【正文】 request, it has provided certain information pertaining to the MetLife Ordinary Life Insurance Closed Block for the Reinsurers39。 (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。 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。 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) any portion or percentage of all reinsurance under this Agreement is recaptured in accordance with Article VIII, Paragraph 3。s new status. MetLife will provide thirty (30) days advance notice prior to the effective date of recapture. Such recapture will be subject to the payment of a Terminal Accounting and Settlement as described in Article IX. 4. Internal Replacements. Should MetLife, its affiliates, successors or assigns, initiate a Program of Internal Replacement that includes any of the Policies reinsured hereunder, MetLife will immediately notify the Reinsurers. All solicited replacement policies will be treated as recaptured rather than surrendered. Each Reinsurer may elect at its sole option to treat either all policies reinsured hereunder 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。 provided, further, that the Reinsurer shall notify MetLife of any such change in voting control within five (5) days after the date of such change。s liability。s liability。s Corporation for financial strength, as represented and warranted in the Reinsurer39。s Investors Service for financial strength。 (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 option: (a) at any time following the fifth anniversary of the Reinsurance Agreement, provided that each Reinsurer39。s liability on such Policy is terminated。s liability with respect to any Policy reinsured hereunder will terminate on the earliest of (i) the date such Policy is recaptured。 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。 The Reinsurer may challenge such calculation within ten (10) working days of receipt of MetLife39。 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 (iv) Any Experience Refund determined in accordance with Article VI. 4. Amounts Due Quarterly. Except as otherwise specifically provided in this Agreement, all amounts due to be paid to either MetLife or each Reinsurer under this Agreement will be determined on a basis at the end of each Accounting Period. Net amounts due the Reinsurer will be payable within sixty (60) days after the end of each Accounting Period. Net amounts due MetLife will be payable fifteen (15) days after the receipt of the quarterly accounting report with respect to such Accounting Period. 5. Annual Accounting Reports. MetLife will provide annual accounting reports to the Reinsurers within fortyfive (45) days after the end of the calendar year for which such reports are prepared. These reports will contain sufficient information about the Policies to enable each Reinsurer to prepare its annual financial reports and to verify the information reported in Schedule G, and will include Exhibit 8 (Aggregate Reserve for Life Policies and Contracts) by reserve basis, Page 7 (Analysis of Increase in Reserves and Deposit Funds During the Year), Pages 2425 (Exhibit of Life Insurance), Schedule S of the Annual Statement and the RiskBased Capital report. 6. Estimations. If the amounts required in Paragraph 3 above cannot be determined by the dates described in Paragraph 4 above, on an exact basis, such amounts will be estimated in accordance with reasonable actuarial methods that will approximate the actual amounts. Adjustments to payments based upon such estimates will then be made to reflect actual amounts when such amounts bee available. 7. Delayed Payments. For purposes of Paragraph 4 above, if there is a delayed settlement of a payment due, interest will be payable for the number of days from the due date through the date paid, at an annualized rate equal to the sum of (i) the one month London Interbank Offered Rate (LIBOR) as published by