Common use of Non-Guaranteed Elements Clause in Contracts

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have the ultimate authority to establish and control the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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 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 end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), the Ceding Company shall 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”).

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have the ultimate authority to establish and control (i) the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates and (ii) in respect of the Surplus Participation Payments, (A) the average payout timing of such payments and (B) the surplus tally calculation of such payments (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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 Ceding Company elects to change any Non- Non-Guaranteed Elements, other than (1) any change in initial or renewal crediting rates, Policy Loan rates or rates, index cap or participation rates, 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 end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), the Ceding Company shall 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”).

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that From and after the Effective Time, the Ceding Company shall have retain the ultimate authority to set and establish and control the nonNon-guaranteed elements Guaranteed Elements with respect to the Covered Insurance Policies in accordance with the Non-Guaranteed Elements Policy, the terms of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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 Law and generally accepted actuarial standards of practice; provided that, the Ceding Company shall not unreasonably reject such recommendationsgive the Reinsurer ten (10) Business Days prior written notice before a change to a Non-Guaranteed Element, which shall specify the planned change. Each The Reinsurer may, from time to time (including during the notice period specified above), make recommendations to the Ceding Company elects with respect to change any Non- Non-Guaranteed Elements, other than including revisions to the planned change, so long as the recommendations comply and are consistent with the Non-Guaranteed Elements Policy (1) including any change exceptions thereto mutually agreed in initial or renewal crediting rateswriting), Policy Loan rates or index cap or any other similar change or any change required by any the terms of the Covered Insurance Policies, Applicable Law and generally accepted actuarial standards of practice (the “NGE Standards”). The Ceding Company shall fully consider all 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 for Losses arising out of or Governmental Authority or (2) any change in term Premiums charged in respect of term Covered Insurance Policies that have reached resulting from the end Ceding Company’s acceptance and implementation of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”)Reinsurer’s recommendations in accordance with Article IX. The Ceding Company agrees that in considering such recommendations in good faith, the Ceding Company shall notify take into account, among other factors, the relative economic interests of the Ceding Company and the Reinsurer in writing the acceptance and implementation of such change to any Non-Guaranteed Elements as soon as practicable but in no case later than forty-five (45) calendar days after recommendation together with the effective date of such change; provided, however, that, in the case of any such change that affects more than five percent (5%) written report of the Covered appointed actuary (including as required under Section 464.1 of the Insurance Policies in any Reinsured Portfolio, the Ceding Company will use its reasonable best efforts to notify the Reinsurer thirty Companies Act (30) calendar days before such change takes place (each form of notice described in this sentence, an “ NGE Change Notice”Canada)).

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have the ultimate authority to establish and control the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, Policy Loan rates and (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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 Ceding Company elects to change any Non- 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 end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), the Ceding Company shall 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”).

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that may, from time to time, make recommendations to the Ceding Company shall have the ultimate authority with respect to establish and control the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent so long as the recommendations comply with the practices written terms of the LBL Contracts, Applicable Law and procedures applied Actuarial Standards of Practice promulgated by the Ceding Actuarial Standard Board governing redetermination of non-guaranteed charges. The Company for its similar businesses shall fully consider any such recommendations and act reasonably and in accordance with 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 extent that an applicable Governmental Entity finally determines that Applicable LawLaw would require the implementation of such recommendations to apply to any policy or contract that constitutes Company Business. The Ceding Company agrees thatNotwithstanding anything to the contrary contained herein, from and after in the Amendment Date, it shall take into account event that an applicable Governmental Entity finally determines that Applicable Law would require the recommendations implementation of the Reinsurer regarding 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 with respect to such LBL Contracts and such Company Business, and the Parties shall implement any such plan so agreed and (whether in response to a change proposed by b) 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 be liable for any Indemnified Losses incurred by the Reinsurer as a result of the Company’s failure to implement the Reinsurer’s recommendations. Each time In the Ceding event that the 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 is notified by any 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 Governmental Authority or contract that constitute Company Business, the Company shall promptly (but in any event within two (2) any change in term Premiums charged in respect of term Covered Insurance Policies that have reached the end of the level-term period (each of the items listed (1Business Days) or (2), a an “Excluded NGE Change”), the Ceding Company shall notify the Reinsurer in writing of such change to any Non-Guaranteed Elements as soon as practicable but notification. The parties will thereafter cooperate 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 good faith and use its their reasonable best efforts to notify the Reinsurer thirty (30) calendar days before reach agreements with such change takes place (each form of notice described in this sentence, an “ NGE Change Notice”)Governmental Entity that will avoid a final determination to such effect.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have will be responsible for establishing the ultimate authority to establish and control the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements with respect to the Reinsured Policies in a manner consistent compliance with the practices methodology specified on Schedule V attached hereto and procedures applied by the Ceding Company for its similar businesses and in 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 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 (whether a) must comply with applicable Law and the terms of the Reinsured Policies and be consistent with the methodology specified on Schedule V and (b) must include reasonably detailed information supporting such recommendation. The Ceding Company shall in response to a change proposed by good faith consider adopting any such recommendation and shall not unreasonably delay implementation of any accepted recommendations; provided, that (i) 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 at omission on the initiative part of the Reinsurer)Ceding Company resulting in an Extra-Contractual Obligation, 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, (ii) the Ceding Company shall not unreasonably reject indemnify and hold harmless the Reinsurer for all Losses arising from (A) the Ceding Company’s failure to comply with the methodology set forth on Schedule V, and (B) the Ceding Company’s failure to follow any such recommendationsvalid recommendations of the Reinsurer. Each time If the Ceding Company elects not to change any Non- Guaranteed Elementsadopt the Reinsurer’s recommendations, 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 end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), then the Ceding Company shall promptly 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”)election.

Non-Guaranteed Elements. (a) The Company represents to the Reinsurer acknowledges that that, the Ceding Company shall have the ultimate authority to establish and control the non-guaranteed elements Company’s established policy, as of the Covered Insurance PoliciesEffective Date, including for crediting interest in respect to the Reinsured Contracts is that such credited interest rate shall equal the guaranteed minimum interest rate for each Annuity (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “Non-Guaranteed ElementCrediting Rate Procedures”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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, agree that the terms of this Agreement, Agreement were negotiated based on the applicable Covered Insurance Policies and generally accepted actuarial standards Company’s Crediting Rate Procedures as of practice, the Ceding Effective Date. In the event that the Company shall not unreasonably reject such recommendations. Each time the Ceding Company elects wishes to change any Non- Guaranteed Elements, other than (1) any change in initial or renewal the 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 interest in respect of term Covered Insurance Policies that have reached any Reinsured Contract, then the Company shall notify the Reinsurer, in writing, of such proposed changes in accordance with the criteria set forth in Section 2.3. The Reinsurer shall review any such proposed changes and notify the Company, in writing, of the Reinsurer’s decision to either accept or reject such proposed changes. If the Reinsurer accepts such proposed changes, then this Agreement shall be administered in accordance with the terms of such proposed changes. If the Reinsurer rejects such proposed changes, then the Company may set the interest crediting rates applicable to the Reinsured Contract according to Section 2.3, but the Company will compensate the Reinsurer during each Monthly Accounting Period for the Reinsurer’s Quota Share of one-twelfth (1/12th) of the Excess Crediting Amount based on the excess (if any) of the annualized crediting rate at the end of the level-term period current Accounting Period over the crediting rates established pursuant to the Crediting Rate Procedures (each of such amount herein referred to as the items listed (1) or (2), a an “Excluded NGE ChangeExcess Crediting Amount”), the Ceding Company shall 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”).. SCHEDULE J

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have the ultimate authority to establish and control the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates (each of such items, a “said all Non-Guaranteed Element”Elements with respect to the 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 with written notice of the Company’s election to approve or disapprove the Reinsurer’s recommendations, which approval shall not be unreasonably withheld; provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent be deemed to have unreasonably withheld its approval. If it fails to approve the Reinsurer’s recommendations where, along with the practices and procedures applied by the Ceding Company for its similar businesses and in accordance with Applicable Law. The Ceding Company agrees thatrecommendation, from and after the Amendment Date, it shall take into account the recommendations of the Reinsurer regarding has provided the Non-Guaranteed Elements Company with (whether in response to i) a change proposed by the Ceding Company or at the initiative of statement from the Reinsurer)’s general counsel, and, to the extent senior most legal officer or retained counsel that such recommendations comply recommendation complies with Applicable Law, applicable common law and the terms of this the applicable Policies and the KILICO Agreement, and (ii) a statement from the applicable Covered Insurance Policies and generally accepted actuarial standards Reinsurer’s chief or most senior actuary that such recommendation complies with Actuarial Standards of practicePractice promulgated by the Actuarial Standards Board governing re-determination of non-guaranteed charges or elements. If the Company approves such recommendations, the Ceding Company shall not unreasonably reject such shall, at the Reinsurer’s expense, use commercially reasonable efforts to effect promptly the file Reinsurer’s recommendations. Each time Notwithstanding the Ceding Company elects foregoing, prior to change implementation of 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 recommendation of Reinsurer with respect to administration of term Covered Insurance Policies that have reached the end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), the Ceding Company shall notify the Reinsurer in writing of such change to any Non-Non Guaranteed Elements as soon as practicable but in no case later than forty-five (45) calendar days after with respect to the effective date of such change; provided, however, thatDirect Business and the Indirect Business, in the case event that the Company has reasonable cause to believe that such recommendation fails to comport with the provisions of any Policy, the 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 may commence a privileged and confidential non-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 disagreement with respect to such change recommendation that affects more than five percent (5%) is not resolved by agreement through the aforementioned mediation procedure, the Company’s decision shall control for purposes of the Covered Insurance Policies in any Reinsured Portfoliomatter at issue, the Ceding Company will use its reasonable best efforts to notify but the Reinsurer thirty (30) calendar days before such change takes place (each form of notice described in shall be deemed to have preserved and reserved all rights under this sentence, an “ NGE Change Notice”)Agreement to seek all remedies to which it may be entitled.

Non-Guaranteed Elements. (a) The Reinsurer acknowledges that the Ceding Company shall have the ultimate authority to establish and control (i) the non-guaranteed elements of the Covered Insurance Policies, including (A) the initial and 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, (D) loads and expense charges, (E) mortality and expense charges, (F) administrative expense risk charges, (G) policyholder dividends, (H) Policy Loan rates, (I) index cap and (J) participation rates and (ii) in respect of the Surplus Participation Payments, (A) the average payout timing of such payments and (B) the surplus tally calculation of such payments (each of such items, a “Non-Guaranteed Element”); provided, however, that the Ceding Company shall manage all Non-Guaranteed Elements in a manner consistent with the practices and procedures applied by the Ceding Company for its similar businesses and in 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 Ceding Company elects to change any Non- Non-Guaranteed Elements, other than (1) any change in initial or renewal crediting rates, Policy Loan rates or rates, index cap or participation rates, 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 end of the level-term period (each of the items listed (1) or (2), a an “Excluded NGE Change”), the Ceding Company shall notify the Reinsurer in writing of such change to any Non-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”).