Common use of Separate Accounts Clause in Contracts

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 2010, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (ai) Each Section 15.1(o)(i) of Disclosure Schedule sets forth a list of all Separate Accounts established by the Company including an indication of whether each such Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is(and, if applicable, the Investment Company Act registration file number applicable to such Separate Account) or (ii) associated with a Reinsured Contract that has been offered to a contractholder 1that is or is deemed to constitute the assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or an “individual retirement annuity” within the meaning of Section 4975 of the Code (collectively, “ERISA Separate Accounts”). No later than five (5) Business Days prior to the SAPA Closing Date, the Seller (under and as defined in the Stock and Asset Purchase Agreement) has delivered to the Buyer (under and as defined in the Stock and Asset Purchase Agreement)an updated copy of such list for all Separate Accounts established following the SAPA Execution Date to the fifth (5th) Business Day prior to the SAPA Closing Date and shall have delivered to the Buyer (under and as defined in the Stock and Asset Purchase Agreement) an update, if any, with respect to such disclosure on the schedule on each Business Day between the fifth (5th) Business Day prior to the SAPA Closing Date and the SAPA Closing Date. To the Knowledge of Company, since January 1, 2010 2014, the Company, to the extent either would be regarded as a “disqualified person” or “party in interest” (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) has been, operated not engaged in compliance any violation of any fiduciary duty under ERISA or any nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code with respect to the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, exceptERISA Separate Accounts, in each case, as would not reasonably be expected, that (A) individually or in the aggregate, have had, or would reasonably be expected to have have, a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect material liability to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 2010, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts Company or (B) written notice that either MONY or MLOA has been placed result in any way from application of the definition of “fiduciary” under investigation with respect to Department of Labor Regulation Section 2510.3-21(c), as applicable beginning June 9, 2017. The Company does not have any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or general account that is no longer being pursued by such Governmental Authority following a response by MONY subject to Title I of ERISA or MLOA. (f) Section 3.11(f) 4975 of the Seller Disclosure Letter sets forth a true, complete and correct list Code by reason of all Separate Accountsthe application of Xxxx Xxxxxxx Mutual Life Ins.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (iA) duly and validly established and maintained in compliance in all material respects with Applicable under applicable Law and under the laws of its state of formation and (iiB) is operating and, at all times since January 1, 20102012, has been operated in compliance in all material respects with Applicable applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) under the 1940 Act or is duly registered as an investment company under the 1940 Act, and each such registration is in full force and effect. Except as set forth in Section 3.27(b) of the Investment Company Act. Each Disclosure Schedule, each registered Separate Account that is registered under the Investment Company Act ishas been, and since January 1, 2010 has been2012, and is being operated in all material respects in compliance with the Investment Company 1940 Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable Company Insurance Entity to receive contributions under such Insurance Contractscontracts and policies. Since January 1, 2010, the The relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 2010, each Each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any registered Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable applicable Law, including United States federal and state securities laws and state insurance laws, other than such non-compliance as has not had, and is not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Since January 1, 2010, all All advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority Entity have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, No examinations including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that Entity have been conducted since from January 1, 2010 or are currently being conducted2012 to the date hereof. (e) Since January 1, 20102012, neither Seller nor any of its Affiliates has received (A) any no written or, to the Knowledge knowledge of Sellerthe Company, oral notice or other written orhas been received from, and, to the Knowledge knowledge of Sellerthe Company, oral communication from no investigation, inquiry or review is pending or threatened by, any Governmental Authority regarding Entity which has jurisdiction over such Separate Accounts with respect to any actual or alleged material violation of, or failure on by the part Company of MONY or MLOA to comply with, Applicable any applicable Law in connection with the Separate Accounts which, if proven, individually or (B) written notice that either MONY or MLOA has been placed under investigation with respect in the aggregate, would reasonably be expected to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following have a response by MONY or MLOAMaterial Adverse Effect. (f) Section 3.11(f) The portion of the Seller Disclosure Letter sets forth a true, complete assets of each Separate Account are equal to the Reserves required to be established under applicable Law with respect to such Separate Account and correct list the other contract liabilities of all such Separate AccountsAccount are not chargeable with liabilities arising out of any other business the applicable Company Insurance Entity may conduct or may have conducted.

Separate Accounts. (a) Each Separate Account included in the Business and separate account maintained by MONYthe Company (each, MLOAa “Separate Account” and collectively, or any of their Affiliates the “Separate Accounts”) is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law under the Laws of its state of formation and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either excluded from the definition of an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”) or is duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act isAccount, and if registered, has been since January 1, 2010 has been, 2007 and is being operated in all material respects in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts annuity contracts and life insurance policies under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the Company to receive contributions under such Insurance Contracts. Since contracts and policies. (b) With respect to each Separate Account that is required to be registered with the Securities and Exchange Commission (the “SEC”) as an investment company under the Investment Company Act, (i) such Separate Account has since January 1, 20102007 operated in compliance in all material respects with the Investment Company Act and with applicable regulations, rules, releases and orders of the SEC and (ii) the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1Each prospectus, 2010statement of additional information related thereto, each or private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate AccountAccount (whether or not registered or required to be registered), as of their respective mailing dates or dates of useuse (i) contained no untrue statement of material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) complied in all material respects with Applicable Law, applicable Law including United States federal and state securities laws Laws and state insurance laws. Since January 1Laws, 2010rules of the Financial Industry Regulatory Authority (“FINRA”), the Securities Act and the Investment Company Act; and all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority governmental entity have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, expected to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included Except as, individually or in the Business aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, each separate account created under the federal laws of the U.S. or the laws of a U.S. state and maintained by MONY, MLOA, or any of their Affiliates a Company Insurance Entity (a "Company Separate Account") is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law under the Laws of its jurisdiction of organization and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “an investment company” company pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act of 1940, as amended (the "Investment Company Act. Each Separate Account that "), or is duly registered as an investment company under the Investment Company Act isAct. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each such Company Separate Account, if not registered, is operated and all of its operations are conducted in compliance with all applicable Laws, and since January 1(ii) each such Company Separate Account, 2010 has beenif registered, is operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect. The Effect on the Company, the Company Insurance Contracts under which the Company Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act pursuant to Section 3(a)(2), 3(a)(8) or 4(2) of the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and each such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the appropriate Company Insurance Entity to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingpolicies. (c) Since January 1, 2010, The assets of each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Company Separate Account that were required are subject to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewiththe provisions of Section 817(h) of the Code are adequately diversified within the meaning of Section 817(h) of the Code, except where such the failure to comply has not had or be so treated would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Business Material Adverse EffectEffect on the Company. (d) Except as set forth on Section 3.11(d) Each of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal Company Insurance Entities incorporated or informal inquiries, including periodic regulatory examinations organized under the Laws of the Separate Accounts’ affairs U.S. or any state thereof is treated for U.S. federal tax purposes as the owner of the assets underlying the respective life insurance policies and conditionannuity contracts issued, civil investigative demands and market conduct examinationsentered into or sold by it, by any Governmental Authority that except where the failure to be so treated, individually or in the aggregate, would not reasonably be expected to have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure a Material Adverse Effect on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOACompany. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable applicable Law and (ii) is operating and, at all times since January 1, 20102012 (or, if later, the date of its establishment), has been operated in compliance in all material respects with Applicable applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 2012 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable Symetra Insurance Subsidiary to receive contributions under such Insurance Contracts. Since January 1, 20102012, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 20102012, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable applicable Law, including United States U.S. federal and state securities laws Laws and state insurance lawsInsurance Laws. Since January 1, 20102012, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expectedcomply, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Sellers have made available to Buyer prior to the date of this Agreement a list of all separate accounts maintained by the Insurance Subsidiaries (collectively, the “Separate Accounts”). Except as set forth in Section 3.30 of the Seller Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (a) each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law and under the applicable Laws of the applicable Insurance Subsidiary’s state of domicile; (iib) is operating and, each Separate Account at all times since January 1, 2010, 2012 has been operated in compliance in with all material respects with Applicable Law. applicable Laws; (bc) Each each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is at all times since inception has been excluded from the definition of “an investment company” company pursuant to Section Sections 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Act of 1940, as amended; (d) the portion of the assets of each Separate Account that equal to the reserves and other contract liabilities of such Separate Account is registered under not chargeable with liabilities arising out of any other business the Investment Company Act is, applicable Insurance Subsidiary may conduct or may have conducted; and since January 1, 2010 has been, operated in compliance with (5) the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which any Separate Account Account’s assets are held are duly and validly issued and are either exempt from registration under the Securities Act, pursuant to Section 3(a)(2), 3(a)(8) or 4(a)(2) of the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingRegulation D thereunder. (cb) Since January 1, 2010, each Each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, authored by an Insurance Subsidiary and relating to any Separate Account, as of their respective mailing dates or dates of use, to the Knowledge of the Sellers, (i) complied in all material respects with Applicable Lawapplicable Law and (ii) did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, including United States federal and state securities laws and state insurance lawsin light of the circumstances under which they were made, not misleading. Since January 1, 20102011, all material advertising or marketing materials relating to a each Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (d) . Except as set forth on in Section 3.11(d3.30(b) of the Seller Disclosure Letter, Seller has not received written notice to the Knowledge of any Sellers, no examinations, investigations, inspections and or formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority are being conducted as of the date of this Agreement. No written notice has been received from, and, to the Knowledge of Sellers, no investigation, inquiry or review is pending or threatened by, any Governmental Authority that have been conducted since has jurisdiction over the Separate Accounts with respect to any alleged material violation of any applicable Law in connection with the operation of the business of the Separate Accounts or any failure to have, or any threatened revocation of, any material Permit required in connection with the operation of the business of the Separate Accounts. Since January 1, 2010 2012, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been timely filed. (c) Each Transferred Company or any of its Affiliates, and to the Knowledge of Sellers, any of their respective directors, officers, members, managers, partners, or employees, that has provided investment advisory services (if any) to any Separate Account has done so in compliance in all material respects with such Separate Account’s investment objectives, investment policies and restrictions (as they may be amended from time to time) and other Contract terms and applicable Laws. (d) All issued and outstanding Separate Account shares and other interests have been duly and validly issued, are currently being conductedfully paid and, unless otherwise required by applicable Law, nonassessable, and were not issued in violation of preemptive or similar rights or applicable Law. (e) Since January 1No Separate Account is ineligible pursuant to Rule 506(d) of Regulation D under the Securities Act with respect to an offering of securities in reliance on Rule 506 of Regulation D under the Securities Act, 2010, neither Seller nor is there any of its Affiliates has received (A) any written Proceeding pending or, to the Knowledge of SellerSellers, oral notice or other written or, to the Knowledge of Seller, oral communication from threatened by any Governmental Authority regarding that would result in the ineligibility of any actual or alleged material violation of, or failure on the part such Separate Account to participate in an offering of MONY or MLOA to comply with, Applicable Law in connection with securities of the Separate Accounts or (B) written notice that either MONY or MLOA has been placed in reliance on Rule 506 of Regulation D under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOASecurities Act. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) Except as otherwise would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, each separate account maintained by a Company Insurance Company (a "Company Separate Account") is duly and validly established and maintained in compliance in all material respects with Applicable Law under the laws of its state of formation and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either excluded from the definition of an investment company pursuant to Section 3(c)(11) of the 1940 Act or is duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company 1940 Act. Each Except as otherwise would not, individually or in the aggregate, have a Company Material Adverse Effect, each such Company Separate Account that Account, if registered, is registered under the Investment Company Act is, and since January 1, 2010 has been, operated in compliance with the Investment Company 1940 Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, . Except as otherwise would not reasonably be expectednot, individually or in the aggregate, be reasonably likely to have a Business Company Material Adverse Effect. The , the Company Insurance Contracts under which the Company Separate Account Accounts assets are held are duly and validly issued and are either exempt from registration under the Securities Act pursuant to Section 3(a)(2) of the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the appropriate Company Insurance Company to receive contributions under such Insurance Contractspolicies. Since January 1, 2010, the relevant Such registration statements, at the time that each became become effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1. Each prospectus, 2010statement of additional information, each or private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Accountregistered separate account and all supplemental advertising material relating to any registered separate account since January 1, 1995, as of their respective mailing dates or dates of useuse (A) contained no untrue statement of material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (B) complied in all material respects with Applicable Lawapplicable law including but not limited to, including United States federal and state securities laws and state insurance laws. Since January 1, 2010state securities laws, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewithrules of the NASD, the Securities Act and the 1940 Act, except where for such failure to comply has not had or would not reasonably be expectedinstances of non-compliance which are not, individually or in the aggregate, reasonably likely to have a Business Company Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law applicable Laws and (ii) is operating and, at all times since January 1the Applicable Date (or, 2010if later, the date of its establishment), has been operated in compliance in all material respects with Applicable Lawapplicable Laws. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 the Applicable Date has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Business Company Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable Insurance Subsidiary to receive contributions under such Insurance Contracts. Since January 1, 2010the Applicable Date, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 2010the Applicable Date, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Lawapplicable Laws, including United States U.S. federal and state securities laws Laws and state insurance lawsInsurance Laws. Since January 1, 2010the Applicable Date, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority Entity have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expectedcomply, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Business Company Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable applicable Law and (ii) is operating and, at all times since January 1, 20102011 (or, if later, the date of its establishment), has been operated in compliance in all material respects with Applicable applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 2011 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable Protective Insurance Subsidiary to receive contributions under such Insurance Contracts. Since January 1, 20102011, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 20102011, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable applicable Law, including United States U.S. federal and state securities laws Laws and state insurance lawsInsurance Laws. Since January 1, 20102011, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expectedcomply, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable applicable Law and (ii) is operating and, at all times since January 1, 20102011 (or, if later, the date of its establishment), has been operated in compliance in all material respects with Applicable applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “"investment company” " pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 2011 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable Protective Insurance Subsidiary to receive contributions under such Insurance Contracts. Since January 1, 20102011, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 20102011, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable applicable Law, including United States U.S. federal and state securities laws Laws and state insurance lawsInsurance Laws. Since January 1, 20102011, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expectedcomply, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included Except as, individually or in the Business aggregate, has not had and would not reasonably be excepted to have a Material Adverse Effect, each separate account maintained by MONYa Company Insurance Subsidiary that is utilized in connection with their respective Insurance Contracts (such separate account, MLOA, or any of their Affiliates a “Separate Account”) is (i) duly and validly established and maintained in compliance in all material respects with Applicable applicable Law and (ii) is operating and, at all times since January 1, 20102018 (or, if later, the date of its establishment), has been operated in compliance in all material respects with Applicable applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 2018 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the applicable the Company Insurance Subsidiary to receive contributions under such Insurance Contracts. Since January 1, 20102018, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 20102018, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable applicable Law, including United States U.S. federal and state securities laws Laws and state insurance lawsLaws. Since January 1, 20102018, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA the Financial Industry Regulatory Authority, Inc. or any other Governmental Authority Entity have been or will shall be timely filed therewith, except where such failure to comply has not had or would not reasonably be expectedcomply, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Section 3.25(a) of the Seller Disclosure Schedule sets forth a true and complete listing of all Separate Accounts. Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with under Applicable Law and under the laws of its state of formation and (ii) is operating and, at all times since January 1December 31, 20102017, has been operated in compliance in all material respects with Applicable Law. Law (b) Each Separate Account is either duly registered as an investment company under including the Investment Company Act, and such registration is in full force and effect, or is excluded conditions of any applicable exemptions from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) provisions of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief), except, in each case, as would not reasonably be expectedexpected to have, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (cb) Since January 1December 31, 20102017, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any registered Separate AccountAccount (other than those relating to any business sold or ceded to a third party), as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where than such failure to comply non-compliance as has not had or and would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. Each Separate Account has been granted all exemptive relief necessary to conduct its operations as currently conducted, and has been, since December 31, 2017, and is in compliance in all material respects with all conditions to any such relief. Since December 31, 2017, all advertising or marketing materials relating to a Separate Account (other than those relating to any business sold or ceded to a third party) that were required to be filed with the Financial Industry Regulatory Authority or any other Governmental Entity have been timely filed therewith, except where such failure to comply has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (dc) Except as set forth on in Section 3.11(d3.25(c) of the Seller Disclosure LetterSchedule, no Seller Party nor any of their Affiliates has not received written notice of any examinations, investigations, reviews, inspections and or formal or informal inquiriesinquiries of the Separate Accounts, including periodic regulatory examinations of the such Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority Entity that have been conducted since January 1conducted, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written pending or, to the Knowledge of Sellerthe Seller Parties, oral notice or threatened in writing, since December 31, 2017 through the date hereof. (d) (i) Each Separate Account currently is and has been since December 31, 2017 in compliance with its investment objectives, investment policies and restrictions (as they may be amended from time to time) and other written or, to contract terms; (ii) the Knowledge value of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part net assets of MONY or MLOA to each such Separate Account has been determined and is being determined using portfolio valuation methods that comply with, Applicable Law in connection with the Separate Accounts methods described in its offering or plan documents; and (Biii) written notice any Seller Party or Affiliate of a Seller Party that either MONY or MLOA has been placed under investigation with respect provided investment advisory services to any material violation of any Applicable Law such Separate Account has done so in connection compliance with the such Separate AccountsAccount’s investment objectives, investment policies and restrictions (as they may be amended from time to time) and other contract terms, except, in each case, any such item that has been cured as would not reasonably be expected, individually or otherwise resolved in the aggregate, to be material to the satisfaction Companies. (e) Each Separate Account either (i) is registered as a unit investment trust under the Investment Company Act (each, a “Registered Separate Account”), (ii) is not an investment company within the meaning of the Investment Company Act, or (iii) is not registered as an investment company in reasonable reliance upon the exclusion from the definition of an investment company in Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. The registration of each such Governmental Authority or that Separate Account registered under the Investment Company Act is no longer being pursued by such Governmental Authority following a response by MONY or MLOAin full force and effect. (f) Section 3.11(f) Each Registered Separate Account has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the Seller Disclosure Letter sets forth a trueUnited States Federal Securities Laws, complete as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. Since December 31, 2017, there have been no Material Compliance Matters (as such term is defined in Rule 38a-1 under the Investment Company Act) that are materially adverse to any Registered Separate Account, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those which have been reported as required by Rule 38a-1(a)(4)(iii)(B), if any, and correct list satisfactorily remedied or are in the process of all Separate Accountsbeing remedied and those that would not reasonably be expected, individually or in the aggregate, to be material to the Companies.

