Common use of PREMIUM TAXES AND GUARANTY FUND ASSESSMENTS Clause in Contracts

PREMIUM TAXES AND GUARANTY FUND ASSESSMENTS. The Company will pay (or will cause to be paid) all Premium Taxes and guaranty fund assessments (whether incurred prior to or after the Effective Date) related to the Policies. The Reinsurer shall reimburse the Company for any Premium Taxes that are not Retained Liabilities. Further, the Reinsurer shall reimburse the Company for any guaranty fund assessments actually paid by the Company on premiums received by the Company on Policies after the Effective Date. In the event that the Reinsurer is treated as a foreign corporation for U.S. federal tax purposes, the Reinsurer shall reimburse the Company for any federal excise taxes Imposed on the Company in respect of this Agreement. Finally, the Reinsurer shall reimburse the Company for Taxes Imposed on the Company in respect of premiums on the Policies or any other gross income covered by this Agreement (other than Taxes on, or determined by reference to, net income, or corporate franchise Taxes), following a change in law. The Company shall submit to the Reinsurer an invoice for Premium Taxes or other Taxes and guaranty fund assessment reimbursements following the end of each calendar quarter, together with Premium Taxes or other Taxes and guaranty fund information reasonably necessary for Reinsurer to evaluate the correctness of the calculation of such Premium Taxes or other Taxes and guaranty fund reimbursements, and Reinsurer shall pay to Company the amounts due under such invoice within ten (10) business days following receipt thereof, except to the extent that a good faith dispute exists as to Reinsurer’s obligation to pay all or a portion of the invoice. The Company shall use reasonable efforts to reduce or mitigate any Taxes for which the Reinsurer would be obligated to reimburse the Company pursuant to this Section 2.9, other than Premium Taxes. The Company shall notify the Reinsurer as soon as possible upon the commencement of an audit or other proceedings that may give rise to a reimbursement obligation under this Section 2.9. If the Reinsurer agrees to indemnify the Company for all the costs associated with the defense of the portion of any claim that may give rise to a reimbursement obligation under this Section 2.9, the Reinsurer shall have the right to control the defense of such portion of such claim in the name of the Company or, if not so permitted under law, with the Company’s cooperation. The Company shall not settle or compromise a claim that may give rise to a reimbursement obligation under this Section 2.9 without the Reinsurer’s consent, which consent will not be unreasonably withheld. To the extent that the Company shall obtain a refund or receive credit or any other benefit in respect of all or any part of any Taxes that were the subject of reimbursement pursuant to this Section 2.9, the Company shall promptly pay to the Reinsurer the amount of such refund, credit, or other benefit.

PREMIUM TAXES AND GUARANTY FUND ASSESSMENTS. The Ceding Company will pay (or will cause to be paid) all Premium Taxes premium taxes (or other taxes imposed in lieu thereof) ("PREMIUM TAXES") and guaranty fund assessments ("ASSESSMENTS") (whether incurred prior to to, on or after the Effective Date) related to the PoliciesSubject Contracts. The Reinsurer shall reimburse the Ceding Company for the Quota Share of any and all Premium Taxes that are not Retained Liabilities. Further, the Reinsurer shall reimburse the Company for any guaranty fund assessments actually and Assessments other than fees characterized as "Class A" or "administrative" fees ("CHARGED ASSESSMENTS") paid by the Ceding Company on premiums received by the Ceding Company on Policies or after the Effective Date. In the event that the Reinsurer is treated as a foreign corporation for U.S. federal tax purposes, the Reinsurer shall reimburse the Company for any federal excise taxes Imposed Date on the Company in respect of this Agreement. Finally, Subject Contracts to the Reinsurer shall reimburse extent allocated to the Company for Taxes Imposed on the Company in respect of premiums on the Policies or any other gross income covered by this Agreement (other than Taxes on, or determined by reference to, net income, or corporate franchise Taxes), following a change in lawGeneral Account. The Ceding Company shall submit to include the Reinsurer an invoice amount of such Premium Tax and Charged Assessments for Premium Taxes or other Taxes and guaranty fund assessment reimbursements which it seeks reimbursement following the end of each calendar quarter, together with Monthly Period on the Monthly Report for such Monthly Period. The Ceding Company shall also deliver to the Reinsurer Premium Taxes or other Taxes Tax and guaranty fund Charged Assessment information reasonably necessary for the Reinsurer to evaluate the correctness of the calculation of such Premium Taxes or other Taxes and guaranty fund reimbursements, and thereof. The Reinsurer shall pay to the Ceding Company the amounts amount of Premium Tax and Charged Assessment due under such invoice within ten (10) business days following receipt thereof, except to the extent that a good faith dispute exists as to Reinsurer’s obligation to pay all or a portion part of the invoicemonthly settlement. The Company shall use reasonable efforts to reduce or mitigate any Taxes for which the Reinsurer would be obligated to reimburse the Company pursuant to this Section 2.9, other than Premium Taxes. The Ceding Company shall notify the Reinsurer as soon as possible upon the commencement of an audit or other proceedings proceeding that may give rise to a reimbursement obligation under this Section 2.9. If the Reinsurer agrees to indemnify the Company for all the costs associated with the defense of the portion of any claim that may give rise to a reimbursement obligation under this Section 2.9, the Reinsurer shall have the right to control the defense of such portion of such claim in the name of the Company or, if not so permitted under law, with the Company’s cooperation3.7. The Ceding Company shall not settle or compromise a claim that may give rise to a reimbursement obligation under this Section 2.9 3.7 without the Reinsurer’s 's consent, which consent will not be unreasonably withheld. To the extent that the Ceding Company shall obtain a refund or receive credit or any other benefit in respect of all or any part of any Charged Assessment or Premium Taxes that were the subject of reimbursement pursuant to this Section 2.93.7, the Company shall promptly pay to the Reinsurer the amount of such refund, credit, credit or other benefit.. 9

PREMIUM TAXES AND GUARANTY FUND ASSESSMENTS. The Ceding Company will pay (or will cause to be paid) all Premium Taxes premium taxes (or other taxes imposed in lieu thereof) ("PREMIUM TAXES") and guaranty fund assessments ("ASSESSMENTS") (whether incurred prior to to, on or after the Effective Date) related to the PoliciesFLIC Contracts. The Reinsurer shall reimburse the Ceding Company for the Quota Share of any and all Premium Taxes that are not Retained Liabilities. Further, the Reinsurer shall reimburse the Company for any guaranty fund assessments actually paid and Assessments other than fees characterized as "Class A " or "administrative" fees ("CHARGED PREMIUM TAXES AND ASSESSMENTS") incurred by the Ceding Company on premiums received by the Ceding Company on Policies or after the Effective Date. In the event that the Reinsurer is treated as a foreign corporation for U.S. federal tax purposes, the Reinsurer shall reimburse the Company for any federal excise taxes Imposed Date on the Company in respect of this Agreement. Finally, FLIC Contracts to the Reinsurer shall reimburse extent allocated to the Company for Taxes Imposed on the Company in respect of premiums on the Policies or any other gross income covered by this Agreement (other than Taxes on, or determined by reference to, net income, or corporate franchise Taxes), following a change in lawFLIC General Account. The Ceding Company shall submit to include the Reinsurer an invoice for amount of such Premium Taxes or other Taxes and guaranty fund assessment reimbursements Assessments for which it seeks reimbursement following the end of each calendar quarter, together with Period on the Periodic Report for such Period. The Ceding Company shall also deliver to the Reinsurer Premium Taxes or other Taxes and guaranty fund Assessments information reasonably necessary for the Reinsurer to evaluate the correctness of the calculation of such Premium Taxes or other Taxes and guaranty fund reimbursements, and thereof. The Reinsurer shall pay to the Ceding Company the amounts amount of Premium Taxes and Assessments due under such invoice within ten (10) business days following receipt thereof, except to the extent that a good faith dispute exists as to Reinsurer’s obligation to pay all or a portion part of the invoiceperiodic settlement. The Company shall use reasonable efforts to reduce or mitigate any Taxes for which the Reinsurer would be obligated to reimburse the Company pursuant to this Section 2.9, other than Premium Taxes. The Ceding Company shall notify the Reinsurer as soon as possible upon the commencement of an audit or other proceedings proceeding that may give rise to a reimbursement obligation under this Section 2.9. If the Reinsurer agrees to indemnify the Company for all the costs associated with the defense of the portion of any claim that may give rise to a reimbursement obligation under this Section 2.9, the Reinsurer shall have the right to control the defense of such portion of such claim in the name of the Company or, if not so permitted under law, with the Company’s cooperation3.9. The Ceding Company shall not settle or compromise a claim that may give rise to a reimbursement obligation under this Section 2.9 3.9 without the Reinsurer’s 's consent, which consent will not be unreasonably withheld. To the extent that the Ceding Company shall obtain a refund or receive credit or any other benefit in respect of all or any part of any Charged Premium Taxes and Assessments that were the subject of reimbursement pursuant to this Section 2.93.9, the Ceding Company shall promptly pay to the Reinsurer the amount of such refund, credit, credit or other benefit.

PREMIUM TAXES AND GUARANTY FUND ASSESSMENTS. The Ceding Company will pay (or will cause to be paid) all Premium Taxes premium taxes (or other taxes imposed in lieu thereof) ("PREMIUM TAXES") and guaranty fund assessments ("ASSESSMENTS") (whether incurred prior to to, on or after the Effective Date) related to the PoliciesAFLIAC Contracts and the PL Contracts to the extent payable by the Ceding Company under the PL Agreement. The Reinsurer shall reimburse the Ceding Company for the Quota Share of any and all Premium Taxes that are not Retained Liabilities. Further, the Reinsurer shall reimburse the Company for any guaranty fund assessments actually paid and Assessments other than fees characterized as "Class A " or "administrative" fees ("CHARGED PREMIUM TAXES AND ASSESSMENTS") incurred by the Ceding Company on premiums received by the Ceding Company on Policies or after the Effective Date. In the event that the Reinsurer is treated as a foreign corporation for U.S. federal tax purposes, the Reinsurer shall reimburse the Company for any federal excise taxes Imposed Date on the AFLIAC Contracts to the extent allocated to the AFLIAC General Account or on the PL Contracts to the extent allocated to the PL General Account and payable by the Ceding Company in respect of this under the PL Agreement. Finally, the Reinsurer shall reimburse the Company for Taxes Imposed on the Company in respect of premiums on the Policies or any other gross income covered by this Agreement (other than Taxes on, or determined by reference to, net income, or corporate franchise Taxes), following a change in law. The Ceding Company shall submit to include the Reinsurer an invoice for amount of such Premium Taxes or other Taxes and guaranty fund assessment reimbursements Assessments for which it seeks reimbursement following the end of each calendar quarter, together with Period on the Periodic Report for such Period. The Ceding Company shall also deliver to the Reinsurer Premium Taxes or other Taxes and guaranty fund Assessments information reasonably necessary for the Reinsurer to evaluate the correctness of the calculation of such Premium Taxes or other Taxes and guaranty fund reimbursements, and thereof. The Reinsurer shall pay to the Ceding Company the amounts amount of Premium Taxes and Assessments due under such invoice within ten (10) business days following receipt thereof, except to the extent that a good faith dispute exists as to Reinsurer’s obligation to pay all or a portion part of the invoiceperiodic settlement. The Company shall use reasonable efforts to reduce or mitigate any Taxes for which the Reinsurer would be obligated to reimburse the Company pursuant to this Section 2.9, other than Premium Taxes. The Ceding Company shall notify the Reinsurer as soon as possible upon the commencement of an audit or other proceedings proceeding that may give rise to a reimbursement obligation under this Section 2.9. If the Reinsurer agrees to indemnify the Company for all the costs associated with the defense of the portion of any claim that may give rise to a reimbursement obligation under this Section 2.9, the Reinsurer shall have the right to control the defense of such portion of such claim in the name of the Company or, if not so permitted under law, with the Company’s cooperation3.9. The Ceding Company shall not settle or compromise a claim that may give rise to a reimbursement obligation under this Section 2.9 3.9 without the Reinsurer’s 's consent, which consent will not be unreasonably withheld. To the extent that the Ceding Company shall obtain a refund or receive credit or any other benefit in respect of all or any part of any Charged Premium Taxes and Assessments that were the subject of reimbursement pursuant to this Section 2.93.9, the Company shall promptly pay to the Reinsurer the amount of such refund, credit, credit or other benefit.