Common use of Policy Replacement Clause in Contracts

Policy Replacement. The Broker may, subject to the written consent of the Company sell, transfer or merge the Broker’s business with that of another Broker and such consent cannot be unreasonably withheld by the Company. The Company also reserves the right to purchase the Company’s settled business placed by the Broker at a mutually agreed price, upon notice of the Broker’s intention to sell the Broker’s business. The Broker may also assign compensation payable under this agreement, provided prior written consent of the Company has been obtained. Any money, cheques or other securities received by the Broker on behalf of the Company are to be held by the Broker in trust for the Company. They are to be kept completely separate from the Broker’s own funds and must be forwarded directly to the Company. The Broker must, when required to do so, account to the Company for all sums received in connection with the Company’s business. (a) The Company agrees, subject to the terms of this Agreement, to pay the Broker compensation in respect of Policies issued on applications submitted by the Broker, according to the Company’s rates of such compensation which apply to this Agreement and are in effect at the time the application is submitted. (b) The Company reserves the right to change its compensation at any time provided that any such amendments shall only apply to Policies issued on applications submitted to the Company, by the Broker on or after the date on which the changes come into effect. The following Compensation Schedules are attached hereto and form part of this Agreement. Schedule Title A Broker’s Commission Subject to the terms and conditions of this Agreement, all commissions owed by the Company to the Broker hereunder are vested; however such commissions shall not be paid by the Company to the Broker if this Agreement is terminated by the Company for fraud or for gross and willful misconduct on the part of the Broker. The Broker acknowledges that any loans or advances (whether by annualization or otherwise) made by the Company to its Brokers are the responsibility of the Broker. If the Broker at any time becomes indebted to the Company, on account of receipt of advances, loans, or chargebacks for commissions and bonuses, or similar debts, such indebtedness shall be payable to the Company upon demand. The Company reserves the right to apply any entitlement of the Broker to current and future commissions, overrides, bonuses or any other compensation owed by the Company to the Broker as an offset of such indebtedness. Any amount owed by the Broker to the Company shall bear interest from the date on which it first becomes payable to the date of payment at the annual rate charged by the Company during such period to Policyholders on loans. If it becomes necessary for the Company to take any legal action to collect any sums payable by the Broker to the Company, the Broker agrees to pay all costs and disbursements of collection, plus reasonable attorneys’ fees and interest allowed by applicable provincial law and regulation in the collection process. If a Policy issued on an application submitted by the Broker lapses due to non-payment of a premium, no further compensation will be paid to the Broker unless the Policy is reinstated by the Broker, according to the rules of the Company with respect to reinstatement, and then only such compensation as would be paid, had the Policy not lapsed. Broker012012E If a Policy issued on an Application submitted by the Broker to the Company, is a replacement of an existing Policy of the Company, compensation will be adjusted in accordance with the Company’s replacement rules then in effect.

Policy Replacement. The Broker may, subject to the written consent of the Company sell, transfer or merge the Broker’s business with that of another Broker and such consent cannot be unreasonably withheld by the Company. The Company also reserves the right to purchase the Company’s settled business placed by the Broker at a mutually agreed price, upon notice of the Broker’s intention to sell the Broker’s business. The Broker may also assign compensation payable under this agreement, provided prior written consent of the Company has been obtained. Any money, cheques or other securities received by the Broker on behalf of the Company are to be held by the Broker in trust for the Company. They are to be kept completely separate from the Broker’s own funds and must be forwarded directly to the Company. The Broker must, when required to do so, account to the Company for all sums received in connection with the Company’s business. (a) The Company agrees, subject to the terms of this Agreement, to pay the Broker compensation in respect of Policies issued on applications submitted by the Broker, according to the Company’s rates of such compensation which apply to this Agreement and are in effect at the time the application is submitted. (b) The Company reserves the right to change its compensation at any time provided that any such amendments shall only apply to Policies issued on applications submitted to the Company, by the Broker on or after the date on which the changes come into effect. The following Compensation Schedules are attached hereto and form part of this Agreement. Schedule Title A Broker’s Commission Subject to the terms and conditions of this Agreement, all commissions owed by the Company to the Broker hereunder are vested; however such commissions shall not be paid by the Company to the Broker if this Agreement is terminated by the Company for fraud or for gross and willful misconduct on the part of the Broker. The Broker acknowledges that any loans or advances (whether by annualization or otherwise) made by the Company to its Brokers are the responsibility of the Broker. If the Broker at any time becomes indebted to the Company, on account of receipt of advances, loans, or chargebacks for commissions and bonuses, or similar debts, such indebtedness shall be payable to the Company upon demand. The Company reserves the right to apply any entitlement of the Broker to current and future commissions, overrides, bonuses or any other compensation owed by the Company to the Broker as an offset of such indebtedness. Any amount owed by the Broker to the Company shall bear interest from the date on which it first becomes payable to the date of payment at the annual rate charged by the Company during such period to Policyholders on loans. If it becomes necessary for the Company to take any legal action to collect any sums payable by the Broker to the Company, the Broker agrees to pay all costs and disbursements of collection, plus reasonable attorneys’ fees and interest allowed by applicable provincial law and regulation in the collection process. If a Policy issued on an application submitted by the Broker lapses due to non-payment of a premium, no further compensation will be paid to the Broker unless the Policy is reinstated by the Broker, according to the rules of the Company with respect to reinstatement, and then only such compensation as would be paid, had the Policy not lapsed. Broker012012E If a Policy issued on an Application submitted by the Broker to the Company, is a replacement of an existing Policy of the Company, compensation will be adjusted in accordance with the Company’s replacement rules then in effect.. Broker Agreement (cont.)‌

Policy Replacement. The Broker may, subject to the written consent of the Company sell, transfer or merge the Broker’s business with that of another Broker and such consent cannot be unreasonably withheld by the Company. The Company also reserves the right to purchase the Company’s settled business placed by the Broker at a mutually agreed price, upon notice of the Broker’s intention to sell the Broker’s business. The Broker may also assign compensation payable under this agreement, provided prior written consent of the Company has been obtained. Any money, cheques or other securities received by the Broker on behalf of the Company are to be held by the Broker in trust for the Company. They are to be kept completely separate from the Broker’s own funds and must be forwarded directly to the Company. The Broker must, when required to do so, account to the Company for all sums received in connection with the Company’s business. (a) The Company agrees, subject to the terms of this Agreement, to pay the Broker compensation in respect of Policies issued on applications submitted by the Broker, according to the Company’s rates of such compensation which apply to this Agreement and are in effect at the time the application is submitted. (b) The Company reserves the right to change its compensation at any time provided that any such amendments shall only apply to Policies issued on applications submitted to the Company, by the Broker on or after the date on which the changes come into effect. The following Compensation Schedules are attached hereto and form part of this Agreement. Schedule Title A Broker’s Commission Subject to the terms and conditions of this Agreement, all commissions owed by the Company to the Broker hereunder are vested; however such commissions shall not be paid by the Company to the Broker if this Agreement is terminated by the Company for fraud or for gross and willful misconduct on the part of the Broker. The Broker acknowledges that any loans or advances (whether by annualization or otherwise) made by the Company to its Brokers are the responsibility of the Broker. If the Broker at any time becomes indebted to the Company, on account of receipt of advances, loans, or chargebacks for commissions and bonuses, or similar debts, such indebtedness shall be payable to the Company upon demand. The Company reserves the right to apply any entitlement of the Broker to current and future commissions, overrides, bonuses or any other compensation owed by the Company to the Broker as an offset of such indebtedness. Any amount owed by the Broker to the Company shall bear interest from the date on which it first becomes payable to the date of payment at the annual rate charged by the Company during such period to Policyholders on loans. If it becomes necessary for the Company to take any legal action to collect any sums payable by the Broker to the Company, the Broker agrees to pay all costs and disbursements of collection, plus reasonable attorneys’ fees and interest allowed by applicable provincial law and regulation in the collection process. If a Policy issued on an application submitted by the Broker lapses due to non-payment of a premium, no further compensation will be paid to the Broker unless the Policy is reinstated by the Broker, according to the rules of the Company with respect to reinstatement, and then only such compensation as would be paid, had the Policy not lapsed. Broker012012E Broker062010E If a Policy issued on an Application submitted by the Broker to the Company, is a replacement of an existing Policy of the Company, compensation will be adjusted in accordance with the Company’s replacement rules then in effect.