Common use of Commission Payments Clause in Contracts

Commission Payments. A. Broker/Dealer shall be entitled to receive a commission based upon purchase payments received and accepted by Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the amount of the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to time. Insurer reserves the right to offer additional commissions from time to time, which will be communicated to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid to Broker/Dealer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. A. Broker/Dealer In consideration of the award of this Framework Agreement and the management, marketing and administration by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, shall be entitled to receive a commission based upon purchase payments received and accepted paid by Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal the Supplier to the amount Authority within twenty (20) Working Days of the applicable date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate of commission set forth and in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein manner prescribed by reference and may be amended or supplemented Law from time to time. Insurer reserves The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the right to offer additional commissions Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, which will be communicated to Broker/Dealer from the Due Date until such time as the Commission Due is received by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer the Authority. The Supplier shall be paid by Insurer liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on behalf of Distributor, consistent with applicable SEC requirementsor before the Due Date. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment The Supplier shall give the Authority notice of the commission from Distributor until Distributor is amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect notice referred to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the ContractClause 5.5, the full commission paid to Broker/Dealer will matter shall be unearned a Dispute and shall be returned to the Insurer upon demand or, settled in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion accordance with the Broker/Dealer, that Contract would not have been issued except for Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations Dispute under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and Clause 16 shall be returned to Insurer upon demand or, in the absence made within three (3) Working Days of such demand, charged back to the recipient of the commissionthat resolution or determination. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. A. (a) SLK shall charge each of Broker/Dealer 's customers the commission that Broker directs it to charge for each transaction. If specific instructions are not received with respect to a specific transaction in the time period required by SLK to implement same, SLK shall charge the customer the commission prescribed in the basic commission schedule delivered to SLK by Broker. Such basic schedule may be amended from time to time by Broker by written instructions delivered to SLK; provided, however, that such changes shall be entitled implemented only to receive a the extent they are within the usual capabilities of SLK's data processing and operations systems and only within such reasonable time limitations as SLK may deem necessary to avoid disruption of its normal operating capabilities. When requested by SLK, Broker will also furnish from time to time the source and amount of any commission based upon purchase payments or other payment received by Broker in connection with transactions in the customers' accounts. (b) Commissions charged Broker's customers shall be collected by SLK and accepted by Insurer for Contracts issued credited to Broker, after deducting SLK's compensation referred to in Paragraph 10 (and any other amount owed to SLK pursuant to this Agreement). Such commission SLK will remit to Broker on the 20th day of each month (or the next business day following if the 20th day is not a business day) (the "First Monthly Payment") the net amounts due to Broker for the period from the 1st of the month through the 15th of the month. In addition, SLK shall remit the net amounts due to Broker for the period from the 16th of the previous month to the final settlement date in the previous month not later than the tenth day of the month (the "Second Monthly Payment") and SLK shall provide a preliminary statement of the previous month's activity not later than the 5th business day of the month. SLK and Broker agree that the First Monthly Payment shall be equal an estimated amount, which shall be adjusted if necessary in the Second Monthly Payment, in calculating the total amount owed to Broker for that month. On the due dates, SLK shall pay, by check of wire transfer, to Broker the amount of the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to time. Insurer reserves the right to offer additional commissions from time to time, which will be communicated due to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid to Broker/Dealer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. A. Broker/3.1 Subject to the terms of this Agreement, Commission shall only be payable to the Dealer where there is a Customer Contract in place between the Customer and the Network Operator for the Services arising directly and solely as a result of activities by the Dealer pursuant to this Agreement. 3.2 In the event that the Distributor overpays Commission to the Dealer, the Distributor shall be entitled to receive withhold part or the whole of any future payments of Commission which may become due to the Dealer in lieu of such overpayment as the Distributor’s absolute discretion. 3.3 Any statement sent by the Distributor to the Dealer in respect of Commission payable to the Dealer or repayable to the Distributor under the terms of this Agreement shall, save for manifest error, be final, conclusive and binding on the Dealer. 3.4 No Commission shall be payable to the Dealer in circumstances where the Network Operator has not received payment in full from the Customer for the relevant Services or where payment in full was received from the Customer following the engagement of a commission based upon purchase payments received and accepted debt recovery agent or other third party. 3.5 Payment of Commission will be made within 30 days of receipt by Insurer for Contracts the Distributor of a valid VAT invoice issued pursuant by the Dealer in accordance with this Agreement or where the parties have agreed that the Distributor will undertake self-billing, within 30 days of the Distributor raising the relevant invoice. 3.6 The Distributor may (but shall not be obliged to) retain or set off any amount which is not paid by the due date by a Customer (in accordance with the applicable Customer contract) against any amount due to the Dealer under this Agreement. Such commission The Distributor or any member of the Distributor’s Group may (but shall not be equal obliged to) at any time retain, withhold payment of, or make any deduction from any liability (however arising and whether such liability is present or future, liquidated or unliquidated) owed to the amount Dealer against any liability (whether such liability is present or future, liquidated or unliquidated) which the Distributor and/or any member of the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and Distributor’s Group may be amended owed or supplemented allege to be owed by the Dealer and/or any member of the Dealer’s Group, whether such liability is under this Agreement or any other agreement between any member of the Distributor’s Group and any member of the Dealer’s Group. 3.7 The Dealer acknowledges and confirms that it will be solely responsible for its own taxation (and VAT) affairs. 3.8 Additional Commission Payments may be payable (in respect of certain introduced sales that are accepted by the Distributor) in accordance with special sales promotions which the Distributor may offer in writing from time to time. Insurer reserves the right to offer additional commissions from time to timethe Dealer. Unlike other Commissions (which are usually payable in arrears), which will ACPs may be payable in advance, or at the end of a defined period and such payment terms shall be communicated to Broker/the Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent in line with applicable SEC requirementsthe special sales promotions. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid to Broker/Dealer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and The Distributor shall not be obligated for obliged to backdate any ACPs. 3.9 The amount of any such ACPs will vary in accordance with special sales promotions that the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned Distributor may offer in writing from time to time to the Insurer upon demand or, in the absence of such demand, charged back Dealer. The Distributor shall be entitled to amend or add to the recipient of the commissionPerformance Criteria set out in this Schedule 2 on 30 days’ notice in writing. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. A. Broker/Dealer shall be entitled to receive a commission based upon purchase payments premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the amount of , based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to timereference. Insurer reserves the right to offer additional commissions from time to time, which will be communicated to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives solely responsible for the payment of the any commission from Distributor until Distributor is in receipt or consideration of the commissionany kind to subagents. C. B. In no event shall the Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state appropriately licensed and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for registered prior to the payment commencement of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for salesuch solicitation. D. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this covenant. D. in no event shall Insurer incur obligations under this Agreement to issue any Contracts or pay any commission in connection therewith if the Contract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a With respect to any Contract if it that is rescinded, as determined by Insurerthe Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), based on or if the Insurer otherwise determines that a good faith review commission has not been earned (but such determination may not contravene any other provision of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instanceAgreement), 100% of the such unearned commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that which is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate the Company shall be paid according to the Insurer's policiesguidelines and practices. G. With respect to any Contract, or group of Contracts which the Insurer in its sole discretion. I. Broker/Dealer acknowledges discretion deems to be a single case, and understands which at the time of application submission the initial purchase payment is greater than $500,000, the Insurer may determine in its sole discretion that no the commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) do not apply, the Insurer may establish an alternate commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processedor Contracts. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. A. Broker/Dealer shall be entitled (a) Seller agrees to receive a make all commission based upon purchase payments received and accepted by Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the Retained Employees earned, due and payable to such Retained Employees from Seller in accordance with the terms and conditions, including as to time and amount of such payments, of the applicable rate of commission set forth sales compensation plans in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to time. Insurer reserves the right to offer additional commissions from time to time, which will be communicated to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions place with respect to such Retained Employees. (b) Buyer hereby acknowledges that Seller's obligation to make commission payments after the Closing to any solicitation madeparticular Retained Employee in accordance with this Section 8.5 is subject to and triggered by the receipt by Buyer or Seller, as applicable, after the Closing of the accounts receivable to which such commission relates. Accordingly, beginning after the Closing and continuing until the collection by Buyer (or any transfer by Buyer to Seller in whole or in partaccordance with Section 1.2(c)(iv)) of all Included Accounts Receivable relating to any Retained Employee's applicable sales compensation plan, each month Seller shall provide to Buyer a list of open invoices of Included Receivables that are subject to commissions for Retained Employees, and no later than the fifth day of each month Buyer shall deliver to Seller a list of its receipt activity as compared to such open invoices, and Buyer shall notify Seller of the collection by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment Buyer of any commissions with respect Included Accounts Receivable included on such list of open invoices, the collection of which triggers Seller's obligation to make a commission payment to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant Retained Employee. Buyer further agrees that to the "Free Look" provision or extent it fails to notify Seller of any other right to examine provision of the Contractsuch Included Accounts Receivable collection and if, the full commission paid to Broker/Dealer will be unearned and shall be returned to the Insurer upon demand or, in the absence solely as a result of such demandfailure, charged back Seller is unable to the recipient of the commission. E. Insurer and Distributor timely make a commission payment to a Retained Employee, Seller shall not be obligated for the payment of commissions for have no liability to Buyer as a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence result of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, delay including, without limitation, FICAany liability under Article VI hereof, FUTA, and federal, state and local taxesother than the obligation to make such commission payment at such time that Seller learns of its obligation to make such payment.

Commission Payments. A. Broker/Dealer shall be entitled to receive a commission based upon purchase payments premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the amount of , based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to timereference. Insurer reserves the right to offer additional commissions from time to time, which will be communicated to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives solely responsible for the payment of the any commission from Distributor until Distributor is in receipt or consideration of the commissionany kind to Subagents. C. B. In no event shall the Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state appropriately licensed and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for registered prior to the payment commencement of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for salesuch solicitation. D. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this covenant. D. In no event shall Insurer incur obligations under this Agreement to issue any Contracts or pay any commission in connection therewith if the Contract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a With respect to any Contract if it that is rescinded, as determined by Insurerthe Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), based on or if the Insurer otherwise determines that a good faith review commission has not been earned (but such determination may not contravene any other provision of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instanceAgreement), 100% of the such unearned commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate the Company shall be paid according to the Insurer's policiesguidelines and practices. G. With respect to any Contract, or group of Contracts which the Insurer in its sole discretion. I. Broker/Dealer acknowledges discretion deems to be a single case, and understands which at the time of application submission the initial purchase payment is greater than $500,000, the Insurer may determine in its sole discretion that no the commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) do not apply, the Insurer may establish an alternate commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processedor Contracts. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.