prior written notice and afford Seller or its Representatives reasonable access, at Seller’s sole expense, during normal business hours, the right, at Reinsurer’s sole cost and expense, to examine and make copies of any such books and records related records, in each case to the Business which are retained by Ceding Company extent necessary (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of its Affiliates Affiliates, (including ii) in order to enable the Books Seller or Seller Parent to comply with its obligations under this Agreement, any of the other Related Documents and Records set forth in Schedule 5.7each other agreement, document or instrument contemplated hereby or thereby or (iii) 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 other reasonable business purpose relating to the BusinessSeller, including Seller Parent or any of their respective Affiliates, but excluding, in each ​ ​ ​ case, any dispute between the preparation Seller, Seller Parent or examination any of Tax Returnstheir Affiliates, regulatory on the one hand, and statutory filings Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information to Seller or its Representatives under this Section 5.7(a) (A) in connection with any dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be required by any court of competent jurisdiction in connection with any such Action), or (B) if such disclosure would, as determined in Buyer’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Buyer will use commercially reasonable efforts to provide such information in a manner that does not result in the loss or impairment of such privilege). All information received pursuant to this Section 5.7(a) shall be subject to Section 5.1. (b) For a period of seven (7) years from the Closing Date, Seller agrees that it will, and will cause its Affiliates to, preserve and keep the books of accounts and financial statements and the conduct of any litigation other records held by Seller 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 operation of the sixth Business (6thincluding accountants’ work papers) anniversary of the Closing Date or, solely with respect to all Tax books the periods prior to and recordsincluding the Closing. During such period, until sixty (60) days after the expiration of any period imposed by Applicable LawSeller shall upon reasonable notice afford Buyer or its Representatives reasonable access, after which Ceding Company may destroy at Buyer’s sole expense, during normal business hours, to such books and records in its discretion; provided, however, that at any time prior each case 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 the extent necessary (i) 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 any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Buyer or any successor company’s business operations. (b) Following the Closing Dateof its Affiliates, 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 Companyin order to enable Buyer to comply with its obligations under this Agreement, through any of the other Related Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to Buyer or any of its Affiliates, but excluding, in each case, any dispute between Seller, Seller Parent or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer or its Representatives to interview Reinsurer’s employees specifically dedicated to the Business under this Section 5.7(b) (A) in connection with Ceding Company’s preparation any dispute 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 Action between the later of the sixth (6th) anniversary of the Closing Date or, parties with respect to all Tax books and records, until sixty this Agreement and/or any Related Documents (60) days after the expiration other than as may be required by any court 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 competent jurisdiction in connection with Ceding Company’s access to any such employees and Books and Records. Action), or (cB) 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 accessdisclosure would, or to protect as determined in Seller’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or attorney work product; (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, howeverin each case, 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 Seller will use all commercially reasonable efforts to obtain provide such information in a waivermanner that does not result in the loss or impairment of such privilege). All information received pursuant to this Section 5.7(b) shall be subject to Section 5.1.

