Common use of Principal Underwriter Clause in Contracts

Principal Underwriter. Insurer, on its behalf and on behalf of the Separate Account, authorizes Underwriter, on an exclusive basis, and Underwriter accepts such authority, to be the distributor and principal underwriter of the Contracts in the State of New York. Underwriter will use all reasonable efforts to distribute the Contracts, consistent with its other business, market and regulatory conditions, and any other restrictions that may become applicable to its activities. As exclusive distributor and principal underwriter, Underwriter shall have sole authority to solicit Applications and Premiums directly from customers and prospective customers located in the State of New York. Underwriter reserves the right to authorize third parties as Distributors to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may in its sole discretion so provide or limit, but in all such cases, subject to such general terms and conditions regarding arrangements with Distributors as the parties hereto may subsequently agree upon in writing, provided that Insurer reserves the right, which shall not be exercised unreasonably, to require that Underwriter not enter into a sales agreement with a proposed Distributor. Insurer shall appoint in the State of New York such Distributors or Distributor Representatives, provided that Insurer reserves the right, which right shall not be exercised unreasonably, to refuse to appoint as agent any Distributor or Distributor Representative, if any, or, once appointed, to terminate the same at any time with or without cause. Underwriter shall be an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Underwriter is not hereby obligated to register or maintain its registration as a broker or dealer under the State securities laws of New York if, in the discretion of Underwriter, such registration is not practical, necessary for its duties under this Agreement, or feasible, nor does it restrict Underwriter from entering into distribution arrangements with other issuers or investment companies, except as otherwise agreed to in writing by the parties.

Principal Underwriter. InsurerING USA hereby appoints DSI and DSI accepts such appointment, on its behalf during the term of this Agreement, subject to any registration requirements of The Securities Act of 1933 ("1933 Act"), The Investment Company Act of 1940 ("1940 Act"), and on behalf the provisions of the Separate Account, authorizes Underwriter, on an exclusive basis, and Underwriter accepts such authority1934 Act, to be the a distributor and principal underwriter of the Annuity Contracts issued through the Account. DSI shall offer the Annuity Contracts for sale and distribution at premium rates to be set by ING USA and GFG. Annuity Contracts may be sold only by persons who are duly licensed annuity agents appointed by ING USA and NASD registered representatives as set forth in Section 3 below. ING USA hereby appoints DSI as its agent for the sale of Annuity Contracts in the State of New Yorksuch jurisdictions as ING USA is properly licensed to sell Annuity Contracts. Underwriter will use all reasonable efforts <Page> 3. SALES AGREEMENTS. DSI is hereby authorized to distribute the Contractsenter into separate written agreements, consistent with its other business("Sales Agreements"), market and regulatory conditions, and any other restrictions that may become applicable to its activities. As exclusive distributor and principal underwriter, Underwriter shall have sole authority to solicit Applications and Premiums directly from customers and prospective customers located in the State of New York. Underwriter reserves the right to authorize third parties as Distributors to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may in its sole discretion so provide or limit, but in all on such cases, subject to such general terms and conditions regarding arrangements as DSI may determine not to be inconsistent with Distributors as the parties hereto may subsequently this Agreement, with broker/dealers which agree upon in writing, provided that Insurer reserves the right, which shall not be exercised unreasonably, to require that Underwriter not enter into a sales agreement with a proposed Distributor. Insurer shall appoint participate in the State distribution of New York and to use their best efforts to solicit applications for Annuity Contracts. Such broker/dealers and their agents or representatives soliciting applications for Annuity Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of Annuity Contracts under the insurance laws and any applicable securities laws of each state or other jurisdiction in which the Annuity Contracts may be lawfully sold and in which ING USA is licensed to sell Annuity Contracts. Each such Distributors broker/dealer shall be both registered as a broker-dealer under the 1934 Act and a member of the NASD, or Distributor Representativesif not so registered or not such a member, provided that Insurer reserves then the rightagents and representatives of such organization soliciting applications for Annuity Contracts shall be agents and registered representatives of a registered broker/dealer and NASD member which is the parent or other affiliate of such organization and which maintains full responsibility for the training, which right supervision, and control of the agents and representatives selling Annuity Contracts. DSI shall not have the responsibility for the supervision of all such broker/dealers to the extent required by law and shall assume any legal responsibilities of ING USA for the acts, commissions or defalcations of any such broker/dealers. Applications materials for Annuity Contracts solicited by such broker/dealers through their agents or representatives shall be exercised unreasonably, forwarded to refuse DSI. All payments for Annuity Contracts shall be remitted promptly by such broker/dealers directly to appoint as agent any Distributor or Distributor Representative, if any, or, once appointed, to terminate the same ING USA. If held at any time with by DSI or without cause. Underwriter a broker-dealer, such payments shall be an independent contractor held in a fiduciary capacity as agent for ING USA and neither Underwritershall be remitted promptly to ING USA. All such payments, nor any of its officerswhether by check, directors, employeesmoney order, or agents is or wire order, shall be an employee the property of Insurer ING USA. Anything in this Distribution Agreement to the performance contrary notwithstanding, ING USA shall retain the rights to control the sale of Underwriter's duties hereunderAnnuity Contracts and to appoint and discharge annuity agents for the sale of Annuity Contracts. Underwriter is not hereby obligated DSI shall be held to register or maintain its registration as a broker or dealer under the State securities laws exercise of New York if, reasonable care in carrying out the discretion provisions of Underwriter, such registration is not practical, necessary for its duties under this Distribution Agreement, or feasible, nor does it restrict Underwriter from entering into distribution arrangements with other issuers or investment companies, except as otherwise agreed to in writing by the parties.

Principal Underwriter. Insurer, on its behalf and on behalf of the Separate Account, authorizes Underwriter, on an exclusive basis, and Underwriter accepts such authority, to be the distributor and principal underwriter of the Contracts in the State of New YorkContracts. Underwriter will use all reasonable efforts (but only in states in which it may lawfully do so) to distribute the Contracts, consistent with its other business, market and regulatory conditions, and any other restrictions that may become applicable to its activities. As exclusive distributor and principal underwriter, Underwriter shall have sole authority to solicit Applications and Premiums directly from customers and prospective customers located in the State of New Yorkjurisdictions listed on SCHEDULE 3. Underwriter reserves the right to authorize third parties as Distributors to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may in its sole discretion so provide or limit, but in all such cases, subject to such general terms and conditions regarding arrangements with Distributors as the parties hereto may subsequently agree upon in writing, provided that Insurer reserves the right, which shall not be exercised unreasonably, to require that Underwriter not enter into a sales agreement with a proposed Distributor. Insurer shall appoint in the State of New York appropriate states or jurisdictions such Distributors or Distributor Representatives, provided that Insurer reserves the right, which right shall not be exercised unreasonably, to refuse to appoint as agent any Distributor or Distributor Representative, if any, or, once appointed, to terminate the same at any time with or without cause. Underwriter shall be an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Underwriter is not hereby obligated to register or maintain its registration as a broker or dealer under the State state securities laws of New York any jurisdiction if, in the discretion of Underwriter, such registration is not practical, necessary for its duties under this Agreement, or feasible, nor does it restrict Underwriter from entering into distribution arrangements with other issuers or investment companies, except as otherwise agreed to in writing by the parties.

