Non-Guaranteed Elements. The Reinsured Policies do not contain any Non-Guaranteed Elements other than those set forth in [Schedule II]. The methodologies set forth on [Schedule V] attached hereto related to the establishment of the Non-Guaranteed Elements are in accordance with the terms of the Reinsured Policies and compliance with such methodologies shall not violate the terms of the Reinsured Policies.

Non-Guaranteed Elements. Prior to the Effective Time, the ​ has not prepared or relied on a written policy for Non-Guaranteed Elements with respect to the Reinsured Policies comprising the In-Force Block. [Schedule XIV] hereto describes the process by which the ​ will determine the Non-Guaranteed Elements for the In-Force Block at each renewal period after the Effective Time and for Reinsured Policies other than those included in the In-Force Block.

the Non-Guaranteed Elements of the Policies, provided any material changes to such Non-Guaranteed Elements shall be mutually agreed upon by the Parties;

“Non-Guaranteed Elements” shall mean all contractual guarantees, initial and renewal credited interest rates, caps, spreads, asset fees and other pricing and non-guaranteed elements of the Reinsured Policies.

Section # Non-Guaranteed Elements and Related Matters.

With respect to new business, at least once every calendar month to discuss asset management or yield issues pertaining to the Reinsured Policies for purposes of setting Non-Guaranteed Elements for renewals and the Initial Crediting Rate and other Non-Guaranteed Elements for new business.

“Non-Guaranteed Elements” means the index cap rates, expense charges, and administrative expense risk charges, as applicable, under the Policies.

Independent Elements. The parties acknowledge that the promises and covenants contained in Section 6 above are essential independent elements of this Agreement and that, but for Executive agreeing to comply with them, Company would not employ Executive. Accordingly, the existence or assertion of any claim by Executive against Company, whether based on this Agreement or otherwise, shall not operate as a defense to Company's enforcement of the promises and covenants in Section 6. An alleged or actual breach of the Agreement by Company will not be a defense to enforcement of any such promise or covenant, or other obligations of Executive to Company. The promises and covenants in Section 6 will remain in full force and effect whether Executive is terminated by Company or voluntarily resigns.

Subject to the remaining provisions of this [Section 2.07], the ​ shall # set all Non-Guaranteed Elements under the Reinsured Policies from and after the Effective Time in accordance with the terms of the Reinsured Policies, applicable Law, applicable actuarial standards of practice consistent with the ​’s practices then in effect, including practices for other annuities not reinsured hereunder, and this Agreement taking into account the reasonable recommendations of the [[Organization A:Organization]] (it being understood that the ​ has the ultimate authority to establish the Non-Guaranteed Elements as it

Borrower Guaranteed Obligations. The Borrower hereby unconditionally guarantees, for the benefit of the Benefited Creditors, all of the following (collectively, the “Borrower Guaranteed Obligations”): all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Subsidiary of the Borrower in respect of any Bank Product Obligations and under any Designated Hedge Agreement (excluding any Excluded Swap Obligation) or any other document or agreement executed and delivered in connection therewith to any Designated Hedge Creditor, in all cases whether now existing or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code). Upon failure by any Credit Party to pay punctually any of the Borrower Guaranteed Obligations, the Borrower shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.