Form of Monitoring and Reporting Agreement - Primerica Life Insurance Co.



 Exhibit 10.43 
  
 Form of Monitoring and Reporting Agreement (PLICC) 
  
 MONITORING AND REPORTING AGREEMENT 
  
 This MONITORING AND REPORTING AGREEMENT, dated as of [DATE] (this “Agreement”) is entered into
by and among Primerica Life Insurance Company of Canada, a life insurance company incorporated under the Insurance Companies Act (Canada) (“PLICC”) and Financial Reassurance Company 2010 Ltd, a reinsurance company
incorporated in Bermuda and registered as an insurer pursuant to the Insurance Act 1978 of Bermuda (“FRAC”). 
  
 WHEREAS, as of the date hereof, PLICC and FRAC have entered into certain agreements, including that certain Coinsurance Agreement (the
“Coinsurance Agreement”); 
  
 WHEREAS, pursuant to such Coinsurance Agreement, PLICC, as the ceding company, has agreed to cede to FRAC, and FRAC, as the reinsurer, has agreed to assume from PLICC, certain liabilities relating to the term life insurance policies
being reinsured thereunder; 
  
 WHEREAS, the
parties hereto recognize that, as an 80% quota share reinsurer, FRAC has a substantial economic stake in the management and administration of the Reinsured Policies and Covered Liabilities (as such terms are defined in the Coinsurance Agreement);
and 
  
 WHEREAS, the parties agree that PLICC
should have flexibility with respect to the management, administration and financial performance of the Reinsured Policies and Covered Liabilities in accordance with the Coinsurance Agreement; 
  
 WHEREAS, the parties have nevertheless agreed that FRAC
shall have the right to monitor the management, administration and financial performance of the Reinsured Policies in accordance with this Agreement; 
  
 NOW THEREFORE, in consideration of the respective covenants, agreements, representations and warranties of the parties herein
contained in the Coinsurance Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows: 
  
 ARTICLE I 
  
 MONITOR 
  
 Section 1.1 For so long as Citigroup Inc. or any of its
affiliates (“Citigroup”) remains the ultimate controlling company of FRAC, PLICC shall allow FRAC and any reasonable number of counsel, financial advisors, accountants, actuaries and other representatives of FRAC, reasonable access,
upon reasonable advance notice and during normal business hours to the facilities, documents, information, auditors, actuaries, outside advisors and relevant personnel of PLICC related to the management, administration and financial performance of
the Reinsured Policies and Covered Liabilities. Such individual (or individuals) representing FRAC shall be referred to herein as a “Monitor”. FRAC shall ensure that a Monitor, in performing his or her duties, shall not disrupt the
normal operations of PLICC in any material respect. Notwithstanding the foregoing or any other provision of this Agreement, PLICC shall not be obligated to provide such access to any facilities, documents, information, auditors, actuaries,








 
outside advisors and relevant personnel of PLICC to the extent that doing so would violate applicable law or jeopardize the protection of an attorney-client privilege; provided that, in either
circumstance, the parties will cooperate in good faith to determine a manner in which information can be shared so as to not violate applicable law or jeopardize the protection of an attorney-client privilege, as applicable. 
  
 Section 1.2 All costs and expenses associated with the
Monitor or the activities of the Monitor shall be borne by FRAC; provided, however, FRAC shall only reimburse PLICC for any reasonable out-of-pocket costs that PLICC incurs in providing assistance to the Monitor in connection with this Agreement.

  
 Section 1.3 Subject to the provisions of
Section 2.1, PLICC shall use reasonable best efforts to assist and cooperate with the Monitor in providing access to the relevant experience data, books, records, documents, information and relevant personnel of PLICC related to the Reinsured
Policies and Covered Liabilities. 
  
 ARTICLE II

  
 ACCESS 
  
 Section 2.1 In no event shall any Monitor have access to
any portion of PLICC’s Network; provided, however, this Section 2.1 shall not be construed in any way whatsoever to (i) supersede the rights of the parties pursuant to the access to books and records provisions contained within
Article XII of each of the Coinsurance Agreement or (ii) limit the Monitor’s access in any way whatsoever to the data in the Network. “Network” shall mean PLICC’s information technology systems (or such systems
of a third party operated on behalf of PLICC), including all data they contain and all computer software and hardware related to the Reinsured Policies and Covered Liabilities. 
  
 Section 2.2 When a Monitor is at PLICC’s facilities, he or she shall comply with all generally
applicable policies, procedures and regulations of PLICC, to the extent that such polices, procedures and regulations have been disclosed to FRAC or such Monitor. 
  
 Section 2.3 When any Monitor enters or is within PLICC’s premises, such Monitor must establish his or
her identity to the satisfaction of security personnel and comply with all security directions given by them, including directions to display any identification cards provided by PLICC. 
  
 ARTICLE III 
  
 FINANCIAL AND MONITORING REPORTS 
  
 Section 3.1 For so long as Citigroup remains the ultimate controlling company of [PLICC and FRAC], PLICC will
provide FRAC with an accurate and complete copy of the Monthly Account Balance Report (as defined in the Coinsurance Agreement) no later than the third (3rd) business day prior to the last calendar day of each month, and such other information as may be necessary, in
order for each party hereto to record the monthly financial results of the Coinsurance Agreement within the same financial reporting period. 







 Section 3.2 For so long as Citigroup remains the ultimate controlling company of FRAC,
within twenty (20) business days after the end of each calendar month PLICC shall provide FRAC with the reports specified on Schedule A attached hereto, in each case in such format as utilized by PLICC at such time. 
  
 Section 3.3 For so long as Citigroup remains the ultimate
controlling company of FRAC, within twenty (20) business days after the end of each calendar quarter, PLICC shall provide FRAC accurate and complete copies of the following: (i) the Quarterly Lapse Report and (ii) the Quarterly
Mortality Report in each case in such format as utilized by PLICC at such time. 
  
 Section 3.4 For so long as Citigroup remains the ultimate controlling company of FRAC, in addition to the reports described in Sections 3.1, 3.2 and 3.3 hereto, the parties hereto agree that PLICC
shall provide FRAC copies of any other reports that are produced by PLICC or may reasonably be produced by PLICC relating to the Reinsured Policies and/or Covered Liabilities which FRAC, in its reasonable discretion, determines are reasonably
necessary for its review. 
  
 ARTICLE IV

  
 CONFIDENTIALITY 
  
 Section 4.1 In performing its monitoring rights under this
Agreement, FRAC will comply (and will cause all Monitors to comply) with the terms and conditions of Section 21.10 of the Coinsurance Agreement regarding Confidential Information (as defined therein). 







 ARTICLE V 
  
 TERMINATION 
  
 Section 5.1 This Agreement shall remain in effect until the earlier to occur of (i) the termination
of the Coinsurance Agreement, or (ii) Citigroup no longer being the ultimate controlling company of FRAC. 
  
 ARTICLE VI 
  
 MISCELLANEOUS 
  
 Section 6.1 FRAC shall indemnify and hold PLICC, its affiliates and their directors, officers, employees and successors (the “PLICC Indemnified Party”) harmless against any damages, costs
and out-of-pocket expenses (including reasonable attorneys’ fees) arising from or in connection with (a) FRAC’s or any Monitor’s breach of its confidentiality obligations hereunder, (b) FRAC’s or any Monitor’s
violation of applicable law in connection with this Agreement, or the information or access provided pursuant to this Agreement, (c) any negligent or intentional misconduct of FRAC or any Monitor in connection with any monitoring permitted or
access provided under this Agreement or (d) injury to or death of any person, or loss of or damage to tangible property, to the extent caused by the FRAC or any Monitor. 
  
 Section 6.2 This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns. This Agreement may not be assigned by the parties hereto without the requirement of the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. 
  
 Section 6.3 This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to the choice of law principles thereof. 
  
 Section 6.4 This Agreement may not be amended without the prior written consent of all parties hereto. This Agreement may be executed in
one or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
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 This MONITORING AND REPORTING AGREEMENT is executed by the parties duly authorized
officers on the dates indicated below with an effective date of [DATE]. 
  

			
	FINANCIAL REASSURANCE COMPANY 2010 LTD
		
	By:	 	  


	 	 	Name:
	 	 	Title:
	
	PRIMERICA LIFE INSURANCE COMPANY OF CANADA
		
	By:	 	  


	 	 	Name:
	 	 	Title: