Common use of REPRESENTATIONS AND WARRANTIES OF INSURER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessary. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate Account; Insurer has filed with the insurance regulatory authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(5) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration Statement. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement for the Contracts and the related Prospectus and, when issued as contemplated by such Registration Statement, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate Account, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas New York with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessary. (5) The Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate Account; Insurer has filed with the insurance regulatory authority for the State of Kansas New York Insurance Department an annual statement of its financial condition, which condition with indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of KansasNew York Insurance Department. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(5) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas New York Superintendent of Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration Statement. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement for the Contracts and the related Prospectus and, when issued as contemplated by such Registration Statement, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate Account, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas Ohio with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3Schedule 2. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas Ohio an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of KansasOhio. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(58(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Ohio Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 Schedule 2 as such Schedule is in effect on the pertinent date of each Registration Statement. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants wan ants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws Jaws of the State of Kansas with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's ’s knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further farther represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required requi1ed to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. Insurer In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory regulato1y authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically pe1iodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material mate1ial fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations rep1esentations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished famished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's ’s knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 SA-31 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas New York with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas New York an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of KansasNew York. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas New York Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas New York with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessary. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate Account; Insurer has filed with the insurance regulatory authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(5) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (76) The Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) 7) The form of the Contracts has been approved to the extent required by the Kansas New York Superintendent of Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration Statement. (9) 8) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement for the Contracts and the related Prospectus and, when issued as contemplated by such Registration Statement, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (109) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate Account, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas New York with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 ICA‑40 and SA-33 SA‑33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33SA‑33, ICA-40 ICA‑40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 ICA‑40 and no stop order under SA-33 SA‑33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit perm it the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40ICA‑40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas New York an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of KansasNew York. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 SA‑33 and ICA-40 ICA‑40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas New York Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1a) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State Commonwealth of Kansas Massachusetts with full power and authority to own, lease lease, and operate its properties and conduct its business, is and duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is except as may be disclosed in good standing, in each state or jurisdiction listed on SCHEDULE 3writing to Underwriter. (2b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3c) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party Party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (bd) Insurer further represents and warrants to Underwriter on the effective date of the initial Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer Each Separate Account has filed been registered with the SEC all statementsas a unit investment trust or management investment company to the extent required by and in accordance with the 1940 Act, notices 11 and other documents interests therein have been registered with the SEC to the extent required for registration of by and in accordance with the Contracts Securities Act. (or the interests thereine) and the Separate Account under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or Each Registration Statement relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Securities Act, the 1940 Act, or Regulations thereunder, and Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 the 1940 Act and no stop order under SA-33 the Securities Act has been issued and no proceeding therefor relating thereto has been instituted or threatened by the SEC. (4f) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, obtained all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the each Separate Account supporting such Contracts as contemplated in by the related Prospectusapplicable Registration Statement, and such orders either apply to Underwriter, as principal underwriter for of the Contracts and the Separate Account to the extent necessarynecessary or Insurer will cease to engage in the activities for which such SEC exemption or approval is required in order to eliminate the need for such order to apply to Underwriter. (5g) Insurer has represented in the Registration Statement that the The fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer and the Insurer has made representations to the foregoing effect in the Registration Statement relating to each Contract. (h) Insurer complies with all other applicable provisions of Section 26 of the ICA-401940 Act, as if it were trustee or custodian of the each Separate Account; . (i) Insurer has filed with the insurance regulatory authority for the State Massachusetts Division of Kansas Insurance an annual statement of its financial condition, which condition that indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC ruleapplicable Laws and Regulations or state insurance laws and regulations; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority Massachusetts Division of KansasInsurance. (6j) Such Each Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 all applicable Laws and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(58(j) shall apply to statements or omissions from contained in a Registration Statement or Prospectus that were made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter with respect to Underwriter expressly for use in such Registration Statement or Prospectus. (7k) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the each Separate Account. (8) l) The form forms of the Contracts has have been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating applicable state insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect departments on the pertinent date of each Registration Statement. (9m) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement for the Contracts and the related Prospectus and, when issued as contemplated by such Registration Statement, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10n) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate Account, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained. (o) Insurer has at all times properly relied on, and complied with, applicable no-action or interpretive letters issued by the SEC staff in respect to any Separate Account registration statement where Insurer has elected not to (i) update such registration statement and (ii) deliver or cause to be delivered updated Contract prospectuses to Contract owners or participants.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas New York with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas New York an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of KansasNew York. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(58(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas New York Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.

REPRESENTATIONS AND WARRANTIES OF INSURER. (a) Insurer represents and warrants to Underwriter on the Effective Date that: (1) Insurer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Kansas with full power and authority to own, lease and operate its properties and conduct its business, is duly qualified to transact the business of a life insurance company and to issue variable insurance products, and is in good standing, in each state or jurisdiction listed on SCHEDULE 3. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action by Insurer, and when so executed and delivered this Agreement shall be the valid and binding obligation of Insurer enforceable in accordance with its terms. (3) The consummation of the transactions contemplated herein, and the fulfillment of the terms of this Agreement, shall not conflict with, result in any breach in any material respect of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default in any material respect under, the articles of incorporation or bylaws of Insurer, or any indenture, agreement, mortgage, deed of trust, or other instrument to which Insurer is a party or by which it is bound, or, to the best of Insurer's knowledge, violate in any material respect any law, any order, rule or regulation applicable to Insurer of any court or of any federal or state regulatory body, administrative agency or any other governmental instrumentality having jurisdiction over Insurer or any of its properties. (b) Insurer further represents and warrants to Underwriter on the effective date of the initial most recent Registration Statement for the Contracts, and undertakes to use its best efforts to ensure as of the effective date of each subsequent Registration Statement, that: (1) Insurer has filed with the SEC all statements, notices and other documents required for registration of the Contracts (or the interests therein) and the Separate Account Accounts under the provisions of ICA-40 and SA-33 and the Regulations thereunder; further, there are no contracts or documents of Insurer or relating to the Contracts or the Separate Account which are required to be filed as exhibits to such Registration Statement by SA-33, ICA-40 or the Regulations which have not been so filed. (2) Such Registration Statement has been declared effective by the SEC or has become effective in accordance with the Regulations. (3) Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of ICA-40 and no stop order under SA-33 has been issued and no proceeding therefor has been instituted or threatened by the SEC. (4) Insurer has obtained, or prior to the commencement of the offering of the Contracts will obtain, all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and to permit the operation of the Separate Account Accounts supporting such Contracts as contemplated in the related Prospectus, and such orders apply to Underwriter, as principal underwriter for the Contracts and the Separate Account to the extent necessaryProspectuses. (5) Insurer has represented in the Registration Statement that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurer. In addition, Insurer complies with all other applicable provisions of Section 26 of the ICA-40, as if it were trustee or custodian of the Separate AccountAccounts; Insurer has filed with the insurance regulatory authority for the State of Kansas an annual statement of its financial condition, which indicates that Insurer has capital and surplus or unassigned surplus of not less than $1 million or such other amount as prescribed by SEC rule; and Insurer, together with its registered separate accounts, is supervised and examined periodically by the insurance authority of Kansas. (6) Such Registration Statement and the related Prospectus comply in all material respects with the provisions of SA-33 and ICA-40 and the Regulations, and neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 8(b)(57(b)(6) shall apply to statements or omissions from a Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to Insurer in writing by Underwriter expressly for use in such Registration Statement or Prospectus. (7) The Each Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and the Prospectus for the Separate Account. (8) The form of the Contracts has been approved to the extent required by the Kansas Insurance Commissioner and by the governmental agency responsible for regulating insurance companies in each other state or jurisdiction listed on SCHEDULE 3 as such Schedule is in effect on the pertinent date of each Registration StatementCommissioner. (9) The Contracts have been duly authorized by Insurer and conform to the descriptions thereof in the Registration Statement Statements for the Contracts and the related Prospectus Prospectuses and, when issued as contemplated by such Registration StatementStatements, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. (10) No other consent, approval, authorization or order of any court or governmental authority or agency is required for the issuance or sale of the Contracts, the establishment or operation of the Separate AccountAccounts, or for the consummation of the transactions contemplated by this Agreement, that has not been obtained.