Common use of Non-Guaranteed Elements Clause in Contracts

Non-Guaranteed Elements. (a) The Ceding Company has provided to the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related to the Third Amendment Additional Policies, as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company in determining over time the amounts in items (i), (ii) and (iii) above as well as any other of the Non-Guaranteed Elements, including, without limitation, financial or actuarial models used in determining the Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to the Ceding Company in respect of the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements to reasonably reflect the results of such evaluation. If, from and after the Signing Date, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, the Reinsurer shall be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelines. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company has provided shall have the ultimate authority to the Reinsurer as an additional element of the Risk Evaluation Materials full establish and complete copies of the following information and analyses related to the Third Amendment Additional Policies, as applicable: control (i) current the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and projected cost renewal crediting rates, (B) Premiums following the expiration of the period during which Premium amounts for the applicable Covered Insurance Policies are fixed and constant (i.e., rate guarantee periods), (C) insurance charges charges, (D) loads and other costs and charges for expense charges, (E) mortality and administration of the Third Amendment Additional Policies; expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates and (ii) current and projected interest credited rates; in respect of the Surplus Participation Payments, (iiiA) current and projected dividend scales; the average payout timing of such payments and (ivB) the surplus tally calculation of such payments (each of such items, a description of “Non-Guaranteed Element”); provided, however, that the actuarial, financial Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and other policies, guidelines and methodologies used procedures applied by the Ceding Company for its similar businesses and in determining over accordance with Applicable Law. The Ceding Company agrees that, from and after the Amendment Date, it shall take into account the recommendations of the Reinsurer regarding the Non-Guaranteed Elements (whether in response to a change proposed by the Ceding Company or at the initiative of the Reinsurer), and, to the extent such recommendations comply with Applicable Law, the terms of this Agreement, the applicable Covered Insurance Policies and generally accepted actuarial standards of practice, the Ceding Company shall not unreasonably reject such recommendations. Each time the amounts in items (i), (ii) and (iii) above as well as Ceding Company elects to change any other of the Non-Guaranteed Elements, includingother than (1) any change in initial or renewal crediting rates, without limitationPolicy Loan rates, financial index cap or actuarial models used participation rates, any other similar change or any change required by any Applicable Law or Governmental Authority or (2) any change in determining the Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to the Ceding Company term Premiums charged in respect of term Covered Insurance Policies that have reached the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production end of the additional Risk Evaluation Materials level-term period (each of the items listed (1) or (2), a an “Company GuidelinesExcluded NGE Change”), the Ceding Company shall at notify the Reinsurer in writing of such change to any Non-Guaranteed Elements as soon as practicable but in no case later than forty-five (45) calendar days after the effective date of such change; provided, however, that, in the case of any such change to a Non-Guaranteed Element specified in clauses (i) or (ii)(A) of the definition thereof that affects more than five percent (5%) of the Covered Insurance Policies in any Reinsured Portfolio, the Ceding Company will use its reasonable best efforts to notify the Reinsurer thirty (30) calendar days before such change takes place (each form of notice described in this sentence, an “NGE Change Notice”). (b) If the Reinsurer reasonably determines that any such change, or the unreasonable rejection of any recommendations by the Reinsurer, to the Non-Guaranteed Elements, other than Excluded NGE Changes, would reasonably be expected to have a material adverse impact on the Reinsurer’s requestliability hereunder (an “NGE MAE”), but at least annuallythe Reinsurer may so notify the Ceding Company in writing of such determination within twenty-five (25) calendar days following the Reinsurer’s receipt of notice from the Ceding Company of the change, re-evaluate experience including an NGE Change Notice. Within thirty (30) calendar days of receipt of such a notice from the Reinsurer, the Ceding Company shall engage an Independent Actuary, with respect to the Third Amendment Additional Policies and, as warranted and selection of the Independent Actuary subject to the other terms and provisions of this Amendment No. 3Reinsurer’s prior written consent, shall adjust not to be unreasonably withheld, to (i) determine whether the change to the Non-Guaranteed Elements to reasonably reflect will have an NGE MAE (if the results existence of such evaluationan NGE MAE is disputed) and (ii) if so, estimate the present value of the NGE MAE impact (if any). If, from and after If the Signing DateIndependent Actuary determines that there will be an NGE MAE, the Ceding Company sets will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such Independent Actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence and amount of any NGE MAE will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines there will not be any NGE MAE, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer hereby agrees that any change to a Non-Guaranteed Elements in a manner Element that is not consistent with initiated, recommended, approved or ratified by the Company GuidelinesReinsurer, solely in respect any Affiliate of the determination Reinsurer or a Reinsurer Appointed Administrator shall be deemed not to have a material adverse effect on the Reinsurer’s liability hereunder. (c) Within a reasonable period of reinsurance premiums time prior to be paid by, effecting any Excluded NGE Change required by Applicable Law or the reinsurance benefits to be paid toa Governmental Authority, the Ceding Company with respect shall provide reasonably detailed notice to this reinsurancethe Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any such Excluded NGE Change, the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change is an Excluded NGE Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be entitled deemed to adjust cost have accepted such change. Should the Reinsurer provide timely notice of insurancedisagreement, credited rateduring the five (5) Business Days immediately following the delivery of such notice, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment Noand the Reinsurer will seek in good faith to resolve any disputes as to the change. 3 In the event the Parties cannot resolve such dispute within such period, either Party may elect to reflect and conform refer the dispute for arbitration pursuant to a reasonable prospective application Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded NGE Change. If the resolution of the Company Guidelines. (c) For purposes of this Amendment No. 3dispute results in a determination that the change was not an Excluded NGE Change, the term “Non-Guaranteed Elements” means cost Parties will use the mechanism set forth in Section 2.5(b) to value the impact of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policieschange.

Non-Guaranteed Elements. (a) The Ceding Company has provided Reinsurer may, from time to time, make recommendations to the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related Company with respect to the Third Amendment Additional Policies, as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company in determining over time the amounts in items (i), (ii) and (iii) above as well as any other of the Non-Guaranteed Elements, including, without limitation, financial or actuarial models used in determining the Non-Guaranteed Elements so long as the recommendations comply with the written terms of the LBL Contracts, Applicable Law and a full description Actuarial Standards of all regulatory or other commitments made Practice promulgated by or applicable the Actuarial Standard Board governing redetermination of non-guaranteed charges. The Company shall fully consider any such recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted and shall not unreasonably delay implementation of any accepted recommendations after such recommendations are provided in writing, except to the Ceding extent that an applicable Governmental Entity finally determines that Applicable Law would require the implementation of such recommendations to apply to any policy or contract that constitutes Company Business. Notwithstanding anything to the contrary contained herein, in respect the event that an applicable Governmental Entity finally determines that Applicable Law would require the implementation of the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies Reinsurer’s recommendations with respect to one or more LBL Contracts to apply to any policy or contract that constitutes Company Business (a) the Parties shall cooperate in good faith to develop a mutually agreeable plan to set Non-Guaranteed Elements provided with respect to such LBL Contracts and such Company Business, and the Parties shall implement any such plan so agreed and (b) the Company shall not be liable for any Indemnified Losses incurred by the Reinsurer described in clause (a) of this Section 8 in connection with production as a result of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at Company’s failure to implement the Reinsurer’s request, but at least annually, re-evaluate experience with respect to recommendations. In the Third Amendment Additional Policies and, as warranted and subject to event that the other terms and provisions of this Amendment No. 3, shall adjust Company is notified by an applicable Governmental Entity that it proposes making a determination that Applicable Law would require the Non-Guaranteed Elements to reasonably reflect the results implementation of such evaluation. If, from and after the Signing Daterecommendations to apply to any policy or contract that constitute Company Business, the Ceding Company sets Non-Guaranteed Elements shall promptly (but in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, any event within two (2) Business Days) notify the Reinsurer shall be entitled of such notification. The parties will thereafter cooperate in good faith and use their reasonable best efforts to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or reach agreements with such Governmental Entity that will avoid a final determination to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelinessuch effect. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Ceding Company has provided With respect to the Reinsurer as an additional element LBL Contracts, in accordance with the terms of the Risk Evaluation Materials full and complete copies of Reinsurance Agreement, the following information and analyses related Administrator may provide recommendations to the Third Amendment Additional Policies, Company as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of to the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company in determining over time the amounts in items (i), (ii) and (iii) above as well as any other of the Non-Guaranteed Elements, including, without limitation, financial or actuarial models used in determining the Non-Guaranteed Elements and a full description setting of all regulatory or other commitments made by or applicable to the Ceding Company in respect of the Non-Guaranteed Elements. (b) Consistent With respect to the Vermont Captive Contracts, the Administrator, in consultation with the policiesVermont Captive, guidelines and methodologies may, from time to time, make recommendations to the Company with respect to the Non-Guaranteed Elements provided to so long as the Reinsurer described in clause (a) of this Section 8 in connection recommendations comply with production the written terms of the additional Risk Evaluation Materials (Vermont Captive Contracts, Applicable Law and Actuarial Standards of Practice promulgated by the “Company Guidelines”), the Ceding Actuarial Standard Board governing redetermination of non-guaranteed charges. The Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the establish Non-Guaranteed Elements Elements, taking into account the recommendations of the Administrator (in consultation with the Vermont Captive) with respect thereto. The Company shall fully consider any such recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted and shall not unreasonably delay implementation of any accepted recommendations after such recommendations are provided in writing, except to reasonably reflect the results extent that an applicable Governmental Entity finally determines that Applicable Law would require the implementation of such evaluation. If, from and after the Signing Date, the Ceding recommendations to apply to any policy or contract that constitutes Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, the Reinsurer shall be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company GuidelinesBusiness. (c) For purposes Notwithstanding anything to the contrary contained herein, in the event that an applicable Governmental Entity finally determines that Applicable Law would require the implementation of this Amendment No. 3, Administrator’s recommendations with respect to one or more LBL Contracts or Vermont Captive Contracts to apply to any policy or contract that constitutes Company Business (a) the term “Parties shall cooperate in good faith to develop a mutually agreeable plan to set Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or Elements with respect to such LBL Contracts or Vermont Captive Contracts and such Company Business, and the Third Amendment Additional PoliciesParties shall implement any such plan so agreed and (b) the Company shall not be liable for any Indemnified Losses incurred by the Administrator as a result of the Company’s failure to implement Administrator’s recommendations. In the event that the Company is notified by an applicable Governmental Entity that it proposes making a determination that Applicable Law would require the implementation of such recommendations to apply to any policy or contract that constitute Company Business, the Company shall promptly notify the Administrator of such notification. The Parties will thereafter cooperate in good faith and use their reasonable best efforts to reach agreements with such Governmental Entity that will avoid a final determination to such effect. The Administrator acknowledges that the Company has certain indemnification rights under the Reinsurance Agreement for Indemnifiable Losses resulting from the Company’s acceptance and implementation of the Administrator’s recommendations in accordance with this Section 9.4.

Non-Guaranteed Elements. (a) The Ceding Company has provided to the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related to the Third Amendment Additional Policies, as applicable: shall establish all Non-Guaranteed Elements in accordance with (i) current the Ceding Company’s methodologies and projected cost of insurance charges and other costs and charges for mortality and administration procedures in effect as of the Third Amendment Additional Policies; Effective Date as set forth on Schedule L or as otherwise contemplated on Schedule L and (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company in determining over time the amounts in items (i), (ii) and (iii) above as well as any other of the all Non-Guaranteed Elements, including, without limitation, financial or actuarial models used Elements that are not addressed on Schedule L in determining the accordance with its historical practice regarding such Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to consistent with the Ceding Company in respect written terms of the NonReinsured Contracts, applicable Law, and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-Guaranteed Elementsguaranteed charges, in each case of (i) and (ii) unless otherwise required by applicable Law. The Reinsurer is entering into this Agreement in reliance on the foregoing. (b) Consistent The Ceding Company shall consult with the policies, guidelines and methodologies with respect to Reinsurer on the setting of Non-Guaranteed Elements provided prior to the Reinsurer described in clause (a) of this Section 8 in connection with production of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment Nomaking any material changes thereto. 3, shall adjust the Non-Guaranteed Elements to reasonably reflect the results of such evaluation. If, from From and after the Signing Closing Date, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company GuidelinesReinsurer may, solely in respect of the determination of reinsurance premiums from time to be paid bytime, or the reinsurance benefits make recommendations to be paid to, the Ceding Company with respect to this reinsuranceNon-Guaranteed Elements so long as the recommendations comply with the written terms of the Reinsured Contracts, applicable Law and Actuarial Standards of Practice promulgated by the Reinsurer Actuarial Standards Board governing redetermination of non-guaranteed charges (“Reinsurer’s Recommendations”). The Ceding Company shall fully consider any such Reinsurer’s Recommendations and act reasonably and in good faith in determining whether any such Reinsurer’s Recommendations should be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to accepted; provided that the Ceding Company under this Amendment No. 3 is not required to reflect and conform to a reasonable prospective application implement any of the Company GuidelinesReinsurer’s Recommendations. (c) For purposes of Notwithstanding anything in this Amendment No. 3Section 2.8, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional PoliciesReinsured Contracts ceded under the Subject YRT Reinsurance Agreement, the Ceding Company and the Reinsurer shall consult in good faith to determine whether to follow the recommendations of the Subject YRT Reinsurer with respect to the setting of post-level term premium rates under such Reinsured Contracts, and the Ceding Company shall not follow such recommendations without the Reinsurer’s consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Ceding Company does not follow any such recommendation, the provisions in Section 2.11(b) shall apply to determine the course of conduct (e.g., accept the resulting reinsurance premium rate increase or recapture the business reinsured) to be taken by the Ceding Company under the Subject YRT Reinsurance Agreement as result of such election.

Non-Guaranteed Elements. (a) The Ceding Company has provided to From and after the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related to the Third Amendment Additional PoliciesEffective Time, as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with respect to the Covered Insurance Policies in determining over accordance with the Non-Guaranteed Elements Policy, the terms of the Covered Insurance Policies, Applicable Law and generally accepted actuarial standards of practice; provided that, the Ceding Company shall give the Reinsurer ten (10) Business Days prior written notice before a change to a Non-Guaranteed Element, which shall specify the planned change. The Reinsurer may, from time to time (including during the amounts in items (inotice period specified above), (ii) and (iii) above as well as any other of make recommendations to the Ceding Company with respect to Non-Guaranteed Elements, includingincluding revisions to the planned change, without limitation, financial or actuarial models used in determining so long as the recommendations comply and are consistent with the Non-Guaranteed Elements Policy (including any exceptions thereto mutually agreed in writing), the terms of the Covered Insurance Policies, Applicable Law and a full description generally accepted actuarial standards of practice (the “NGE Standards”). The Ceding Company shall fully consider all regulatory or other commitments made by or applicable to such recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted; provided, that the Reinsurer shall indemnify and hold harmless the Ceding Company in respect for Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Non-Guaranteed ElementsReinsurer’s recommendations in accordance with Article IX. The Ceding Company agrees that in considering such recommendations in good faith, the Ceding Company shall take into account, among other factors, the relative economic interests of the Ceding Company and the Reinsurer in the acceptance and implementation of such recommendation together with the written report of the appointed actuary (including as required under Section 464.1 of the Insurance Companies Act (Canada)). (b) Consistent with the policiesFrom time to time, guidelines and methodologies with respect either Party may propose changes or exceptions to the Non-Guaranteed Elements provided to the Reinsurer described Policy and will consult in clause (a) of this Section 8 in connection good faith with production of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements Party as to reasonably reflect the results of such evaluation. If, from and after the Signing Date, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, proposed changes or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, the Reinsurer shall be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelinesexceptions. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company has provided shall have the ultimate authority to establish and control the Reinsurer as an additional element non-guaranteed elements of the Risk Evaluation Materials full Covered Insurance Policies, including (A) the initial and complete copies renewal crediting rates, (B) Premiums following the expiration of the following information period during which Premium amounts for the applicable Covered Insurance Policies are fixed and analyses related to the Third Amendment Additional Policiesconstant (i.e., as applicable: rate guarantee periods), (iC) current insurance charges, (D) loads and projected cost of insurance charges and other costs and charges for expense charges, (E) mortality and administration of the Third Amendment Additional Policies; expense charges, (iiF) current and projected interest credited rates; administrative expense risk charges, (iiiG) current and projected dividend scales; Policy Loan rates and (ivH) index cap (each of such items, a description of “Non-Guaranteed Element”); provided, however, that the actuarial, financial Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and other policies, guidelines and methodologies used procedures applied by the Ceding Company for its similar businesses and in determining over accordance with Applicable Law. The Ceding Company agrees that, from and after the Amendment Date, it shall take into account the recommendations of the Reinsurer regarding the Non-Guaranteed Elements (whether in response to a change proposed by the Ceding Company or at the initiative of the Reinsurer), and, to the extent such recommendations comply with Applicable Law, the terms of this Agreement, the applicable Covered Insurance Policies and generally accepted actuarial standards of practice, the Ceding Company shall not unreasonably reject such recommendations. Each time the amounts in items (i), (ii) and (iii) above as well as Ceding Company elects to change any other of the Non-Guaranteed Elements, includingother than (1) any change in initial or renewal crediting rates, without limitation, financial Policy Loan rates or actuarial models used index cap or any other similar change or any change required by any Applicable Law or Governmental Authority or (2) any change in determining the Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to the Ceding Company term Premiums charged in respect of term Covered Insurance Policies that have reached the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production end of the additional Risk Evaluation Materials level-term period (each of the items listed (1) or (2), an “Company GuidelinesExcluded NGE Change”), the Ceding Company shall at notify the Reinsurer in writing of such change to any Non-Guaranteed Elements as soon as practicable but in no case later than forty-five (45) calendar days after the effective date of such change; provided, however, that, in the case of any such change that affects more than five percent (5%) of the Covered Insurance Policies in any Reinsured Portfolio, the Ceding Company will use its reasonable best efforts to notify the Reinsurer thirty (30) calendar days before such change takes place (each form of notice described in this sentence, an “NGE Change Notice”). (b) If the Reinsurer reasonably determines that any such change, or the unreasonable rejection of any recommendations by the Reinsurer, to the Non-Guaranteed Elements, other than Excluded NGE Changes, would reasonably be expected to have a material adverse impact on the Reinsurer’s requestliability hereunder (an “NGE MAE”), but at least annuallythe Reinsurer may so notify the Ceding Company in writing of such determination within twenty-five (25) calendar days following the Reinsurer’s receipt of notice from the Ceding Company of the change, re-evaluate experience including an NGE Change Notice. Within thirty (30) calendar days of receipt of such a notice from the Reinsurer, the Ceding Company shall engage an Independent Actuary, with respect to the Third Amendment Additional Policies and, as warranted and selection of the Independent Actuary subject to the other terms and provisions of this Amendment No. 3Reinsurer’s prior written consent, shall adjust not to be unreasonably withheld, to (i) determine whether the change to the Non-Guaranteed Elements to reasonably reflect will have an NGE MAE (if the results existence of such evaluationan NGE MAE is disputed) and (ii) if so, estimate the present value of the NGE MAE impact (if any). If, from and after If the Signing DateIndependent Actuary determines that there will be an NGE MAE, the Ceding Company sets will work together in good faith with the Reinsurer to put the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such Independent Actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence and amount of any NGE MAE will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines there will not be any NGE MAE, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer hereby agrees that any change to a Non-Guaranteed Elements in a manner Element that is not consistent with initiated, recommended, approved or ratified by the Company GuidelinesReinsurer, solely in respect any Affiliate of the determination Reinsurer or a Reinsurer Appointed Administrator shall be deemed not to have a material adverse effect on the Reinsurer’s liability hereunder. (c) Within a reasonable period of reinsurance premiums time prior to be paid by, effecting any Excluded NGE Change required by Applicable Law or the reinsurance benefits to be paid toa Governmental Authority, the Ceding Company with respect shall provide reasonably detailed notice to this reinsurancethe Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any such Excluded NGE Change, the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change is an Excluded NGE Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be entitled deemed to adjust cost have accepted such change. Should the Reinsurer provide timely notice of insurancedisagreement, credited rateduring the five (5) Business Days immediately following the delivery of such notice, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment Noand the Reinsurer will seek in good faith to resolve any disputes as to the change. 3 In the event the Parties cannot resolve such dispute within such period, either Party may elect to reflect and conform refer the dispute for arbitration pursuant to a reasonable prospective application Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded NGE Change. If the resolution of the Company Guidelines. (c) For purposes of this Amendment No. 3dispute results in a determination that the change was not an Excluded NGE Change, the term “Non-Guaranteed Elements” means cost Parties will use the mechanism set forth in Section 2.5(b) to value the impact of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policieschange.

Non-Guaranteed Elements. (a) The Ceding Company has provided to the Reinsurer as an additional element Cedant shall establish all Non-Guaranteed Elements in respect of the Risk Evaluation Materials full and complete copies Reinsured Policies in accordance with the written terms of the following information and analyses related to the Third Amendment Additional Reinsured Policies, as applicable: (i) current and projected cost applicable Law, the requirements of insurance charges and other costs and charges for mortality and administration any applicable Governmental Authority, Actuarial Standards of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used Practice promulgated by the Ceding Company in determining over time the amounts in items Actuarial Standard Board governing redetermination of such non-guaranteed charges (i)“Actuarial Standards”) and, (ii) and (iii) above as well as any other of the solely for Non-Guaranteed Elements that are also COI Non-Guaranteed Elements, includingthe guidelines set forth on Schedule 2.05 (the “NGE Criteria”). From and after the date hereof, without limitationReinsurer may, financial or from time to time, make recommendations to Cedant with respect to the establishment of Non-Guaranteed Elements in respect of the Reinsured Policies so long as the recommendations are made by Reinsurer in good faith, comply with the NGE Criteria, if applicable, and are no less favorable to Policyholders of the Reinsured Policies than treatment of Reinsurer’s similar business (including reinsured business). A recommendation by Reinsurer to the Cedant to modify a COI Non-Guaranteed Element must be accompanied by a report from a partner at a nationally recognized independent actuarial models used firm which provides a rationale for the recommendation and an independent conclusion that the NGE Criteria with respect to the recommendation have been met. Cedant shall accept and promptly implement all recommendations of Reinsurer with respect to Non-Guaranteed Elements that comply with written terms of the Reinsured Policies, applicable Law, and the requirements of any applicable Governmental Authority and, if applicable, the NGE Criteria and delivery of the report contemplated by the prior sentence, and a decision by ▇▇▇▇▇▇ not to implement a Reinsurer Non-Guaranteed Element recommendation shall be subject to the dispute resolution procedures set forth in determining Section 5.03. For the avoidance of doubt, nothing in this Section 2.05 shall confer to Reinsurer the ability to make recommendations to Cedant other than specifically with respect to the setting of Non-Guaranteed Elements in respect of the Reinsured Policies. Any recommendation by Reinsurer issued pursuant to this Section 2.05 (i) shall be expressly limited to Reinsurer’s recommendation as to such setting of Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable (ii) shall not include any recommendation as to the Ceding Company regulatory approval, litigation management or policyholder communications in respect of Non-Guaranteed Elements, or any other matter involving or relating to Non-Guaranteed Elements. If any such recommendation of Reinsurer is implemented without modification by Cedant (or implemented with such modifications as determined pursuant to the dispute resolution procedures set forth in Section 5.03) and results in an Extra-Contractual Obligation, such Extra-Contractual Obligation shall constitute a Reinsurer Extra-Contractual Obligation. Without limitation of the foregoing, the Reinsurer shall indemnify the Company from and against all Losses and any other costs and expenses to the extent arising from the implementation and communication of any such recommendation of Reinsurer related to COI Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements to reasonably reflect the results of such evaluation. If, from and after the Signing Date, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, the Reinsurer shall be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelines. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company has provided shall have the ultimate authority to establish and control the Reinsurer as an additional element non-guaranteed elements of the Risk Evaluation Materials full Covered Insurance Policies, including (A) the initial and complete copies renewal crediting rates, (B) Premiums following the expiration of the following information period during which Premium amounts for the applicable Covered Insurance Policies are fixed and analyses related to the Third Amendment Additional Policiesconstant (i.e., as applicable: rate guarantee periods), (iC) current insurance charges, (D) loads and projected cost of insurance charges and other costs and charges for expense charges, (E) mortality and administration of the Third Amendment Additional Policies; expense charges, (iiF) current and projected interest credited administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates; , (iiiI) current and projected dividend scales; index cap and (ivJ) participation rates (each of such items, a description of “Non-Guaranteed Element”); provided, however, that the actuarial, financial Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and other policies, guidelines and methodologies used procedures applied by the Ceding Company for its similar businesses and in determining over time accordance with Applicable Law. The Ceding Company agrees that, from and after the amounts in items (i)Amendment Date, (ii) and (iii) above as well as any other it shall take into account the recommendations of the Non-Guaranteed Elements, including, without limitation, financial or actuarial models used in determining Reinsurer regarding the Non-Guaranteed Elements and (whether in response to a full description of all regulatory or other commitments made change proposed by or applicable to the Ceding Company or at the initiative of the Reinsurer), and, to the extent such recommendations comply