Separate Accounts. (a) Each Separate Account included Except as set forth in the Business and maintained by MONY, MLOA, or any of their Affiliates is Schedule 3.09: (i) each of such Sellers’ Separate Accounts is duly and validly established and maintained in compliance in all material respects with Applicable Law and under the laws of its state of domicile; (ii) the portion of the assets of each such Separate Account equal to the reserves and other contract liabilities of such Separate Account is operating not chargeable with liabilities arising out of any other business such Seller may conduct as provided in Conn. Statute 38a-433; (iii) each such Separate Account is and, at all times since January 1, 20102008, has been operated and maintained in compliance with all Applicable Law in all material respects with Applicable Law. respects; (biv) Each each such Separate Account is at all times during its existence has been either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” company pursuant to Section sections 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act of 1940, as amended (the “Investment Company Act. Each Separate Account that is ”) or duly registered with the Securities and Exchange Commission (the “SEC”) as an investment company under the Investment Company Act is(any separate account required to be so registered, a “Registered Separate Account”), and each such registration is in full force and effect; (v) the Registered Separate Accounts set forth in Schedule 3.09 are all of the Registered Separate Accounts of the Business; (vi) each Registered Separate Account has been operated since January 1, 2010 has been, operated 2008 and is currently operating in compliance in all material respects with the Investment Company ActAct and with applicable regulations, rules, releases and orders of the SEC, has filed all reports and amendments of its registration statement required to be filed, filed under Applicable Law and has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, for the Business; (vii) interests in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Registered Separate Account assets or the life insurance or annuity contracts through which such interests are held are duly and validly issued and are either exempt from registration under the Securities Act or were have been sold pursuant to an effective registration statement filed under the Securities Act, and such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement Act of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1, 2010, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material1933, as amended or supplemented, relating to (the “Securities Act”) and any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and other applicable state securities laws and state insurance laws. Since January 1, 2010, ; (viii) all advertising or and marketing materials relating related to a each Separate Account that were required to be filed with FINRA by such Seller or its Affiliates or, to the Knowledge of such Seller, by any other Producer, with any Governmental Authority Entity have been or will be timely filed therewith, except where therewith and any changes recommended by a Governmental Entity related to such failure advertising and marketing material were responded to comply has not had or would not reasonably be expected, individually or in appropriately and resolved to the aggregate, to have a Business Material Adverse Effect. satisfaction of such Governmental Entity; (dix) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any no examinations, investigations, inspections and or formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, examinations by any Governmental Authority that Entity have been conducted since January 1, 2010 2008 or are currently being conducted. ; and (ex) Since since January 1, 20102008, neither Seller nor any of its Affiliates no written notice has been received (A) any written from and no Action is pending or, to the Knowledge of SellerSellers, oral notice or other written or, to the Knowledge of Seller, oral communication from threatened by any Governmental Authority regarding Entity which has jurisdiction over any actual or Separate Account (A) with respect to any alleged material violation by Sellers or their respective Affiliates (in each case to the extent relating to the Business) of any Applicable Law or (B) with respect to any alleged failure to have, or any threatened revocation of, or failure on the part of MONY or MLOA to comply with, Applicable Law any material Permits required in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation operation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOAAccount. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (aSection 14.1(j) of the Disclosure Schedule sets forth a list of all Separate Accounts established by the Company in connection with the Separate Account Contracts. Each Separate Account included in the Business and maintained by MONYis, MLOAand, or any of their Affiliates is has been (i) duly and validly established and maintained in compliance in all material respects with under Applicable Law and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each , the terms of Reinsured Contracts applicable to it, and the disclosure documents related to such Reinsured Contracts. The portion of the assets of the Separate Account equal to the reserve and other contract liabilities of such Separate Account is either not chargeable with liabilities arising out of any other business the Company may conduct or may have conducted in each case from its general account. The Separate Account is duly registered with the Securities and Exchange Commission as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 has been, operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Reinsured Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and such registration statement that is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the Company to receive contributions under such Insurance Contractscontracts. Since January 1Each prospectus, 2010statement of additional information or other disclosure document, as amended or supplemented, that was issued or sent to any holder of the relevant Reinsured Contracts as of their respective mailing dates or dates of use in each case related to the Separate Account, or registration statementsstatement, at as amended or supplemented, related to the time that each became effective, contained Separate Account (x) contains no untrue statement of a material fact, fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading. , and (cy) Since January 1, 2010, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied complies in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any No examinations, investigations, inspections and or formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and conditionexaminations, civil investigative demands and or market conduct examinationsexemptions, in each case that are targeted to the Separate Account’s affairs and condition are currently being conducted by any Governmental Authority that Authority, or have been conducted since January 1, 2010 or are currently being conducted2019. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in relating to the Company Business and maintained by MONY, MLOA, or any of their Affiliates is either (i) duly and validly established and maintained in compliance in all material respects with under Applicable Law and under the laws of its state of formation and (ii) is operating and, at all times since January 1December 31, 20102017, has been operated in compliance in all material respects with Applicable LawLaw (including the conditions of any applicable exemptions from provisions of the 1940 Act), except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Each Separate Account relating to the Company Business is either duly registered (i) not an “investment company” as an investment company defined under the Investment Company Act, and such registration is in full force and effect, 1940 Act or is (ii) excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company 1940 Act or is duly registered as an investment company under the 1940 Act, and such registration is in full force and effect. Each Except as set forth in Section 3.29(b) of the Seller Disclosure Schedule, each registered Separate Account that is registered under relating to the Investment Company Act is, and since January 1, 2010 Business has been, since December 31, 2017, and is being operated in all material respects in compliance with the Investment Company 1940 Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the Company to receive contributions under such Insurance Contractscontracts and policies. Since January 1, 2010, the The relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Since January 1December 31, 20102017, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any registered Separate AccountAccount (other than those relating to any business sold or ceded to a third party), as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewith, except where than such failure to comply non-compliance as has not had or and would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. Since December 31, 2017, all advertising or marketing materials relating to a Separate Account (other than those relating to any business sold or ceded to a third party) that were required to be filed with the Financial Industry Regulatory Authority or any other Governmental Entity have been timely filed therewith, except where such failure to comply has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (d) Except as set forth on Section 3.11(d) To the Knowledge of the Seller Disclosure LetterSellers, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, no examinations including periodic regulatory examinations of the Separate Accounts’ relating to the Company Business affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that Entity have been conducted since January 1December 31, 2010 or are currently being conducted2017. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and maintained by MONY, MLOA, or any of their Affiliates is (i) Except as otherwise is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, each separate account maintained by a Retained Insurance Company (collectively, the "Company Separate Accounts") is duly and validly established and maintained in compliance in all material respects with Applicable Law and (ii) is operating under the laws of its jurisdiction of formation and, at all times since January 1to the extent subject to the 1940 Act, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “an investment company” company pursuant to Section Sections 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company 1940 Act or is duly registered as an investment company under the 1940 Act. Each Except as otherwise is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, each such Company Separate Account that is Account, if registered under the Investment Company Act is1940 Act, and since January 1, 2010 has been, is operated in compliance with the Investment Company 1940 Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, . Except as would not reasonably be expectedotherwise is not, individually -33- 42 or in the aggregate, reasonably likely to have a Business Company Material Adverse Effect. The , the Retained Insurance Contracts under which the Company Separate Account Accounts assets are held are duly and validly issued and are binding obligations of the issuing Retained Insurance Company and are either exempt from registration under the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the appropriate Retained Insurance Company to receive contributions under such Retained Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (cii) Since January 1, 2010, The assets of each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Company Separate Account that were are subject to the Code are adequately diversified within the meaning of, and to the extent required by, Section 817(h) of the Code. (iii) Each of the Retained Insurance Companies that is subject to be filed with FINRA the Code is treated for federal Tax purposes as the owner of the assets underlying the respective life insurance policies and annuity contracts issued, entered into or sold by it. (iv) Each account through which the Company or any other Governmental Authority of its Subsidiaries provides services to any client (an "Account Client") that is (A) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (B) a person acting on behalf of such a plan; or (C) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client"), in each case have been or will be timely filed therewithmanaged by the Company and its Subsidiaries such that each of the Company and its Subsidiaries in the exercise of such management is in compliance in all respects with the applicable requirements of ERISA, except where such to the extent the failure to comply has not had or would not reasonably be expectedis not, individually or in the aggregate, reasonably likely to have a Business Company Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included Except as, individually or in the Business aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, each separate account created under the federal laws of the U.S. or the laws of a U.S. state and maintained by MONY, MLOA, or any of their Affiliates a Parent Insurance Entity (a "Parent Separate Account") is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law under the Laws of its jurisdiction of organization and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “an investment company” company pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each Separate Account that , or is duly registered as an investment company under the Investment Company Act isAct. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (i) each such Parent Separate Account, if not registered, is operated and all of its operations are conducted in compliance with all applicable Laws, and since January 1(ii) each such Parent Separate Account, 2010 has beenif registered, is operated in compliance with the Investment Company Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, as would not reasonably be expected. (b) Except as, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect. The Effect on Parent, the Parent Insurance Contracts under which the Parent Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act pursuant to Section 3(a)(2), 3(a)(8) or Section 4(2) of the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and each such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the appropriate Parent Insurance Entity to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statements, at the time that each became effective, contained no untrue statement of a material fact, and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingpolicies. (c) Since January 1, 2010, The assets of each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010, all advertising or marketing materials relating to a Parent Separate Account that were required are subject to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewiththe provisions of Section 817(h) of the Code are adequately diversified within the meaning of Section 817(h) of the Code, except where such the failure to comply has not had or be so treated would not reasonably be expectednot, individually or in the aggregate, be reasonably expected to have a Business Material Adverse EffectEffect on Parent. (d) Except as set forth on Section 3.11(d) Each of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal Parent Insurance Entities incorporated or informal inquiries, including periodic regulatory examinations organized under the Laws of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by U.S. or any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to state thereof is treated for U.S. federal tax purposes as the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOA. (f) Section 3.11(f) owner of the Seller Disclosure Letter sets forth assets underlying the respective life insurance policies and annuity contracts issued, entered into or sold by it, except where the failure to be so treated, individually or in the aggregate, would not reasonably be expected to have a true, complete and correct list of all Separate AccountsMaterial Adverse Effect on Parent.

Separate Accounts. (a) Section 3.12(a) of the Seller Disclosure Letter sets forth a true and complete list of all Separate Accounts maintained by the Transferred Insurance Companies (collectively, the “Separate Accounts”). (i) Each Separate Account included in the Business is, and maintained by MONY, MLOA, or any of their Affiliates is (i) duly and validly established and maintained in compliance in all material respects with Applicable Law and (ii) is operating and, at all times since its inception, has been, duly organized, and validly existing and in good standing under the Applicable Laws of the jurisdiction of its organization and currently has and has had since January 1, 2010, has been operated the requisite power, right and authority to carry on its business as it is now (or was then) being conducted, except where such lack of such power, right or authority would not, individually or in compliance in all the aggregate, reasonably be expected to be material respects to such Separate Account and (ii) the portion of the assets of each Separate Account equal to the reserves and other contract liabilities of such Separate Account is not chargeable with Applicable Lawliabilities arising out of any other business the Transferred Insurance Companies may conduct or may have conducted. (b) (i) Each Separate Account that is either duly not registered with the SEC as an “investment company under company” (as such term is defined in the Investment Company Act, and such registration ) is not required to be registered in full force and effect, or is excluded from the definition of “investment company” pursuant to Section reliance on Sections 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. Each ; (ii) each Separate Account that is required to be registered with the SEC as a unit investment trust, management investment company or otherwise under the Investment Company Act isis so registered and each such registration is in full force and effect (any accounts so registered, a “Registered Separate Account”); (iii) each Registered Separate Account has been operated and since January 1, 2010 has been, operated is presently operating in compliance in all material respects with the Investment Company ActAct and with applicable regulations, has filed rules, releases and orders of the SEC and all reports and amendments of its registration statement statements have been filed and/or amended to the extent required to be filed, has been granted all exemptive relief necessary to conduct its operations as currently conducted, and is in compliance with all conditions to any such relief, except, by Applicable Laws; (iv) interests in each case, as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect. The Insurance Contracts under which Registered Separate Account assets or the variable contracts through which such interests are held are duly and validly issued and are either exempt from registration under the Securities Act or were have been sold pursuant to an effective registration statement filed under the Securities Act, Act and such any applicable state securities laws ; (v) no registration statement is currently in effect pertaining to the extent necessary to allow MONY or MLOA (as applicable) to receive contributions under such Insurance Contracts. Since January 1, 2010, the relevant registration statementsany Registered Separate Account, at the time that each such registration statement became effective, contained no any untrue statement of a material factfact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; (vi) each prospectus or statement of additional information, and each amendment or supplement thereto, relating to any Registered Separate Account and all supplemental advertising material, sales brochures and sales literature relating to any Registered Separate Account, as of their respective mailing dates or dates of use, (A) complied in all material respects with Applicable Law and (B) did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and (vii) since January 1, 2010, all material advertising or marketing materials relating to each Separate Account that were required to be filed with any Governmental Authority have been timely filed therewith. (c) Since January 1, 2010, each Each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended and each amendment or supplementedsupplement thereto, relating to any Separate Account (other than a Registered Separate Account), as of their respective mailing dates or dates of use, (i) complied in all material respects with Applicable Law and (ii) did not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each Transferred Insurance Company has obtained all exemptive relief necessary or appropriate for the operation of the Separate Accounts that are registered under the Securities Act or the Investment Company Act as contemplated by and described in the applicable registration statement filed with the SEC. Any exemptive orders upon which the Separate Accounts operate or rely are in full force and effect and the Separate Accounts have complied and are in compliance with the terms of and conditions of such orders. The representation as to the reasonableness of the fees charged under the Company Insurance Policies contained in each such registration statement is supported in all material respects by documented analysis of the reasonableness. (i) Each Separate Account currently is and has been since its inception in compliance in all material respects with its investment objectives, investment policies and restrictions (as they may be amended from time to time) and other Contract terms and Applicable Laws, if any; (ii) the value of the net assets of each Separate Account has been determined and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its offering or plan documents and the requirements of any Applicable Laws; and (iii) each Transferred Insurance Company or any of its Affiliates, and to the Knowledge of Sellers, any of their respective directors, officers, members, managers, partners, or employees, that has provided investment advisory services to any Separate Account has done so in compliance in all material respects with such Separate Account’s investment objectives, investment policies and restrictions (as they may be amended from time to time) and other Contract terms and Applicable Laws. (f) All issued and outstanding Separate Account shares and other interests have been duly and validly issued, are fully paid and, unless otherwise required by Applicable Law, including nonassessable, and were not issued in violation of preemptive or similar rights or Applicable Law. All outstanding Separate Account (other than a Registered Separate Account) shares and other interests that were required to be registered under the Securities Act have been sold pursuant to an effective registration statement filed thereunder and are qualified in all material respects for sale, or an exemption therefrom is in full force and effect, in each state and territory of the United States federal and state securities laws in any non-United States jurisdiction to the extent such qualification or exemption is required under Applicable Law. (g) Each Registered Separate Account has written policies and state insurance lawsprocedures adopted pursuant to Rule 38a-1 of the Investment Company Act that are reasonably designed to prevent material violations of the United States Federal Securities Laws, as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. Since January 1, 2010, all advertising or marketing materials relating there have been no material compliance matters for any Registered Separate Account, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those which have been reported to a the applicable Separate Account that were required to be filed with FINRA board, if any, and satisfactorily remedied or any other Governmental Authority have been or will be timely filed therewith, except where such failure to comply has not had or would not reasonably be expected, individually or are in the aggregate, to have a Business Material Adverse Effectprocess of being remedied. (dh) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller Each Transferred Insurance Company has not received adopted written notice of any examinations, investigations, inspections anti-money laundering programs and formal or informal inquiries, including periodic regulatory examinations of the written customer identification programs applicable to its Separate Accounts’ affairs Accounts that comply with Applicable Law and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates each Transferred Insurance Company has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure on the part of MONY or MLOA to comply with, Applicable Law in connection complied with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction terms of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOAprograms in all material respects. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.