Post-Closing Access. (a) Following Purchaser shall, and shall cause its Affiliates to, for the periods required under applicable Law and in any case for at least seven years after 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 retain the Books and Records set forth and any other books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records in Schedule 5.7) for any reasonable business purpose, including existence on the preparation Closing Date that are Related to the Business that are provided by or examination on behalf of Reinsurer’s Tax Returns, regulatory Seller Parent or its Subsidiaries to Purchaser or its Subsidiaries at the Closing in connection with the Contemplated Transactions and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurerupon the reasonable request of Seller Parent, through its grant the right to Seller Parent, Seller and their respective Representatives, during regular business hours and subject to interview Ceding Company’s employees for any reasonable business purpose relating rules, regulations and requirements of Purchaser and its Affiliates, at the expense of Seller Parent, to inspect and copy such Books and Records or such other documents to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and extent necessary to prepare 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 discretionReturns; provided, however, that at any time prior to such destruction Ceding Company in no event shall give Reinsurer a reasonable opportunitySeller Parent, 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 Seller or their Representatives have 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 Companyany information that, based on advice of Purchaser’s counsel, (A) would violate or create any potential Liability of Purchaser or any successor company’s business operations. of its Subsidiaries under applicable Law, (bB) Following would (x) result in 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 disclosure of any regulatory, contract holder, participant Trade Secrets of Purchaser or other dispute resolution whether pending any of its Subsidiaries or threatened; and of third parties or (iiiy) maintain such Books and Records for Ceding Company’s examination and copying until at least the later violate any obligation of the sixth (6th) anniversary Purchaser or any of the Closing Date or, its Subsidiaries with respect to all Tax books and recordsconfidentiality or data protection requirements, until sixty (60C) days after would unreasonably disrupt the expiration conduct of the business or operations of Purchaser or any of its Subsidiaries, (D) would result in the disclosure 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 information referencing the business operations valuation of Reinsurer the assets or businesses of Purchaser or its Affiliates. Ceding Company shall pay Subsidiaries or (E) would reasonably be expected to cause the loss or waiver of the protection of 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, attorney work product privilege or attorney work product; providedother relevant legal privilege of Purchaser or any of its Subsidiaries. All information received by Seller Parent, however, that Seller and their Representatives pursuant to the extent that any request this Section 5.1(b) shall be governed 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 waiverSection 5.14(a).

Post-Closing Access. (a) Following From the date hereof through the Closing Date, Ceding Company and its Affiliates shall: (i) allow ReinsurerBuyer shall be entitled, through its Representatives, upon reasonable prior written notice employees and during normal business hours, the right, at Reinsurer’s sole cost and expenserepresentatives, to examine enter upon and make copies such reasonable investigation of any books the assets, properties (including the right to perform environmental assessments and records related audits), business and operations of the Seller and their Subsidiaries to the extent they relate to the Business which are retained by Ceding Company or any of its Affiliates (including the Books Acquired Assets, and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation or such 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 financial condition and operations of the Business and the Acquired Assets as Buyer may reasonably request, including pursuant to access to the Seller (60or their Subsidiaries’) days after the expiration of any period imposed by Applicable Lawcustomers, after which Ceding Company may destroy vendors, suppliers and creditors. Any such books investigation and records in its discretionexamination shall be conducted at reasonable times upon reasonable prior notice to Seller and under reasonable circumstances; 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 investigation shall not unreasonably interfere with the business operations of Reinsurer Seller. No information or its Affiliates. Ceding Company Knowledge obtained in any investigation pursuant to this Section 6.1 shall pay affect or be deemed to modify any out-of-pocket expenses incurred representation or warranty contained in connection with Ceding Company’s access this Agreement or the conditions to such employees and Books and Recordsthe obligations of the parties to consummate the Acquisition Transactions. (cb) Notwithstanding any Following the Closing, each party will afford the other provision of this Section 5.10party, its counsel, and its accountants, during normal business hours, reasonable access to any books the Books and records may be denied by either party if such party is required under Applicable Law Records and other data relating to privacy issues the Acquired Assets, the Assumed Liabilities, the Excluded Assets, the Excluded Liabilities and the Business before the Closing, in each case in its possession with respect to deny such accessperiods prior to the Closing and the right to make copies and extracts therefrom, or to protect attorney-client privilege or attorney work product; provided, however, that to the extent that such access may be reasonably required by the other party in connection with (i) the preparation of Tax Returns; (ii) the determination or enforcement of rights and obligations under this Agreement; (iii) compliance with the requirements of 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 waiverGovernmental Entity; or (iv) in connection with any actual or threatened Action or Proceeding.

