【正文】 r as recaptured or all policies of the issue year(s) in which policies were internally replaced as recaptured. Such recapture will be subject to the payment of a Terminal Accounting and Settlement by MetLife to the Reinsurer as described in Article IX. For purposes of this Agreement, the term Program of Internal Replacement means any effort by MetLife, its affiliates, successors or assigns generally to solicit replacements of Policies by which a Policy or any portion of the cash value of a Policy is exchanged for another policy or contract that is not reinsured under this Agreement。s liability。s Corporation for financial strength, as represented and warranted in the Reinsurer39。 (b) in the event that the rating assigned to such Reinsurer by any of A. M. Best Company for financial condition, operating performance and market profile。s liability on such Policy is terminated。 and The parties will act in good faith to reach agreement as to the correct amount of consideration whenever there is disagreement as to the amount of consideration, as determined under Treas. Reg. (f). ARTICLE VIII. DURATION, RECAPTURE AND TERMINATION 1. Duration. Except as otherwise provided herein, this Agreement is unlimited in duration. 2. Reinsurer39。 and Each party shall attach a schedule to its federal ine tax return for its first taxable year ending after the election bees effective that identifies the agreements (including this agreement) for which joint elections have been made under the Regulation. Pursuant to this joint election: each party shall exchange information pertaining to the amount of consideration under this Agreement to assure consistency or as may otherwise be required by the Internal Revenue Service。 and (ii) any Modified Coinsurance Reserve Adjustment payable to the Reinsurer determined in accordance with Article IV. (b) Simultaneously, the Reinsurer will pay MetLife the sum of: (i) Reimbursement for Benefit Payments, determined in accordance with Article V。 (ii) the Allowance determined in accordance with Article (iii) any Modified Coinsurance Reserve Adjustment payable to MetLife determined in accordance with Article IV。 (f) interest credited to Policies by MetLife in accordance with Policy terms, of any reimbursements for such credits accrued by MetLife under Existing Reinsurance。 (b) matured endowments incurred by MetLife in accordance with Policy terms, of reimbursements for such endowments accrued by MetLife under Existing Reinsurance。 and (b) equals the Taxes and Assessments as defined in Paragraph 5 below. 4. Expenses. The allowance for any expenses incurred in connection with the Policies is included in the Allowance described in Paragraph 1. This Allowance is sufficient to cover anticipated allocable renewal expenses incurred by MetLife on the Policies reinsured. The Reinsurers will not reimburse MetLife for any other expenses incurred in connection with the Policies. 5. Taxes and Assessments. Taxes and Assessments are the allowances for any gross state and local premium taxes (including franchise taxes to the extent measured solely by premiums) paid in cash on premiums received in respect to the Policies, as well as additive state and local taxes. Gross state and local premium taxes will be before offsets and credits, including premium tax credits from guarantee fund assessments. The Reinsurers will not reimburse MetLife for any other taxes or assessments paid by MetLife in connection with the Policies. ARTICLE IV. MODIFIED COINSURANCE RESERVE ADJUSTMENT 1. Initial Reserve Adjustment. Simultaneously with the payment of the Initial Reinsurance Premium, as described in Article II Paragraph 1, by MetLife to the Reinsurers, each Reinsurer will pay MetLife an initial reserve adjustment in an amount equal to the Modified Coinsurance Reserve, determined in accordance with Schedule C, Paragraph 2, calculated as of the date of this Agreement. 2. Modified Coinsurance Reserve Adjustment. The Modified Coinsurance Reserve Adjustment will be puted each Accounting Period equal to (a) minus (b) minus (c), where: (a) equals the Modified Coinsurance Reserve, as defined in Schedule C Paragraph 2, at the end of the current Accounting Period on the Policies。s quota share of the Policy Statutory Reserve, as described in Schedule C, Paragraph 1, calculated as of the date of this Agreement. 2. Renewal Reinsurance Premium. Each Accounting Period, MetLife shall pay to each Reinsurer a Renewal Reinsurance Premium in an amount equal to the Reinsurer39。s acceptance or rejection of the change within fifteen (15) days after receipt of notice of the change. Each Reinsurer that accepts any such change will (a) assume that portion of any increase in MetLife39。s liabilities under the policies (the Policies) listed in Schedule A, of Existing Reinsurance as described in Schedule B, in the amount that is specified in the Certificate. 2. Conditions. This reinsurance is subject to the same limitations and conditions specified in the Policies, except as otherwise provided in this Agreement. 3. Policy Changes. MetLife must provide written notification to the Reinsurers of any program to change the original terms or conditions of a class of Policies with an aggregate face amount of more than one percent (1%) of the aggregate face amount of all Policies not later than fifteen (15) days after the change takes effect. Each Reinsurer will provide written notification to MetLife of the Reinsurer39。s quota share of all amounts received by the MetLife Ordinary Life Closed Block in connection with the reinstatement of the Policy. 5. No Extracontractual Damages. No Reinsurer assumes liability under this Agreement for any damages, fines, penalties, costs or expenses, or portion thereof, levied on or assessed against MetLife by any court or regul