with Applicable Law, the terms of this Agreement, the applicable Covered Insurance Policies and generally accepted actuarial standards of practice, the Ceding Company shall not unreasonably reject such recommendations. Each time the Ceding Company elects to change any Non- Guaranteed Elements, other than (1) any change in initial or renewal crediting rates, Policy Loan rates or index cap or any other similar change or any change required by any Applicable Law or Governmental Authority or (2) any change in term Premiums charged in respect of term Covered Insurance Policies that have reached the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production end of the additional Risk Evaluation Materials level-term period (each of the items listed (1) or (2), a an “Company GuidelinesExcluded NGE Change”), the Ceding Company shall at notify the Reinsurer’s request, but at least annually, re-evaluate experience with respect Reinsurer in writing of such change to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the any Non-Guaranteed Elements to reasonably reflect as soon as practicable but in no case later than forty-five (45) calendar days after the results effective date of such evaluation. Ifchange; provided, from and after however, that, in the Signing Datecase of any such change that affects more than five percent (5%) of the Covered Insurance Policies in any Reinsured Portfolio, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums will use its reasonable best efforts to be paid by, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, notify the Reinsurer shall be entitled to adjust cost thirty (30) calendar days before such change takes place (each form of insurancenotice described in this sentence, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelinesan “ NGE Change Notice”). (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Ceding Company has provided to From and after the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related to the Third Amendment Additional PoliciesEffective Time, as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with respect to the Covered Insurance Policies in determining over accordance with the Non-Guaranteed Elements Policy, the terms of the Covered Insurance Policies, Applicable Law and generally accepted actuarial standards of practice; provided that, the Ceding Company shall give the Reinsurer ten (10) Business Days prior written notice before a change to a Non-Guaranteed Element, which shall specify the planned change. The Reinsurer may, from time to time (including during the amounts in items (inotice period specified above), (ii) and (iii) above as well as any other of make recommendations to the Ceding Company with respect to Non-Guaranteed Elements, includingincluding revisions to the planned change, without limitation, financial or actuarial models used in determining so long as the recommendations comply and are consistent with the Non-Guaranteed Elements Policy (including any exceptions thereto mutually agreed in writing), the terms of the Covered Insurance Policies, Applicable Law and a full description generally accepted actuarial standards of practice (the “NGE Standards”). The Ceding Company shall fully consider all regulatory or other commitments made by or applicable to such recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted and shall not unreasonably delay implementation of any accepted recommendations; provided, that the Reinsurer shall indemnify and hold harmless the Ceding Company in respect for Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Non-Guaranteed ElementsReinsurer’s recommendations in accordance with Article IX. The Ceding Company agrees that in considering any such recommendations in good faith, the Ceding Company shall take into account, among other factors, the relative 42115819.1 economic interests of the Ceding Company and the Reinsurer in the acceptance and implementation of such recommendation together with the written report of the appointed actuary. (b) Consistent with the policiesFrom time to time, guidelines and methodologies with respect either Party may propose changes or exceptions to the Non-Guaranteed Elements provided to the Reinsurer described Policy and will consult in clause (a) of this Section 8 in connection good faith with production of the additional Risk Evaluation Materials (the “Company Guidelines”), the Ceding Company shall at the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements Party as to reasonably reflect the results of such evaluation. If, from and after the Signing Date, the Ceding Company sets Non-Guaranteed Elements in a manner that is not consistent with the Company Guidelines, solely in respect of the determination of reinsurance premiums to be paid by, proposed changes or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, the Reinsurer shall be entitled to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment No. 3 to reflect and conform to a reasonable prospective application of the Company Guidelinesexceptions. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Ceding Company has provided to the Reinsurer as an additional element of the Risk Evaluation Materials full and complete copies of the following information and analyses related to the Third Amendment Additional Policies, as applicable: (i) current and projected cost of insurance charges and other costs and charges for mortality and administration of the Third Amendment Additional Policies; (ii) current and projected interest credited rates; (iii) current and projected dividend scales; and (iv) a description of the actuarial, financial and other policies, guidelines and methodologies used by the Ceding Company in determining over time the amounts in items (i), (ii) and (iii) above as well as any other of the Non-Guaranteed Elements, including, without limitation, financial or actuarial models used in determining the shall said all Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to