Post-Closing Access. a. The Seller and the Buyer shall, and the Buyer shall cause the Company and any applicable affiliates to, preserve and keep all books and records and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by the Seller or any of its affiliates, or are obtained by the Buyer hereunder, as the case may be, which information relates to the Business, for a reasonable period (anot less than seven (7) Following years) after the Closing Date, Ceding Company and its Affiliates shall: or for any longer period as may be (i) allow Reinsurerrequired by law (including any statute of limitations and applicable extensions thereof) or any governmental authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal or regulatory Action that is then pending or threatened or audit and with respect to which the requesting party has notified the other parties as to the need to retain such books, through its Representativesrecords or information. b. Following the Closing, upon for so long as such information is retained by the Buyer in accordance with Section 5.06(a), the Buyer, the Company and any applicable affiliates shall permit the Seller or their affiliates and their authorized representatives to have reasonable prior written notice access and duplication rights (at the Seller’s expense) during normal business hours, upon reasonable prior notice to the rightBuyer, at Reinsurer’s sole cost and expensethe Company or such affiliates, to examine and make copies of any books and records related the information described in Section 5.06(a) to the Business which are retained by Ceding Company extent that such access may be reasonably required in connection with (i) any Tax or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purposeaccounting matter, including the preparation of any tax return or examination of Reinsurer’s Tax Returnsaccounting record, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurerdefending against or contesting any tax claims, through its Representativesaudits or similar proceedings, to interview Ceding Company’s employees for (iii) any reasonable business purpose Action relating to the BusinessSeller or their affiliates or the operation of the Business prior to the Closing or relating to any insurance claims, (iv) any governmental filing or regulatory matter or (v) any other valid legal or business purpose. Such access shall be provided to the extent such information is not directly provided to or on behalf of Seller or their affiliates and their authorized representatives by Buyer, the Company or such affiliates. Following the Closing, for so long as such information is retained by the Seller in accordance with Section 5.06(a), the Seller shall permit the Buyer and its authorized representatives to have reasonable access and duplication rights (at the Buyer’s expense) during normal business hours, upon reasonable prior notice to the Seller, to the information described in Section 5.06(a) to the extent that such access may be reasonably required in connection with (i) any tax or accounting matter, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation tax return or accounting record, (ii) defending against or contesting any tax claims, audits or similar proceedings, (iii) any Action relating to the Company or the Business, (iv) any governmental filing or the conduct of any regulatory, contract holder, participant regulatory matter or other dispute resolution whether pending or threatened; and (iiiv) 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, valid legal 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 waiverbusiness purpose.

Post-Closing Access. (a) Following Subject to applicable Law and subject to Section 8.10(c), from and after the Closing DateClosing, Ceding Buyers shall cause each Company to, and its Affiliates each Company shall: , and Sellers shall (i) allow Reinsurerretain all books, through its Representativesledgers, upon files, reports, plans, operating records and any other material documents pertaining to such Company or the Business in existence at the Closing that are required to be retained under current retention policies (collectively, the “Records”) until the earlier of five years from the Closing Date and the date such Records would be destroyed in keeping with the record-keeping practices of the Companies or the Sellers as in effect on the Execution Date, and (ii) solely to the extent necessary for Buyer or Sellers, as applicable, to prepare financial statements or comply with applicable Law, any audit request, subpoena or other investigative demand by any Governmental Entity or to pursue or defend any Actions, or, in the case of Buyer, to facilitate transfer of information reasonably requested by Buyers with respect to overhead and shared services of the Business as of prior to Closing (x) provide Sellers or their representatives at Sellers’ sole expense with reasonable prior written notice access without hindering the normal operations of such Company (solely for the purpose of inspection and copying), and (y) provide Buyers or their Representatives at Buyers’ sole expense with reasonable access without hindering the normal operations of Sellers (solely for the purpose of inspection and copying), during normal business hours, and upon reasonable advance notice and under the right, at Reinsurer’s sole cost and expensesupervision of Buyers’ personnel, to examine and make copies the Records with respect to periods or occurrences prior to the Closing Date; provided, that the foregoing shall not require the applicable Party (A) to disclose any information, that in the reasonable judgment of Buyers would result in the disclosure of any books trade secrets of the Companies, Buyers, Sellers and records their Affiliates or of third parties or violate any of its obligations with respect to confidentiality or if any Law applicable to Buyers or the Companies requires any of the Companies to restrict or prohibit access to such information, (B) to disclose any privileged information of Buyers or the Companies (it being understood that information may be shared under a joint defense or similar agreement) or (C) to disclose information in connection with or in anticipation of an Action between Buyers and Sellers or their respective affiliates related to the Business which are retained by Ceding Company this Agreement or any of its Affiliates (including the Books Ancillary Agreements 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 Representativestransactions contemplated thereby, to interview Ceding Company’s employees for any reasonable business purpose relating to which the Business, including the preparation or examination rules 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 operationsdiscovery will apply. (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 DateClosing, Ceding Company the Buyer Parties shall, and its Affiliates shall: shall cause their respective subsidiaries to, permit the Seller, each Cash-Out Holder and their respective duly authorized representatives reasonable access (isubject to reasonable COVID-19-related health and safety measures) allow Reinsurer, through its Representatives, upon reasonable prior written notice and during normal business hourshours (upon reasonable advance written notice (e-mail being acceptable) to the Buyer) to all Contracts, 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 and other documents, information, materials and data (in any of its Affiliates (including the Books and Records set forth in Schedule 5.7media) 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 Acquired Assets and/or the Assumed Liabilities, in each case, with respect to periods prior to the Closing (and for any period ending after the Closing Date to the extent reasonably necessary for the Seller or the Cash-Out Holders to prepare and file their Tax Returns in accordance with applicable Law) for only the following reasons: (i) the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and statements, (ii) the conduct of any litigation Proceeding (whether pending or threatened) and (iii) the enforcement or discharge of its indemnification rights or other obligations under this Agreement; provided that such access shall be conducted in a manner that does not unreasonably interfere with the operations of the Business. The Seller and each Cash-Out Holder shall, and shall cause their respective authorized representatives to, maintain the confidentiality of any such materials or information in accordance the terms of Section 6.07(c). Notwithstanding the obligations contained in this Section 6.02(b), the Buyer Parties shall not be required to provide access to or to disclose information where such access or disclosure would or would reasonably be expect to jeopardize the attorney-client work product or other legal privilege of the Buyer Parties or violate or contravene applicable Law (other than books and records subject to joint defense or common interest privilege); provided that the Buyer Parties shall use commercially reasonable efforts to provide such information in a manner that does not result in a waiver of such privilege or violation or contravention of applicable Law. Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right, subject to compliance with all applicable Laws and the confidentiality obligations set forth in Section 6.07(c), to retain copies of books and records and other documents, information, materials and data (in any media) (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of the Business (A) relating to information (including personnel and similar records) regarding the Seller Business Employees or relating to the Tax Returns of or relating to the Business, (B) as required by applicable Law, Order or the conduct request of any regulatoryGovernmental Authority with applicable jurisdiction or (C) as may be necessary for the Seller and its Affiliates to perform their respective obligations pursuant to this Agreement or any other Transaction Document. The Buyer agrees that, contract holderwith respect to all original books and records and other documents, participant or other dispute resolution whether pending or threatened; information, materials and data of the Business included in the Acquired Assets, it will (x) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (y) apply preservation and retention policies that are no less stringent than those generally applied by the Buyer Parties from time to time with respect to their own businesses and (iiiz) maintain such books and records and other documents, information, materials and data for Reinsurer’s examination and copying until by the Seller (such copying to be at least the later expense of the sixth Seller) for six (6th6) 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 years following 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. (aEach of the Purchaser and the Company Entities shall retain the data, records, documents and other information relating to the Acquired Assets in accordance with Section 4.14(g) Following of the Closing Date, Ceding Credit Card Program Agreement. Each of the Purchaser and the Company and its Affiliates Entities shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior written notice of the other party and subject to applicable Requirements of Law relating to the exchange of information, take commercially reasonable efforts to afford to the other party, its Affiliates and its representatives reasonable access (including the right to copy), without charge, during normal business hours, to the rightAcquired Assets, at Reinsurer’s sole cost and expense, to examine and make copies of any the books and records related to