Common use of LICENSING AND APPOINTMENT OF AGENTS Clause in Contracts

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the premium (as used herein, the term “premium” shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company from time to time may establish or amend in its sole discretion. c. The Company shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer of The Company for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s 's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company from time to time may establish or amend in its sole discretion. c. The Company shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer of The Company for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s 's appointment or may withdraw the Agent’s 's right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Manulife USA as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the first premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Manulife USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Manulife USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Manulife USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Manulife USA from time to time may establish or amend in its sole discretion. c. The Company Manulife USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Manulife USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, . Manulife Financial and the jurisdictions where such Agents block design are licensed to solicit sales registered service marks and trademarks of the Contracts. With the frequency reasonably requested The Manufacturers Life Insurance Company and are used by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business it and the Contracts that have been approved for sale in each of those jurisdictionsits affiliates including Manulife Financial Corporation.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Manulife USA as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the first premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Manulife USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Manulife USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Manulife USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Manulife USA from time to time may establish or amend in its sole discretion. c. The Company Manulife USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Manulife USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations.. -------------------------------------------------------------------------------- Manulife Financial and the block design are registered service marks and trademarks of The Manufacturers Life Insurance Company and are used by it and its affiliates including Manulife Financial Corporation. AG1010US (08/2001) d. The CompanyManulife USA, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s 's appointment or may withdraw the Agent’s 's right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The CompanyManulife USA, General Agent shall provide The Company Manulife USA with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company Manulife USA shall provide General Agent with a list which shows the jurisdictions in which The Company Manulife USA is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Manulife USA as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the first premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Manulife USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Manulife USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Manulife USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Manulife USA from time to time may establish or amend in its sole discretion. c. The Company Manulife USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Manulife USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. 1 - Manulife Financial and the block design are registered service marks and trademarks of The Manufacturers Life Insurance Company and are used by it and its affiliates including Manulife Financial Corporation. AG1010US (08/2001) d. The CompanyManulife USA, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s 's appointment or may withdraw the Agent’s 's right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The CompanyManulife USA, General Agent shall provide The Company Manulife USA with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company Manulife USA shall provide General Agent with a list which shows the jurisdictions in which The Company Manulife USA is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. Broker-Dealer and General Agent is are specifically authorized to designate persons for appointment by The Company Agents proposed to be appointed as Agents agents of First Penn-Pacific to solicit applications for the Contracts, to deliver the Contracts Contracts, and to collect the first premium (as used herein, the term “premium” shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s First Penn-Pacific's rules and procedures. Broker-Dealer and General Agent shall not propose an Agent for appointment unless such Agent is an "associated person" of Broker-Dealer (as defined in Section 3(a)(8) of the 1934 Act), duly registered as a representative of Broker-Dealer and duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for engage in solicitation of sales of the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of . Broker-Dealer. Dealer and General Agent together shall be responsible for such Agents’ ' continuing compliance with applicable licensing securities registration requirements under and state insurance laws, and Broker-Dealer shall be responsible for such Agents’ continuing compliance with applicable registration requirements under federal and state securities agent licensing laws. b. Broker-Dealer and General Agent shall assist The Company First Penn-Pacific and Distributor in the appointment of Agents under applicable insurance laws andto sell the Contracts. Broker-Dealer and General Agent shall comply with First Penn-Pacific's requirements, as First Penn-Pacific in its sole discretion may establish and change from time to time, in that connection, submitting licensing or appointment documentation for Agents. All such documentation shall prepare and transmit be submitted by Broker-Dealer or General Agent to The Company appropriate First Penn-Pacific or its designated agent licensing and appointment forms, shall fulfill all requirements set forth in the administrator. A copy of First Penn-Pacific's current General Letter of Recommendation Recommendation, to be used in connection with the appointment of Agents, is attached hereto as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company from time to time may establish or amend in its sole discretion.A. c. The Company shall First Penn-Pacific agrees to pay the initial appointment fees and renewal fees fee required under relevant state insurance laws to appoint each previously licensed person Agents as an insurance producer agents of The Company First Penn-Pacific for the sale of Contracts. General Agent shall will be responsible for paying all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer fees and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities the Agents’ ' continuing compliance with applicable securities registration requirements under federal and state securities laws and the rule of self-regulatory organizationsrequirements. d. The Company, in its discretion, may First Penn-Pacific reserves the right to refuse to appoint any Agent such designated by General Agent or, after it has appointed an Agentonce appointed, may to terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations's appointment. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Manulife USA as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the first premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Manulife USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Manulife USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Manulife USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Manulife USA from time to time may establish or amend in its sole discretion. c. The Company Manulife USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Manulife USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, . -------------------------------------------------------------------------------- Manulife Financial and the jurisdictions where such Agents block design are licensed to solicit sales registered service marks and trademarks of the ContractsThe Manufacturers Life Insurance Company and are used by it and its affiliates including Manulife Financial Corporation. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.AG1010US (08/2001)

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Manulife USA as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the first premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Manulife USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Manulife USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Manulife USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Manulife USA from time to time may establish or amend in its sole discretion. c. The Company Manulife USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Manulife USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. Broker-Dealer and General Agent is are specifically authorized to designate persons for appointment by The Company Agents proposed to be appointed as Agents agents of Liberty Life to solicit applications for the ContractsPolicies, to deliver the Contracts Policies, and to collect the first premium (as used herein, the term “premium” shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Liberty Life’ rules and procedures. Broker-Dealer and General Agent shall not propose an Agent for appointment unless such Agent is an “associated person” of Broker-Dealer (as defined in Section 3(a)(8) of the 1934 Act), duly registered as a representative of Broker-Dealer and duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for engage in solicitation of sales of the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Policies. Broker-Dealer. Dealer and General Agent together shall be responsible for such Agents’ continuing compliance with applicable licensing securities registration requirements under and state insurance laws, and Broker-Dealer shall be responsible for such Agents’ continuing compliance with applicable registration requirements under federal and state securities agent licensing laws. b. Broker-Dealer and General Agent shall assist The Company Liberty Life and Distributor in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare to sell the Policies. Broker-Dealer and transmit to The Company appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and Agent shall comply with such other related policies Liberty Life’s requirements, as Liberty Life in its sole discretion may establish and procedures as The Company change from time to time may establish time, in submitting licensing or amend in appointment documentation for Agents. All such documentation shall be submitted by Broker-Dealer or General Agent to Liberty Life or its sole discretiondesignated agent licensing administrator. c. The Company shall Liberty Life agrees to pay the initial appointment fees and renewal fees fee required under relevant state insurance laws to appoint each previously licensed person Agents as an insurance producer agents of The Company Liberty Life for the sale of ContractsPolicies. General Agent shall will be responsible for paying all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer fees and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities the Agents’ continuing compliance with applicable securities registration requirements under federal and state securities laws and the rule of self-regulatory organizationsrequirements. d. The Company, in its discretion, may Liberty Life reserves the right to refuse to appoint any Agent such designated by General Agent or, after it has appointed an Agentonce appointed, may to terminate or refuse to renew such Agent’s appointment or may withdraw the Agent’s right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitationsappointment. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.

LICENSING AND APPOINTMENT OF AGENTS. a. General Agent is authorized to designate persons for appointment by The Company Xxxx Xxxxxxx USA as Agents to solicit applications for the Contracts, provide service to deliver the Contracts and to collect the premium (as used herein, the term “"premium” " shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company’s Xxxx Xxxxxxx USA's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents’ ' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company Xxxx Xxxxxxx USA in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company Xxxx Xxxxxxx USA appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company Xxxx Xxxxxxx USA from time to time may establish or amend in its sole discretion.. AG2006US (01/2005) 1 of 11 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- c. The Company John Xxxxxxx USA shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer agent of The Company Xxxx Xxxxxxx USA for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents’ ' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The CompanyJohn Xxxxxxx USA, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent’s 's appointment or may withdraw the Agent’s 's right to solicit applications for service some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitationsproviding service under this Agreement. e. With the frequency reasonably requested by The CompanyXxxx Xxxxxxx USA, General Agent shall provide The Company Xxxx Xxxxxxx USA with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company Xxxx Xxxxxxx USA shall provide General Agent with a list which shows the jurisdictions in which The Company Xxxx Xxxxxxx USA is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions.