Common use of AUTHORITY AND DUTIES OF SELLING BROKER Clause in Contracts

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i) train and supervise Sub-agents, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual and PEN to their satisfaction with evidence of Sub-agents' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual if any of such Sub-agents ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in the absence of reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent will be made by means of a currently effective prospectus.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has the full legal responsibility for the training and supervision of all persons, including Sub-agents brokers of General AgentProducer, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control and supervision of Selling Broker-Dealer with respect to their securities regulated activities. Selling Broker-Dealer shall: (i) train and supervise Sub-agentsbrokers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents brokers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual the Company and PEN Clarendon to their satisfaction with evidence of Sub-agentsbrokers' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual the Company if any of such Sub-agents brokers ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents brokers to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer Dealer, jointly with Producer, shall train and supervise Sub-agents brokers to ensure that purchase of a Contract is not recommended only to an applicant in the absence of applicants where there are reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent broker after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent broker will be made by means of a currently effective prospectus. The Company and Clarendon shall not have any responsibility for the supervision of any registered representative or any employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (including reasonable attorney's fees) to the Company or Clarendon, Selling Broker-Dealer and Producer shall be responsible and liable, jointly and severally, therefor. Selling Broker-Dealer at all times shall be duly registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD and duly licensed in all states and jurisdictions where required to perform pursuant to this agreement. Selling Broker-Dealer shall fully comply with the requirements of the 1934 Act and all other applicable federal or state laws and with the rules of the NASD. Selling Broker-Dealer shall establish such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Sub-brokers including ensuring compliance with the prospectus delivery requirements of the 1933 Act.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has the full legal responsibility for the training and supervision of all persons, including Sub-agents brokers of General AgentProducer, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control and supervision of Selling Broker-Dealer with respect to their securities regulated activities. Selling Broker-Dealer shall: (i) train and supervise Sub-agentsbrokers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents brokers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual the Company and PEN Sun Investment to their satisfaction with evidence of Sub-agentsbrokers' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual the Company if any of such Sub-agents brokers ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents brokers to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer Dealer, jointly with Producer, shall train and supervise Sub-agents brokers to ensure that purchase of a Contract is not recommended only to an applicant in the absence of applicants where there are reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent broker after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent broker will be made by means of a currently effective prospectus. The Company and Sun Investment shall not have any responsibility for the supervision of any registered representative or any employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (including reasonable attorney's fees) to the Company or Sun Investment, Selling Broker-Dealer and Producer shall be responsible and liable, jointly and severally, therefor. Selling Broker-Dealer at all times shall be duly registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD and duly licensed in all states and jurisdictions where required to perform pursuant to this agreement. Selling Broker-Dealer shall fully comply with the requirements of the 1934 Act and all other applicable federal or state laws and with the rules of the NASD. Selling Broker-Dealer shall establish such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Sub-brokers including ensuring compliance with the prospectus delivery requirements of the 1933 Act.