relating thereto, any Person who maintains or controls any of the Business which are retained foregoing for such disclosing party or its Affiliates, all as may be reasonably requested by Ceding Company the requesting party or any of its Affiliates in order to enable the requesting party to (including i) prepare the Books Final Closing Statement and Records set forth participate in Schedule 5.7) for the resolution of any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statementsdisputes relating thereto; (ii) allow Reinsurer, through its Representatives, permit the performance of any covenants required to interview Ceding Company’s employees for any reasonable business purpose relating to be performed under this Agreement and the Business, including Ancillary Agreements after the Closing Date by the requesting party; (iii) permit 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 Tax Return or other dispute resolution whether pending or threateneddocument required to be filed with any Governmental Authority; and (iiiiv) maintain such books and records respond to any proceeding or to any claim made, or to any request for Reinsurer’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date orinformation, by any Governmental Authority or any other Person not a party hereto or an Affiliate thereof, including any Cardholder with respect to all Tax books and recordsmatters that may constitute Excluded Liabilities, 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 foregoing shall not unreasonably interfere with Ceding Company’s or require such disclosing party to permit 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 accessinspection, or to protect disclose any nonpublic supervisory information for which the requesting party has not received regulatory approval to share or any information subject to any attorney-client privilege or attorney work product; provided, however, that to privilege. To the extent that any disclosure pursuant to this Section 5.8 would reasonably be expected to result in a waiver of the attorney client privilege, upon the reasonable request by either the requesting party, the disclosing 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 find a method whereby such a waiverinformation may be provided to the requesting party without so giving rise to any such waiver of privilege or such violation of Requirements of Law, provided, that the requesting party shall provide commercial reasonable cooperation as may be reasonably requested to facilitate the provision of such information.

Post-Closing Access. (a) Following Each of the Purchaser and the Seller agrees that it shall, and shall cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that prior to disposing of any such records after such period, Ceding Company the applicable Person shall provide written notice to the other party of its intent to dispose of such records and its Affiliates shall: shall provide such party with the opportunity to take ownership and possession of such records (at such party’s sole expense) within sixty (60) days after such notice is delivered. If either party does not confirm their intention in writing to take ownership and possession of such records within such sixty (60)-day period, the Person who possesses the records may proceed with the disposition of such records. (b) After the Closing, the Seller and the Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such party, and at the sole expense of the requesting party, (i) allow Reinsurerin connection with any Action involving or insurance claims by the Seller or the Purchaser, through its Representativesrespectively, 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 their respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its Affiliates obligations under this Agreement or any of the other Transaction Documents or (including the Books and Records set forth in Schedule 5.7iii) 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 other reasonable business purpose relating to the BusinessSeller, including the preparation Purchaser or examination any of Tax Returnstheir respective Affiliates, regulatory but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and statutory filings the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and financial statements and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of any litigation relating to the Business, Business or the conduct of any regulatoryRetained Businesses, 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 discretionas applicable; provided, however, further that at any time prior no party shall be obligated to provide 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 information if such party is required under Applicable Law relating determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information of such party to privacy issues third parties, (B) (upon advice of counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to deny such accessa third party, or to protect (C) (upon advice of counsel) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or attorney work product; provided(D) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, howeverat the requesting party’s reasonable request, 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 parties shall use all their commercially reasonable efforts to obtain develop an arrangement to provide such access and communicate, to the extent feasible, the applicable information or a waiverportion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability under Contract or prohibited or inadvisable action; provided that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 7.06(b) to the extent such portions relate exclusively to the Retained Businesses. All requests for information made pursuant to this Section 7.06(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party.

Post-Closing Access. (a) Following From and after the Closing DateClosing, Ceding Company Buyer shall, and shall cause its Affiliates shall: Subsidiaries (including the Company), at Seller’s reasonable written request, to, (i) allow Reinsurer, through give Seller and its Representatives, upon Representatives reasonable prior written notice and during normal business hours, access to the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records related Related to the Business which or the Company prior to the Closing that, in each case, are retained by Ceding Company in the possession or any under the control of Buyer or its Affiliates (including Subsidiaries immediately after the Books and Records set forth in Schedule 5.7) for any reasonable business purposeClosing, 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 furnish to Seller and its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating Representatives such financial and operating data and other information Related to the Business, including Business or the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating Company prior to the BusinessClosing that, in each case, are in the possession or under the conduct control of any regulatory, contract holder, participant Buyer or other dispute resolution whether pending or threatened; its Subsidiaries immediately after the Closing and (iii) maintain use commercially reasonable efforts to cause the employees of Buyer and its Subsidiaries (including the Company) to reasonably cooperate with Seller and its Representatives, in each case of clauses (i), (ii) and (iii), to the extent reasonably requested by Seller in connection with accounting, Tax and other similar needs, including responding to and addressing (x) any claim related to or arising from any Retained Liabilities or (y) information requests from any Governmental Entities. Buyer shall retain such books and records Related to the Business or the Company for Reinsurera period of five (5) years after the Closing or, if shorter, the applicable period specified in Buyer’s examination and copying until document retention policy; provided, however, that Buyer shall notify Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the later of the sixth fifth (6th5th) anniversary of the Closing Date or, with respect in order to all Tax books and records, until sixty (60) days after provide Seller the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy opportunity to copy such books and records for use in the manner permitted by this Section 5.13(a). (b) From and after the Closing, Seller shall, and shall cause its discretionSubsidiaries, at Buyer’s reasonable written request, to, (i) give Buyer and its Representatives reasonable access to the books and records of the Seller and its Subsidiaries to the extent Related to the Business or the Company prior to the end of the term of the Transition Services Agreement that, in each case, are in the possession or under the control of Seller or its Subsidiaries immediately after the Closing, (ii) furnish to Buyer and its Representatives such financial and operating data and other information to the extent relating to the conduct of the Business or the Company prior to the end of the term of the Transition Services Agreement that, in each case, are in the possession or under the control of Seller or its Subsidiaries immediately after the Closing and (iii) use commercially reasonable efforts to cause the employees of the Seller and its Subsidiaries to reasonably cooperate with Buyer and its Representatives, in each case of clauses (i), (ii) and (iii), to the extent reasonably requested by Buyer in connection with accounting, Tax, SEC reporting and other similar needs to the extent Related to the Business or the Company prior to the end of the term of the Transition Services Agreement. Seller shall retain such books and records Related to the Business or the Company for a period of five (5) years after the Closing or, if shorter, the applicable period specified in Seller’s document retention policy; provided, however, that Seller shall notify Buyer in writing at least thirty (30) days in advance of destroying 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 prior 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. fifth (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 (6th5th) anniversary of the Closing Date or, with respect in order to all Tax books and records, until sixty (60) days after provide Buyer the expiration of any period imposed by Applicable Law after which Reinsurer may destroy opportunity to copy such books and records for use in the manner permitted by this Section 5.13(b). (c) Any such access described in Sections 5.13(a) and 5.13(b) above shall be granted in a manner as not to interfere unreasonably with the conduct of the business of the Party granting such access. The foregoing shall not require such Party (i) to permit any inspection, or to disclose any information, that would reasonably be expected to result in (A) the disclosure of any trade secrets of third parties or (B) the violation of any Law by Seller or any of its discretionSubsidiaries or (ii) to disclose any privileged information of Seller or any of its Subsidiaries; provided, however, that at in accordance with such trade secret or Law and in a manner that does not result in the waiver of any such privilege, such Party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply. Nothing in this Section 5.13 shall limit, expand or otherwise modify in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation and, for the avoidance of doubt, none of the provisions of this Section 5.13 shall require a Party to give to the other Party any information that would reasonably be expected to be relevant to any then existing actual or potential Action between the Parties. (d) From and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their respective commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and other Representatives for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Business or the Retained Businesses prior to such destruction Reinsurer shall give Ceding Company a reasonable opportunityor after the Closing (other than any dispute or Action between Seller, at Ceding Company’s expenseits Affiliates and their respective Representatives, to segregate on the one hand, and remove such books Buyer, its Affiliates and records as Ceding Company may selecttheir respective Representatives, on the other hand). Access to such employees Persons shall be granted during normal business hours at a location and Books in a manner reasonably calculated to minimize disruption to such individuals, the Business and Records shall not unreasonably interfere with the business operations of Reinsurer or its AffiliatesRetained Businesses, as applicable. Ceding Company shall pay any Seller and Buyer agree to reimburse each other for reasonable out-of-pocket expenses expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with Ceding Company’s access providing individuals and witnesses pursuant 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 waiver5.13(d).