Principal Underwriter. Insurer, on its behalf (a) MONY hereby retains ADL as the distributor and on behalf principal underwriter of the Separate Account, authorizes Underwriter, on an exclusive basis, variable In-Force Policies and Underwriter accepts such authority, Contracts from and after the date hereof until the Interim Period End Date (as defined below). ADL's services as the distributor and principal underwriter of the variable In-Force Policies and Contracts are in addition to and separate from the services to be provided by ADL pursuant to Article I above. (b) MONY acknowledges and confirms that ADL is agreeing to serve as distributor and principal underwriter of the variable In-Force Policies and Contracts until the Interim Period End Date.MONY will cause IDI to obtain all necessary and appropriate power and authority to serve as the distributor and principal underwriter of the variable In-Force Policies and Contracts as quickly as reasonably possible. If (i) at any time MONY has reason to believe that IDI will not be able to obtain the power and authority required to be the distributor and principal underwriter of the variable In-Force Policies and Contracts in a timely manner or (ii) IDI has failed to obtain such power and authority on or before January 1, 2014 for any reason whatsoever, MONY will promptly retain another broker-dealer (with the State of New York. Underwriter will use all reasonable efforts to distribute the Contracts, consistent with its other business, market and regulatory conditions, and any other restrictions that may become applicable to its activities. As exclusive distributor and principal underwriter, Underwriter shall have sole authority to solicit Applications and Premiums directly from customers and prospective customers located in the State of New York. Underwriter reserves the right to authorize third parties as Distributors to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may in its sole discretion so provide or limit, but in all such cases, subject to such general terms and conditions regarding arrangements with Distributors as the parties hereto may subsequently agree upon in writing, provided that Insurer reserves the rightServicer's prior written consent, which shall not be exercised unreasonablyunreasonably withheld or delayed) to serve as the distributor and principal underwriter of the variable In-Force Policies and Contracts. (c) As soon as (i) IDI has the power and authority to serve as the distributor and principal underwriter of the variable In-Force Policies and Contracts or (ii) MONY has retained another broker-dealer to be distributor and principal underwriter in IDI's place, MONY shall give written notice (the "Replacement Notice") to require ADL stating that Underwriter not enter into a sales agreement IDI or the other broker-dealer, as the case may be, has all necessary and appropriate power and authority to serve as the distributor and principal underwriter of the variable In-Force Policies and Contracts, has been retained by MONY as the distributor and principal underwriter of the variable In-Force Policies and Contracts as of the effective date specified therein (the "Replacement Date") and has assumed all the obligations of the distributor and principal underwriter under this Agreement from and after such date. If MONY has retained another broker-dealer to serve as distributor and principal underwriter in place of IDI, MONY shall cause IDI and the other broker-dealer to execute and deliver an assignment and assumption of IDI's rights and obligations under this Agreement in accordance with a proposed Distributor. Insurer shall appoint in Section 9.2 below and deliver original executed counterparts of such assignment and assumption to ADL with the State of New York such Distributors or Distributor RepresentativesReplacement Notice, provided that Insurer reserves the right, which right and ADL shall not unreasonably withhold or delay its consent to such assignment and assumption. (d) ADL shall cease to serve as the distributor and principal underwriter of the variable In-Force Policies and Contracts from and after the first to occur of the Replacement Date or the date of termination of that certain Interim Principal Underwriter Agreement for In-Force MONY Products Being Serviced by AXA Advisors, LLC, dated as of the date hereof, by and between MONY and ADL (the "Interim Period End Date") and shall thereafter have no further rights or obligations hereunder as the distributor and principal underwriter on account of any period during the term hereof from and after the Replacement Date. The foregoing notwithstanding, nothing contained herein shall effect or limit the rights or obligations of the parties hereto with respect to ADL's services as the distributor and principal underwriter of the variable In-Force Policies under this Agreement arising and/or accruing prior to the Replacement Date. (e) The giving of the Replacement Notice shall constitute the warranty and representation of MONY that IDI or its assignee, as the case may be, is a broker-dealer registered with the United States Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (the "1934 Act") and is a member in good standing of the Financial Industry Regulatory Authority ("FINRA"). IDI or its assignee, as the case may be, will, from and after the Replacement Date and at all times thereafter during the term hereof, be exercised unreasonably, to refuse to appoint as agent any Distributor or Distributor Representative, if any, or, once appointed, to terminate the same at any time with or without cause. Underwriter shall be an independent contractor and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Underwriter is not hereby obligated to register or maintain its registration duly registered as a broker or broker-dealer under the State securities laws 1934 Act and in each state or other jurisdiction in which it is required to be so registered to perform its functions and fulfill its obligations hereunder, and be a member in good standing of New York if, FINRA. (f) As used in the discretion of Underwriter, such registration is not practical, necessary for its duties under this Agreement, the term "MONY Parties" shall mean (i) MONY as to all In-Force Policies and Contracts which are not variable In-Force Policies and Contracts; (ii) MONY as to all variable In-Force Policies and Contracts prior to the Interim Period End Date and (iii) MONY and IDI or feasibleits assignee, nor does it restrict Underwriter as the case may be, jointly as to all variable In-Force Policies and Contracts from entering into distribution arrangements with other issuers or investment companies, except as otherwise agreed and after to in writing by the partiesReplacement Date for the remainder of the term hereof.

Principal Underwriter. Insurer, on its behalf and on behalf At the end of the Separate Accountterm specified in the Transition Services Agreement with respect to the functions described in this Section 8.5 (the “PU Transition Date”), authorizes Underwriterin accordance with Applicable Law and subject to the receipt of any required Governmental Consents, on an exclusive basisSeller shall appoint a duly licensed Affiliate of Buyer, and Underwriter accepts such authoritydesignated in writing by Buyer (the “Buyer BD”), to be the distributor and principal underwriter (as such term is used in the 1940 Act), or primary distributor (or similar function) with respect to private placements (such functions, as applicable, the “Securities Distribution Functions”), as appropriate, for the Covered Insurance Policies that are securities, effective as of the Contracts PU Transition Date, and Buyer shall cause the Buyer BD to assume the Securities Distribution Functions of any Affiliate of Sellers who performs the Securities Distribution Functions for such Covered Insurance Policies (each, an “Existing Principal Underwriter”), to the extent related to such Covered Insurance Policies. