With respect to the Reinsured Policies in force as of such time, at least once every calendar month to discuss Non-Guaranteed Elements including the Renewal Crediting Rate in respect thereof, and during which the ​ and the [[Organization A:Organization]] may propose changes to any crediting rate or other Non-Guaranteed Element, as well as a detailed rationale thereof, subject to the other provisions of this [Section 2.07] as to implementation of any such change.

Liabilities Guaranteed. Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).

In connection with the setting of Non-Guaranteed Elements as contemplated by this [Section 2.07] and the Rate Setting Process, the parties shall reasonably consult with each other in good faith with respect to the ​ information and reports provided by the parties in connection with each Rate Setting Meeting.

Section # Non-Guaranteed Elements. The Ceding Company will be responsible for establishing the Non-Guaranteed Elements with respect to the Reinsured Policies in compliance with the methodology specified on [Schedule V] attached hereto and the recommendations of the Reinsurer with respect thereto. The Ceding Company shall provide the Reinsurer with written notice of any changes it proposes to make to such Non-Guaranteed Elements at least ten (10) Business Days prior to such changes taking effect. From time to time, the Reinsurer may provide recommendations regarding the Non-Guaranteed Elements to the Ceding Company, which recommendations # must comply with applicable Law and the terms of the Reinsured Policies and be consistent with the methodology specified on [Schedule V] and # must include reasonably detailed information supporting such recommendation. The Ceding Company shall in good faith consider adopting any such recommendation and shall not unreasonably delay implementation of any accepted recommendations; provided, that # the Reinsurer shall indemnify and hold harmless the Ceding Company for all Losses arising from the Ceding Company’s acceptance of such recommendations and that are not attributable to a separate act, error or omission on the part of the Ceding Company resulting in an Extra-Contractual Obligation, and # the Ceding Company shall indemnify and hold harmless the Reinsurer for all Losses arising from # the Ceding Company’s failure to comply with the methodology set forth on [Schedule V], and # the Ceding Company’s failure to follow any such valid recommendations of the Reinsurer. If the Ceding Company elects not to adopt the Reinsurer’s recommendations, then the Ceding Company shall promptly notify the Reinsurer in writing of such election.

For any cohort of Reinsured Policies, the Non-Guaranteed Elements (including the Initial Crediting Rate and Renewal Crediting Rate), options budget, ​ Allowance, target spread and other values in respect thereof shall finally be determined by the parties at the applicable Rate Setting Meeting in accordance with the Rate Setting Process.

During the term of this Agreement, senior executives of the ​ and the [[Organization A:Organization]] shall meet or hold a teleconference to discuss the setting of Non-Guaranteed Elements and the other values contemplated by the Rate Setting Process, including rate management and volume, as follows (each of the below meetings or teleconferences, as applicable, a “Rate Setting Meeting”):

No Guaranteed Employment. Nothing contained in this Agreement shall affect the right of the Company or an Affiliate to terminate your employment at any time, with or without Cause, or shall be deemed to create any rights to employment on your part. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company or an Affiliate and you, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and you. To the extent there is a conflict between this Agreement and such an employment contract as it relates to the PBRSUs awarded hereunder, the terms of this Agreement shall govern and take priority.

Nothing contained in this Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any employee any right to be retained in the employ of an Employer or to serve as a director.

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.

Your Long Term Grant is designed to meet the objectives stated above and is allocated across cash and stock-based elements. Your grant is made up of three elements: