INVESTMENT MANAGEMENT AGREEMENT IN A FORM ACCEPTABLE TO THE CEDING COMPANY AND
THE REINSURER, AND SUBSTANTIALLY SIMILAR TO THE INVESTMENT MANAGEMENT
AGREEMENT.
THE REINSURER SHALL APPOINT ATHENE ASSET MANAGEMENT, LLC AS
INVESTMENT MANAGER TO PROVIDE INVESTMENT MANAGEMENT SERVICES WITH RESPECT TO THE
ASSETS HELD IN ANY REINSURANCE TRUST ESTABLISHED UNDER THIS AGREEMENT.
(B)
THE REINSURER SHALL INDEMNIFY THE CEDING COMPANY FOR ANY LOSS,
LIABILITY OR DAMAGE RESULTING FROM ANY CLAIM BROUGHT AGAINST THE CEDING COMPANY
BY THE COUNTERPARTY TO, AND ARISING OUT OF, ANY SWAP, FUTURE, OPTION OR OTHER
DERIVATIVE TRANSACTION WHICH IS EXECUTED BY THE INVESTMENT MANAGER IN THE CEDING
COMPANY'S NAME IN ACCORDANCE WITH THE INVESTMENT MANAGEMENT AGREEMENT.
ARTICLE XI
ADMINISTRATION
SECTION 11.01
POLICY ADMINISTRATION.
THE CEDING COMPANY SHALL PROVIDE
ALL REQUIRED, NECESSARY AND APPROPRIATE CLAIMS, ADMINISTRATIVE AND OTHER
SERVICES, INCLUDING REPORTING UNDER ARTICLE IX, WITH RESPECT TO THE REINSURED
POLICIES AND HEDGES.
THE CEDING COMPANY SHALL USE REASONABLE CARE IN ITS
UNDERWRITING, ADMINISTRATION AND CLAIMS PRACTICES WITH RESPECT TO THE REINSURED
POLICIES AND IN ADMINISTERING AND PERFORMING ITS DUTIES UNDER THIS AGREEMENT AND
SUCH PRACTICES, ADMINISTRATION AND PERFORMANCE SHALL (A) BE CONSISTENT WITH THE
CEDING COMPANY'S EXISTING PRACTICES, ADMINISTRATION AND PERFORMANCE, THE PRICING
METHODOLOGY AND THE HEDGING PROCEDURES; (B) CONFORM WITH LAW; (C) NOT BE
FRAUDULENT AND (D) BE NO LESS FAVORABLE THAN THOSE USED BY THE CEDING COMPANY
WITH RESPECT TO OTHER POLICIES OF THE CEDING COMPANY NOT REINSURED BY THE
REINSURER.
THE CEDING COMPANY SHALL NOT OUTSOURCE ANY UNDERWRITING FUNCTIONS,
ADMINISTRATIVE FUNCTIONS OR CLAIMS ADMINISTRATION WITH RESPECT TO THE REINSURED
POLICIES OR THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE REINSURER.
IF THE REINSURER CONSENTS TO ANY SUCH OUTSOURCING, THE CEDING COMPANY SHALL
SECURE THE REINSURER'S RIGHT TO AUDIT AND INSPECT THE PARTY PERFORMING SUCH
OUTSOURCED SERVICES.
SECTION 11.02
RECORD KEEPING.
(A)
THE CEDING COMPANY SHALL MAINTAIN ALL RECORDS AND CORRESPONDENCE
FOR SERVICES PERFORMED BY THE CEDING COMPANY HEREUNDER RELATING TO THE REINSURED
POLICIES IN ACCORDANCE WITH INDUSTRY STANDARDS OF INSURANCE RECORD KEEPING.
IN
ADDITION, SUCH RECORDS SHALL BE MADE AVAILABLE FOR EXAMINATION, AUDIT, AND
INSPECTION BY THE DEPARTMENT OF INSURANCE OF ANY STATE WITHIN WHOSE JURISDICTION
THE CEDING COMPANY OR THE REINSURER OPERATES. THE CEDING COMPANY AND THE
REINSURER FURTHER AGREE THAT IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT,
ANY SUCH RECORDS IN THE POSSESSION OF THE REINSURER SHALL PROMPTLY BE DUPLICATED
AND FORWARDED TO THE CEDING COMPANY UNLESS OTHERWISE INSTRUCTED.
(B)
THE CEDING COMPANY SHALL ESTABLISH AND MAINTAIN AN ADEQUATE SYSTEM
OF INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING RELATING TO THE
REINSURED POLICIES AND HEDGES INCLUDING ASSOCIATED DOCUMENTATION AND SHALL MAKE
SUCH DOCUMENTATION AVAILABLE FOR EXAMINATION AND INSPECTION BY THE REINSURER.
ALL REPORTS PROVIDED BY THE CEDING COMPANY
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PURSUANT TO ARTICLE IX SHALL BE PREPARED IN ACCORDANCE WITH SUCH SYSTEM AND
PROCEDURES AND SHALL BE CONSISTENT WITH THE CEDING COMPANY'S BOOKS AND RECORDS.
ARTICLE XII
TERM AND TERMINATION
SECTION 12.01
DURATION OF AGREEMENT.
SUBJECT TO SECTION 12.02, THIS
AGREEMENT IS UNLIMITED AS TO ITS DURATION.
SECTION 12.02