Common use of Distribution Responsibilities Clause in Contracts

Distribution Responsibilities. §2.1 Equitable Financial authorizes the Distributor to act, and the Distributor agrees to serve, as a principal underwriter and/or distributor of the Equitable Financial Products for and on behalf of Equitable Financial and, if applicable, the Separate Accounts with respect to such Products in all states and other jurisdictions in which the Products may legally be sold. During the term of this Agreement the Distributor agrees in turn that during such same period it will act exclusively for Equitable Financial or one of its affiliates and will not underwrite or distribute or contract to underwrite or distribute any other financial services products without the prior written consent of Equitable Financial in each instance. §2.2 The Distributor represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the FINRA and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the securities laws of every state and other jurisdiction in which the Products are available for sale, and the Distributor agrees to maintain such status. §2.3 The Distributor shall at all times function as and be deemed to be an independent contractor and will be under no obligation to effectuate any particular number of sales of Products or to promote or make sales, except to the extent the Distributor deems advisable. The Distributor shall be fully responsible for carrying out all compliance and supervisory obligations in connection with its distribution of the Products, including as required by applicable state insurance laws, and, to the extent the Products are securities, as required by the FINRA rules (“FINRA Conduct Rules”) and by federal and any applicable state or foreign securities laws. The Distributor shall assume full responsibility for the oversight of securities activities of any person associated with the Distributor, as defined in Section 3(a)(18) of the 1934 Act and engaged directly or indirectly in the distribution of the Products (“Associated Persons”) and shall have the authority to require that disciplinary action be taken with respect to the Associated Persons, as applicable. The Distributor shall be fully responsible for any and all compensation due and payable to any persons distributing the Products and/or soliciting applications therefor directly or indirectly by reason of the authorization granted to Distributor herein. §2.4 The Distributor is hereby authorized to enter into written agreements (“Sales Agreements”) with (a) broker-dealers (“Third Party Broker Dealers”) to solicit applications for the sale of Products which are exclusively securities, (b) with general agents (“Third Party General Agents”) to solicit applications for Products that are exclusively insurance products and (c) with Third Party Broker Dealers and their affiliated Third Party General Agents to jointly solicit applications for the sale of Products that are both securities and insurance products. A Third Party Broker Dealer may also be a Third Party General Agent. Where state law does not provide for or require general agents the Distributor may contract with individual insurance agents affiliated with the Third Party Broker Dealer to act as designated insurance principals in place of a Third Party General Agent and all references herein to Third Party General Agents shall also apply to such designated insurance principals. All Sales Agreements for any Product shall be in the standard form thereof as to such Product approved in advance by Equitable Financial with such nonmaterial changes thereto as the other parties thereto may require. The Distributor shall not enter into any other form of Sales Agreement without the prior approval of Equitable Financial in each case. All compensation arrangements in any Sales Agreement with Third Party Broker Dealers and/or Third Party General Agents shall be approved in advance by Equitable Financial. The Distributor shall not modify or amend any compensation arrangement in any Sales Agreement or offer any commission specials, promotions, bonuses or other cash or non-cash compensation incentives, without in each case first obtaining the prior consent of Equitable Financial thereto; §2.5 The Sales Agreements shall require that each party thereto which is a Third Party Broker Dealer shall assume full responsibility for continued compliance by itself and its associated persons (as that term is defined in Section 3(a)(l8) of the 1934 Act) with the FINRA Rules and applicable federal and state securities and insurance laws. Each Third Party Broker Dealer and its registered representatives (“Registered Representatives”) soliciting applications for the Products shall be duly and appropriately licensed, registered and otherwise qualified for the sale of the Products under the FINRA Rules and federal and state securities and insurance laws applicable to the offer and sale of the Products

Distribution Responsibilities. §2.1 Equitable Financial Section 1.1 EOC authorizes the Distributor to act, and the Distributor agrees to serve, as a principal underwriter and/or and distributor of the Equitable Financial Products EOC products listed on Schedule I attached hereto and such other EOC products as the parties may from time to time agree will be distributed by EOC (the "Products") for and on behalf of Equitable Financial EOC and, if applicable, the Separate Accounts with respect to such Products in all states and other jurisdictions in which the Products may legally be sold. During the term of this Agreement the Distributor agrees in turn that during such same period it will act exclusively for Equitable Financial or one of its affiliates Life and EOC and will not underwrite or distribute or contract to underwrite or distribute any other financial services products without the prior written consent of Equitable Financial EOC in each instance. §2.2 Section 1.2 The Distributor represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the FINRA NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the securities laws of every state and other jurisdiction in which the Products are available for sale, and the Distributor agrees to maintain such status. §2.3 Section 1.3 The Distributor shall at all times function as and be deemed to be an independent contractor and will be under no obligation to effectuate any particular number of sales of Products or to promote or make sales, except to the extent the Distributor deems advisable. The Distributor shall be fully responsible for carrying out all compliance and supervisory obligations in connection with its distribution of the Products, including as required by applicable state insurance laws, and, to the extent the Products same are securities, as required by the FINRA rules NASD Rules of Fair Practice (“FINRA Conduct "NASD Rules”") and by federal and any applicable state or foreign securities laws. The Distributor shall assume full responsibility for the oversight of securities activities of any person associated with the Distributor, as defined in Section 3(a)(18) of the 1934 Act Act, and engaged directly or indirectly in the distribution of the Products (“"Associated Persons”) "), and shall have the authority to require that disciplinary action be taken with respect to the Associated Persons, as applicable. The Distributor shall be fully responsible for any and all compensation due and payable to any persons distributing the Products and/or soliciting applications therefor directly or indirectly by reason of the authorization granted to Distributor herein. §2.4 . Section 1.4 The Distributor is hereby authorized presently a party to or may hereafter enter into written agreements (“"Sales Agreements”") with (a) broker-dealers (“"Third Party Broker Dealers”") to solicit applications for the sale of Products which are exclusively securities, (b) with general agents (“"Third Party General Agents”") to solicit applications for Products that are exclusively insurance products and (c) with Third Party Broker Dealers and their affiliated Third Party General Agents to jointly solicit applications for the sale of Products products that are both securities and insurance products, and is hereby authorized to PERMIT the solicitation of the products pursuant thereto. A Third Party Broker Dealer may also be a Third Party General Agent. Where state law does not provide for or require general agents the Distributor agents, existing Sales Agreements and new Sales Agreements may contract be with individual insurance agents affiliated with the a Third Party Broker Dealer to act as designated insurance principals in place of a Third Party General Agent Agent, and all references herein to Third Party General Agents shall also apply to such designated insurance principals. The Distributor warrants and represents that it has delivered true and complete copies of all existing Sales Agreements to EOC and that all the terms and conditions of this Agreement applicable to Sales Agreements hereafter entered into are true with respect to the existing Sales Agreements. All Sales Agreements hereafter entered into herein for any Product shall be in the standard form thereof as to such Product approved in advance by Equitable Financial EOC with such nonmaterial changes thereto as the other parties thereto may require. The Distributor shall not hereafter enter into any other form of Sales Agreement without the prior approval of Equitable Financial EOC in each case. EOC has reviewed the compensation agreements in all existing Sales Agreements and approved such arrangements. All compensation arrangements in any Sales Agreement with Third Party Broker Dealers and/or Third Party General Agents hereafter entered into shall be approved in advance by Equitable FinancialEOC. The Distributor shall not modify or amend any compensation arrangement in any Sales Agreement or offer any commission specials, promotions, bonuses or other cash or non-cash compensation incentives, without in each case first obtaining the prior consent of Equitable Financial EOC thereto; §2.5 Section 1.5 The Sales Agreements hereafter entered into shall require that each party thereto which is a Third Party Broker Dealer shall assume full responsibility for continued compliance by itself and its associated persons (as that term is defined in Section 3(a)(l83(a)(18) of the 1934 Act0000 Xxx) with the FINRA NASD Rules and applicable federal and state securities and insurance laws. Each Third Party Broker Dealer and its registered representatives (“"Registered Representatives”") soliciting applications for the Products shall be duly and appropriately licensed, registered and otherwise qualified for the sale of the Products under the FINRA NASD Rules and federal and state securities and insurance laws applicable to the offer and sale of the Products. The Distributor shall have full responsibility for the supervision of all Third Party Broker Dealers and shall assume, and indemnify and hold EOC harmless from and against, all liability for the acts and omissions of any Third Party Broker Dealer or its Registered Representatives. Section 1.6 The Distributor is authorized to recommend the appointment of Third Party General Agents and Qualified Agents (as hereinafter defined) of such Third Party General Agent as agents of EOC for the sale of particular Products. As used herein a "Qualified Agent" shall mean an insurance agent of a Third Party General Agent who is licensed to sell products such as the Products it is being appointed to sell in all states and other jurisdictions in which such agent intends to sell such Products and, if such Products are both securities and insurance products, is also a Registered Representative of the Third Party Broker Dealer affiliated with such Third Party General, an "Appointed EOC Agent" shall mean a Qualified Agent who has been appointed as an agent of EOC for the sale of particular Products, and a "Sales Representative" shall mean a Registered Representative or Appointed EOC Agent, as the case may be. Each Sales Agreement with a Third Party General Agent, hereafter entered into, shall obligate such party to apply for and maintain proper insurance licenses for itself and each of its Appointed EOC Agents in all states and other jurisdictions in which applications for Products are to be solicited by such agent. EOC will appoint Qualified Agents recommended by the Distributor as Appointed EOC Agents in all states and other jurisdictions in which such agent proposes to solicit applications for Products, provided that EOC reserves the right to refuse to appoint any Third Party General Agent or individual agent recommended by the Distributor which EOC determines in its sole discretion to be unsatisfactory for appointment and, following written notice to the Distributor, to terminate any such appointment thereafter.

Distribution Responsibilities. §2.1 Equitable Financial 1.1 MLOA authorizes the Distributor to act, distribute all fixed and variable life insurance and annuity products from time to time offered by MONY Life America (the Distributor agrees “Products”) to serve, both retail and wholesale broker-dealers and general agents as a principal underwriter and/or distributor of the Equitable Financial Products for and on behalf of Equitable Financial and, if applicable, the Separate Accounts with respect to such Products in all states and other jurisdictions in which the Products may legally be sold. During the term of this Agreement the Distributor agrees in turn that during such same period it will act exclusively for Equitable Financial or one of its affiliates and will not underwrite or distribute or contract to underwrite or distribute any other financial services products without the prior written consent of Equitable Financial in each instanceherein provided. §2.2 The Distributor (a) ADL warrants and represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the FINRA NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the securities laws of every state and other jurisdiction in which it does business. ADL will, at all times when performing its functions and fulfilling its obligations as a broker-dealer under this Agreement, be duly registered as a broker-dealer under the 1934 Act and in each state or other jurisdiction in which MSC intends to perform its functions and fulfills its obligations as a broker- dealer hereunder and in which such registration is required, and be a member in good standing of the NASD. (b) The Distributor warrants and represents that each of them is a licensed general agent in all states and jurisdictions in which it intends to do business as a general agent. The Distributor will, at all times when performing its functions and its obligations as a general agent under this Agreement, be duly licensed to sell the Products are available for sale, in each state or other jurisdiction in which it performs its functions and the Distributor agrees to maintain such statusfulfill its obligations as a general agent hereunder. §2.3 1.3 The Distributor shall at all times function as and be deemed to be an independent contractor and will be under no obligation to effectuate any particular number of sales of Products or to promote or make sales, except to the extent the Distributor deems advisable. The Distributor ADL shall be fully responsible for carrying carry out all compliance and supervisory obligations in connection with its distribution of the Products, including as required by applicable state insurance laws, and, to the extent the Products same are securities, as required by the FINRA rules NASD Rules of Fair Practice (“FINRA Conduct NASD Rules”) and by federal and any applicable state or foreign securities laws. The Distributor shall ADL will assume full responsibility for the oversight of securities activities of any person associated with the DistributorADL, as defined in Section 3(a)(18) of the 1934 Act Act, and engaged directly or indirectly in the distribution of the Products (“Associated Persons”) ), and shall have the authority to require that disciplinary action be taken with respect to the Associated Persons, as applicable. The Distributor shall be fully responsible for any and all compensation due and payable to any persons distributing the Products and/or soliciting applications therefor directly or indirectly by reason of the authorization granted to Distributor herein. . §2.4 1.4 The Distributor is hereby authorized to enter into written agreements (“Sales Agreements”) with ) (a) broker-dealers (“Third Party Broker Dealers”) with general agents to solicit applications for the sale of and service Products which that are exclusively securities, subject to insurance laws but not securities laws (“Traditional Products”) and (b) with broker-dealers and general agents (“Third Party General Agents”) jointly to solicit applications for and service Products that are exclusively insurance products and (c) with Third Party Broker Dealers and their affiliated Third Party General Agents subject to jointly solicit applications for the sale of Products that are both securities and insurance productslaws (“Variable Products”). General agents and broker-dealers which are parties to Sales Agreements are hereinafter referred to as “General Agents” and “Broker-Dealers”, respectively. A Third Party Broker Broker-Dealer may also be a Third Party General Agent. Where state law does not provide for or require general agents the Distributor Sales Agreements may contract with individual insurance agents affiliated with the Third Party Broker Dealer to act as designated insurance principals in place of authorize a Third Party General Agent and all references herein Broker-Dealer to Third Party General Agents shall also apply to such designated insurance principalsdistribution the Products on a wholesale or retail basis or both. All Sales Agreements for any Product shall be in the standard form thereof as to such Product approved in advance by Equitable Financial MONY Life America and MSC with such nonmaterial changes thereto as the other parties thereto General Agent and, if applicable, the Broker-Dealer may require. The Distributor shall not enter into any other form of Sales Agreement or notify or amend any Sales Agreement in any material respect without the prior written approval of Equitable Financial MONY Life America and/or MSC in each case. All compensation arrangements with each General Agent and Broker-Dealer, shall be set forth in any the applicable Sales Agreement with Third Party Broker Dealers and/or Third Party General Agents and shall be approved in advance by Equitable FinancialMONY Life America and/or MSC. The Distributor shall not modify or amend any compensation arrangement in any Sales Agreement or offer any commission specials, promotions, bonuses or other cash or non-cash compensation incentives, without in each case first obtaining the prior consent of Equitable Financial MONY Life America and/or MSC thereto;. §2.5 1.5 The Sales Agreements shall require that each party thereto which is a Third Party Broker Dealer shall assume full responsibility for continued compliance by itself and its associated persons (as that term is defined in Section 3(a)(l83(a)(18) of the 1934 Act0000 Xxx) with the FINRA NASD Rules and applicable federal and state securities and insurance laws. Each Third Party Broker Dealer and its registered representatives (“Registered Representatives”) soliciting applications for the Products shall be duly and appropriately licensed, registered and otherwise qualified for the sale of the Products under the FINRA NASD Rules and federal and state securities and insurance laws applicable to the offer and sale of the Products. The Distributor shall have full responsibility for the supervision of all Third Party Broker Dealers and shall assume, and indemnify and hold MONY Life America harmless from and against, all liability for the acts and omissions of any Third Party Broker Dealer or its Registered Representatives. §1.6 The Distributor shall take reasonable steps to ensure that no Sales Representative shall recommend the purchase of a Product to any applicant in the absence of reasonable grounds to believe that the purchase of the Product is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to the Sales Representative after reasonable inquiry of such applicant (and any other information known about the applicant) concerning the applicant’s insurance and investment objectives and financial situation and needs, including the likelihood (depending upon the nature of the Product) that the applicant will make sufficient payments or retain the Product for a sufficient period of time to derive the benefits of the Product. §1.7 The Distributor is authorized to recommend the appointment of General Agents and Qualified Agents (as hereinafter defined) as agents of MONY Life America for the sale of particular Products. As used herein, a “Qualified Agent” shall mean an insurance agent who is licensed in all states and other jurisdictions in which such agent intends to sell Products and, if such agent intends to sell Variable Products, is also a Registered Representative of a Broker Dealer. A “Sales Representative” shall mean a Qualified Agent who has been appointed as an agent of MONY Life America. MONY Life America will have the right to refuse to appoint any General Agent or individual agent recommended by the Distributor which MONY Life America determines in its sole discretion to be unsatisfactory for appointment and, following written notice to the Distributor, to terminate any such appointment thereinafter.

Distribution Responsibilities. §2.1 Equitable Financial 1.1 MLOA authorizes the Distributor to act, distribute all fixed and variable life insurance and annuity products from time to time offered by MONY Life America (the Distributor agrees “Products”) to serve, both retail and wholesale broker-dealers and general agents as a principal underwriter and/or distributor of the Equitable Financial Products for and on behalf of Equitable Financial and, if applicable, the Separate Accounts with respect to such Products in all states and other jurisdictions in which the Products may legally be sold. During the term of this Agreement the Distributor agrees in turn that during such same period it will act exclusively for Equitable Financial or one of its affiliates and will not underwrite or distribute or contract to underwrite or distribute any other financial services products without the prior written consent of Equitable Financial in each instanceherein provided. §2.2 The Distributor (a) ADL warrants and represents that it is a broker-dealer duly registered under the 1934 Act and is a member in good standing of the FINRA NASD and, to the extent necessary to perform the activities contemplated hereunder, is duly registered, or otherwise qualified, under the securities laws of every state and other jurisdiction in which it does business. ADL will, at all times when performing its functions and fulfilling its obligations as a broker-dealer under this Agreement, be duly registered as a broker-dealer under the 1934 Act and in each state or other jurisdiction in which MSC intends to perform its functions and fulfills its obligations as a broker- dealer hereunder and in which such registration is required, and be a member in good standing of the NASD. (b) The Distributor warrants and represents that each of them is a licensed general agent in all states and jurisdictions in which it intends to do business as a general agent. The Distributor will, at all times when performing its functions and its obligations as a general agent under this Agreement, be duly licensed to sell the Products are available for sale, in each state or other jurisdiction in which it performs its functions and the Distributor agrees to maintain such statusfulfill its obligations as a general agent hereunder. §2.3 1.3 The Distributor shall at all times function as and be deemed to be an independent contractor and will be under no obligation to effectuate any particular number of sales of Products or to promote or make sales, except to the extent the Distributor deems advisable. The Distributor ADL shall be fully responsible for carrying carry out all compliance and supervisory obligations in connection with its distribution of the Products, including as required by applicable state insurance laws, and, to the extent the Products same are securities, as required by the FINRA rules NASD Rules of Fair Practice (“FINRA Conduct NASD Rules”) and by federal and any applicable state or foreign securities laws. The Distributor shall ADL will assume full responsibility for the oversight of securities activities of any person associated with the DistributorADL, as defined in Section 3(a)(18) of the 1934 Act Act, and engaged directly or indirectly in the distribution of the Products (“Associated Persons”) ), and shall have the authority to require that disciplinary action be taken with respect to the Associated Persons, as applicable. The Distributor shall be fully responsible for any and all compensation due and payable to any persons distributing the Products and/or soliciting applications therefor directly or indirectly by reason of the authorization granted to Distributor herein. . §2.4 1.4 The Distributor is hereby authorized to enter into written agreements (“Sales Agreements”) with (a) broker-dealers (“Third Party Broker Dealers”) with general agents to solicit applications for the sale of and service Products which that are exclusively securities, subject to insurance laws but not securities laws (“Traditional Products”) and (b) with broker-dealers and general agents (“Third Party General Agents”) jointly to solicit applications for and service Products that are exclusively insurance products and (c) with Third Party Broker Dealers and their affiliated Third Party General Agents subject to jointly solicit applications for the sale of Products that are both securities and insurance productslaws (“Variable Products”). General agents and broker-dealers which are parties to Sales Agreements are hereinafter referred to as “General Agents” and “Broker-Dealers”, respectively. A Third Party Broker Broker-Dealer may also be a Third Party General Agent. Where state law does not provide for or require general agents the Distributor Sales Agreements may contract with individual insurance agents affiliated with the Third Party Broker Dealer to act as designated insurance principals in place of authorize a Third Party General Agent and all references herein Broker-Dealer to Third Party General Agents shall also apply to such designated insurance principalsdistribution the Products on a wholesale or retail basis or both. All Sales Agreements for any Product shall be in the standard form thereof as to such Product approved in advance by Equitable Financial MONY Life America and MSC with such nonmaterial changes thereto as the other parties thereto General Agent and, if applicable, the Broker-Dealer may require. The Distributor shall not enter into any other form of Sales Agreement or notify or amend any Sales Agreement in any material respect without the prior written approval of Equitable Financial MONY Life America and/or MSC in each case. All compensation arrangements with each General Agent and Broker-Dealer, shall be set forth in any the applicable Sales Agreement with Third Party Broker Dealers and/or Third Party General Agents and shall be approved in advance by Equitable FinancialMONY Life America and/or MSC. The Distributor shall not modify or amend any compensation arrangement in any Sales Agreement or offer any commission specials, promotions, bonuses or other cash or non-cash compensation incentives, without in each case first obtaining the prior consent of Equitable Financial MONY Life America and/or MSC thereto;. §2.5 1.5 The Sales Agreements shall require that each party thereto which is a Third Party Broker Dealer shall assume full responsibility for continued compliance by itself and its associated persons (as that term is defined in Section 3(a)(l83(a)(18) of the 1934 Act0000 Xxx) with the FINRA NASD Rules and applicable federal and state securities and insurance laws. Each Third Party Broker Dealer and its registered representatives (“Registered Representatives”) soliciting applications for the Products shall be duly and appropriately licensed, registered and otherwise qualified for the sale of the Products under the FINRA NASD Rules and federal and state securities and insurance laws applicable to the offer and sale of the Products. The Distributor shall have full responsibility for the supervision of all Third Party Broker Dealers and shall assume, and indemnify and hold MONY Life America harmless from and against, all liability for the acts and omissions of any Third Party Broker Dealer or its Registered Representatives. §1.6 The Distributor shall take reasonable steps to ensure that no Sales Representative shall recommend the purchase of a Product to any applicant in the absence of reasonable grounds to believe that the purchase of the Product is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to the Sales Representative after reasonable inquiry of such applicant (and any other information known about the applicant) concerning the applicant’s insurance and investment objectives and financial situation and needs, including the likelihood (depending upon the nature of the Product) that the applicant will make sufficient payments or retain the Product for a sufficient period of time to derive the benefits of the Product. §1.7 The Distributor is authorized to recommend the appointment of General Agents and Qualified Agents (as hereinafter defined) as agents of MONY Life America for the sale of particular Products. As used herein, a “Qualified Agent” shall mean an insurance agent who is licensed in all states and other jurisdictions in which such agent intends to sell Products and, if such agent intends to sell Variable Products, is also a Registered Representative of a Broker Dealer. A “Sales Representative” shall mean a Qualified Agent who has been appointed as an agent of MONY Life America. MONY Life America will have the right to refuse to appoint any General Agent or individual agent recommended by the Distributor which MONY Life America determines in its sole discretion to be unsatisfactory for appointment and, following written notice to the Distributor, to terminate any such appointment thereinafter.