【導讀】BETWEEN. AND. CERTAINREINSURERS. TABLEOFCONTENTS. PREAMBLE. SCHEDULECRESERVES. PREAMBLE. follows:. inc

　　

【正文】 hat providing unsolicited replacements at the request of a Policy owner shall not be considered a Program of Internal Replacement. 5. Termination for Nonpayment of Amounts Due. If MetLife fails to pay the Reinsurance Premiums or any other amounts due to a Reinsurer pursuant to this Agreement within niy (90) days after the end of any Accounting Period, that Reinsurer may terminate this Agreement, subject to thirty (30) days prior written notice to MetLife. If a Reinsurer fails to pay the Reimbursement for Benefit Payments or any other amounts due to MetLife pursuant to this Agreement, within sixty (60) days after the receipt of the Quarterly Accounting Report, MetLife may terminate this Agreement as to that Reinsurer, subject to thirty (30) days prior written notice to the Reinsurer. Such termination will be subject to the payment of a Terminal Accounting and Settlement as described in Article IX Paragraph 3. ARTICLE IX. TERMINAL ACCOUNTING AND SETTLEMENT 1. Terminal Accounting. A Terminal Accounting and Settlement will take place if: (1) any reinsurance under this Agreement is recaptured in accordance with Article XIII Paragraph 6。 (2) any portion or percentage of all reinsurance under this Agreement is recaptured in accordance with Article VIII, Paragraph 3。 (3) the Policies are subject to a Program of Internal Replacement as described in Article VIII, Paragraph 4。 or (4) this Agreement is terminated. 2. Terminal Accounting Date. A Terminal Accounting Date will be the earliest of: (1) the effective date of recapture pursuant to any notice of recapture given under this Agreement。 (2) the effective date of termination pursuant to any notice of termination given under this Agreement。 or (3) such other date mutually agreed in writing. 3. Settlement. The Terminal Accounting and Settlement payment to any Reinsurer will consist of: (a) the quarterly settlement as provided in Article VII, Paragraph 3, puted as of the Terminal Accounting Date。 (b) payment by MetLife to the Reinsurer of a terminal reserve equal to the Modified Coinsurance Reserve on the Policies as of the Terminal Accounting Date。 (c) payment by the Reinsurer to MetLife of a terminal reserve adjustment equal to the Modified Coinsurance Reserve on the Policies as of the Terminal Accounting Date。 and (d) payment by MetLife to the Reinsurer of any Memorandum Account as described in Article VII, Paragraph 9, as of the Terminal Accounting Date. If only a portion or a percentage of all of Policies is recaptured, then the Terminal Accounting and Settlement payment described above will be made only with respect to the portion or percentage of such Policies recaptured. 4. Supplementary Accounting and Settlement. In the event that, subsequent to the Terminal Accounting and Settlement as provided above, a change is made with respect to any amounts due, a supplementary accounting will take place pursuant to Paragraph 3 above. Any amount owed to MetLife or to any Reinsurer by reason of such supplementary accounting will be paid within fifteen (15) days following the pletion thereof. ARTICLE X. METLIFE REPRESENTATIONS AND WARRANTIES MetLife represents and warrants, to the best of its knowledge, the following: 1. Corporate Status. MetLife is duly licensed, qualified or admitted to do business and is in good standing in all jurisdictions in which it is required to be so qualified, licensed or admitted to do business by the laws thereof. 2. Authority. MetLife has the full corporate power and authority to carry out and perform its undertakings and obligations under this Agreement. This Agreement has been duly and validly signed and delivered by MetLife. MetLife shall at all times maintain in force all such legal and regulatory authorizations as may be reasonably necessary or appropriate for the performance of its obligations under this Agreement. 3. MetLife Information. MetLife acknowledges that, at the Reinsurers39。 request, it has provided certain information pertaining to the MetLife Ordinary Life Insurance Closed Block for the Reinsurers39。 consideration. This information included but is not limited to a copy of the PricewaterhouseCoopers May 12, 2020 document captioned Closed Block Funding for MetLife US Traditional Life and US Industrial Life that was originally distributed to the New York State Insurance Department (the Department) as documentation related to the overall demutualization process. MetLife represents that all factual information that it provided to the Reinsurers is plete and accurate as of the date of the document in which such information is contained. MetLife further represents that any assumptions made in providing this information were based upon informed judgment and are consistent with sound actuarial principles. MetLife further represents that it is not aware of any omissions, errors, changes or discrepancies that would materially affect this information. MetLife acknowledges that the Reinsurers have relied on this information and the foregoing representations in entering into this Agreement. The preceding representations and the information provided are not to be construed as warranties by MetLife to any Reinsurer with respect to future mortality, lapse, expense or investment experience of the Policies or their associated liabilities and assets. 4. Other Reinsurance. (a) As of the date of this Agreement, MetLife has in force, with respect to the Policies, various cessions of reinsurance on a coinsurance, YRT, excess or other basis (each an Existing Reinsurance) that it expects to continue in force under reinsurance agreements that are listed in Schedule B. MetLife reserves the right to recapture any Existing Reinsurance at any time, provided that reinsurance prov