(WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD).
THE REPLACEMENT INVESTMENT MANAGER SHALL ACCEPT ITS
APPOINTMENT BY ENTERING INTO AN 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
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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 X
ADMINISTRATION
SECTION 10.01
POLICY ADMINISTRATION.
THE CEDING COMPANY SHALL PROVIDE ALL
REQUIRED, NECESSARY AND APPROPRIATE CLAIMS, ADMINISTRATIVE AND OTHER SERVICES,
INCLUDING REPORTING UNDER ARTICLE VIII, WITH RESPECT TO THE REINSURED POLICIES.
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 AND THE UNDERWRITING
GUIDELINES; (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 10.02
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 INCLUDING ASSOCIATED DOCUMENTATION
AND SHALL MAKE SUCH DOCUMENTATION AVAILABLE FOR EXAMINATION AND INSPECTION BY
THE REINSURER.
ALL REPORTS PROVIDED BY THE CEDING COMPANY PURSUANT TO
ARTICLE VIII SHALL BE PREPARED IN ACCORDANCE WITH SUCH SYSTEM AND PROCEDURES AND
SHALL BE CONSISTENT WITH THE CEDING COMPANY'S BOOKS AND RECORDS.
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ARTICLE XI
TERM AND TERMINATION
SECTION 11.01
DURATION OF AGREEMENT.