Separate Accounts. (a) Each Separate Account included in the Business and separate account maintained by MONY----------------- a Company Insurance Subsidiary (collectively, MLOA, or any of their Affiliates the "Separate Accounts") is (i) duly ----------------- and validly established and maintained in compliance in all material respects with Applicable Law under the laws of its state of formation and (ii) is operating and, at all times since January 1, 2010, has been operated in compliance in all material respects with Applicable Law. (b) Each Separate Account is either excluded from the definition of an investment company pursuant to Section 3(c)(11) of the 1940 Act or is duly registered as an investment company under the Investment Company Act, and such registration is in full force and effect, or is excluded from the definition of “investment company” pursuant to Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company 1940 Act. Each If registered, each such Separate Account that is registered under the Investment Company Act is, and since January 1, 2010 has been, operated in compliance with the Investment Company 1940 Act, has filed all reports and amendments of its registration statement required to be filed, and has been granted all exemptive relief necessary to conduct for its operations as currently presently conducted, and is in compliance with all conditions to any such relief, except, in each case, except as would not otherwise reasonably be expected, individually or in the aggregate, expected to have a Business Material Adverse EffectEffect on the Company. The Insurance Contracts under which Separate Account assets are held are duly and validly issued and are either exempt from registration under the Securities Act pursuant to Section 3(a)(2) of the Securities Act or were sold pursuant to an effective registration statement under the Securities Act, and any such registration statement is currently in effect to the extent necessary to allow MONY or MLOA (as applicable) the appropriate Company Insurance Subsidiary to receive contributions under such Insurance Contracts. Since policies. (b) To the Knowledge of the Company, each registration statement, prospectus, statement of additional information, or private placement memorandum, as amended or supplemented, relating to any registered separate account and all supplemental advertising material relating to any registered separate account since January 1, 20101997, (i) as of their respective mailing dates - or dates of use (or in the relevant case of a registration statementsstatement, at the time that each such registration statement became effective), contained no untrue statement of a material fact, fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. misleading at the time that each become effective, and (cii) Since January 1complied with applicable law -- including, 2010but not limited to, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects with Applicable Law, including United States federal and state securities laws and state insurance laws. Since January 1, 2010state securities laws, all advertising or marketing materials relating to a Separate Account that were required to be filed with FINRA or any other Governmental Authority have been or will be timely filed therewithrules of the NASD, the Securities Act and the 1940 Act, except where for such failure to comply has not had or would not reasonably be expectedinstances of noncompliance which are not, individually or in the aggregate, reasonably likely to have a Business Material Adverse Effect. (d) Except as set forth on Section 3.11(d) of the Seller Disclosure Letter, Seller has not received written notice of any examinations, investigations, inspections and formal or informal inquiries, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted since January 1, 2010 or are currently being conducted. (e) Since January 1, 2010, neither Seller nor any of its Affiliates has received (A) any written or, to the Knowledge of Seller, oral notice or other written or, to the Knowledge of Seller, oral communication from any Governmental Authority regarding any actual or alleged material violation of, or failure Effect on the part of MONY or MLOA to comply with, Applicable Law in connection with the Separate Accounts or (B) written notice that either MONY or MLOA has been placed under investigation with respect to any material violation of any Applicable Law in connection with the Separate Accounts, except, in each case, any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority or that is no longer being pursued by such Governmental Authority following a response by MONY or MLOACompany. (f) Section 3.11(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Separate Accounts.