the Ceding Company in respect of the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to Direct Business and the Indirect Business, taking into account the written recommendations of Designated Representative of the Reinsurer. The Company shall, with in a commercially reasonable period after receipt (which in no case shall exceed thirty (30) days), provide the Reinsurer described in clause (a) of this Section 8 in connection with production written notice of the additional Risk Evaluation Materials (Company’s election to approve or disapprove the “Company Guidelines”)Reinsurer’s recommendations, which approval shall not be unreasonably withheld; provided, however, the Ceding Company shall be deemed to have unreasonably withheld its approval. If it fails to approve the Reinsurer’s recommendations where, along with the recommendation, the Reinsurer has provided the Company with (i) a statement from the Reinsurer’s general counsel, senior most legal officer or retained counsel that such recommendation complies with Applicable Law, applicable common law and the terms of the applicable Policies and the KILICO Agreement, and (ii) a statement from the Reinsurer’s chief or most senior actuary that such recommendation complies with Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing re-determination of non-guaranteed charges or elements. If the Company approves such recommendations, the Company shall, at the Reinsurer’s requestexpense, but at least annuallyuse commercially reasonable efforts to effect promptly the file Reinsurer’s recommendations. Notwithstanding the foregoing, re-evaluate experience prior to implementation of any recommendation of Reinsurer with respect to administration of Non Guaranteed Elements with respect to the Third Amendment Additional Policies andDirect Business and the Indirect Business, as warranted and subject in the event that the Company has reasonable cause to believe that such recommendation fails to comport with the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements to reasonably reflect the results of such evaluation. If, from and after the Signing Dateany Policy, the Ceding KILICO Agreement, Applicable Law, applicable common law or the Actuarial Standards of Practice promulgated by the Actuarial Standard Board governing re-determination of non-guaranteed charges, then the Company sets Nonmay commence a privileged and confidential non-Guaranteed Elements in binding mediation, provided that there shall be no written briefs or written communications among the Parties and the mediator which address the merits of either Party’s position. In the event of a manner disagreement with respect to such recommendation that is not consistent with resolved by agreement through the Company Guidelinesaforementioned mediation procedure, solely in respect the Company’s decision shall control for purposes of the determination of reinsurance premiums to be paid bymatter at issue, or the reinsurance benefits to be paid to, the Ceding Company with respect to this reinsurance, but the Reinsurer shall be entitled deemed to adjust cost of insurance, credited rate, policyholder dividends or other amounts payable by or to the Ceding Company have preserved and reserved all rights under this Amendment No. 3 Agreement to reflect and conform seek all remedies to a reasonable prospective application of the Company Guidelineswhich it may be entitled. (c) For purposes of this Amendment No. 3, the term “Non-Guaranteed Elements” means cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policies.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company has provided shall have the ultimate authority to the Reinsurer as an additional element of the Risk Evaluation Materials full establish and complete copies of the following information and analyses related to the Third Amendment Additional Policies, as applicable: control (i) current the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and projected cost renewal crediting rates, (B) Premiums following the expiration of the period during which Premium amounts for the applicable Covered Insurance Policies are fixed and constant (i.e., rate guarantee periods), (C) insurance charges charges, (D) loads and other costs and charges for expense charges, (E) mortality and administration of the Third Amendment Additional Policies; expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates and (ii) current and projected interest credited rates; in respect of the Surplus Participation Payments, (iiiA) current and projected dividend scales; the average payout timing of such payments and (ivB) the surplus tally calculation of such payments (each of such items, a description of “Non-Guaranteed Element”); provided, however, that the actuarial, financial Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and other policies, guidelines and methodologies used procedures applied by the Ceding Company for its similar businesses and in determining over accordance with Applicable Law. The Ceding Company agrees that, from and after the Amendment Date, it shall take into account the recommendations of the Reinsurer regarding the Non-Guaranteed Elements (whether in response to a change proposed by the Ceding Company or at the initiative of the Reinsurer), and, to the extent such recommendations comply with Applicable Law, the terms of this Agreement, the applicable Covered Insurance Policies and generally accepted actuarial standards of practice, the Ceding Company shall not unreasonably reject such recommendations. Each time the amounts in items (i), (ii) and (iii) above as well as Ceding Company elects to change any other of the Non-Guaranteed Elements, includingother than (1) any change in initial or renewal crediting rates, without limitationPolicy Loan rates, financial index cap or actuarial models used participation rates, any other similar change or any change required by any Applicable Law or Governmental Authority or (2) any change in determining the Non-Guaranteed Elements and a full description of all regulatory or other commitments made by or applicable to the Ceding Company term Premiums charged in respect of term Covered Insurance Policies that have reached the Non-Guaranteed Elements. (b) Consistent with the policies, guidelines and methodologies with respect to the Non-Guaranteed Elements provided to the Reinsurer described in clause (a) of this Section 8 in connection with production end of the additional Risk Evaluation Materials level-term period (each of the items listed (1) or (2), a an “Company GuidelinesExcluded NGE Change”), the Ceding Company shall at notify the Reinsurer in writing of such change to any Non- Guaranteed Elements as soon as practicable but in no case later than forty-five (45) calendar days after the effective date of such change; provided, however, that, in the case of any such change to a Non- Guaranteed Element specified in clauses (i) or (ii)(A) of the definition thereof that affects more than five percent (5%) of the Covered Insurance Policies in any Reinsured Portfolio, the Ceding Company will use its reasonable best efforts to notify the Reinsurer thirty (30) calendar days before such change takes place (each form of notice described in this sentence, an “NGE Change Notice”). (b) If the Reinsurer reasonably determines that any such change, or the unreasonable rejection of any recommendations by the Reinsurer’s request, but at least annually, re-evaluate experience with respect to the Third Amendment Additional Policies and, as warranted and subject to the other terms and provisions of this Amendment No. 3, shall adjust the Non-Guaranteed Elements Elements, other than Excluded NGE Changes, would reasonably be expected to reasonably reflect have a material adverse impact on the results Reinsurer’s liability hereunder (an “NGE MAE”), the Reinsurer may so notify the Ceding Company in writing of such evaluationdetermination within twenty-five (25) calendar days following the Reinsurer’s receipt of notice from the Ceding Company of the change, including an NGE Change Notice. If, Within thirty (30) calendar days of receipt of such a notice from and after the Signing DateReinsurer, the Ceding Company sets Non-shall engage an Independent Actuary, with the selection of the Independent Actuary subject to the Reinsurer’s prior written consent, not to be unreasonably withheld, to (i) determine whether the change to the Non- Guaranteed Elements in a manner that will have an NGE MAE (if the existence of an NGE MAE is not consistent with disputed) and (ii) if so, estimate the Company Guidelines, solely in respect present value of the determination of reinsurance premiums to NGE MAE impact (if any). If the Independent Actuary determines that there will be paid by, or the reinsurance benefits to be paid toan NGE MAE, the Ceding Company will work together in good faith with respect the Reinsurer to this reinsuranceput the Reinsurer in substantially the same economic position as it would have been in if such change had not occurred. Both Parties will promptly supply the Independent Actuary with the necessary data to perform its analysis, subject to such Independent Actuary’s entry into a customary non-disclosure agreement. The Independent Actuary’s written decision as to the existence and amount of any NGE MAE will be binding on the Parties. The fees and expenses of the Independent Actuary will be borne equally by the Ceding Company and the Reinsurer; provided, that if the Independent Actuary determines there will not be any NGE MAE, the Reinsurer will pay or promptly reimburse the Ceding Company for all fees and expenses of the Independent Actuary. The Reinsurer hereby agrees that any change to a Non- Guaranteed Element that is initiated, recommended, approved or ratified by the Reinsurer, any Affiliate of the Reinsurer or a Reinsurer Appointed Administrator shall be deemed not to have a material adverse effect on the Reinsurer’s liability hereunder. (c) Within a reasonable period of time prior to effecting any Excluded NGE Change required by Applicable Law or a Governmental Authority, the Ceding Company shall provide reasonably detailed notice to the Reinsurer describing the nature of such change and the reasons for making such change. Within five (5) Business Days following the Reinsurer’s receipt of notice of any such Excluded NGE Change, the Reinsurer shall provide written notice to the Ceding Company of any disagreement that such change is an Excluded NGE Change. If the Reinsurer fails to provide such notice to the Ceding Company within such time period, the Reinsurer shall be entitled deemed to adjust cost have accepted such change. Should the Reinsurer provide timely notice of insurancedisagreement, credited rateduring the five (5) Business Days immediately following the delivery of such notice, policyholder dividends or other amounts payable by or to the Ceding Company under this Amendment Noand the Reinsurer will seek in good faith to resolve any disputes as to the change. 3 In the event the Parties cannot resolve such dispute within such period, either Party may elect to reflect and conform refer the dispute for arbitration pursuant to a reasonable prospective application Section 10.3(b). In the event of any such proceeding, the arbitration panel shall only be authorized to determine whether the disputed change is an Excluded NGE Change. If the resolution of the Company Guidelines. (c) For purposes of this Amendment No. 3dispute results in a determination that the change was not an Excluded NGE Change, the term “Non-Guaranteed Elements” means cost Parties will use the mechanism set forth in Section 2.5(b) to value the impact of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges, variable premium rates and variable paid-up amounts and any other unspecified feature or charge, each as applicable under or with respect to the Third Amendment Additional Policieschange.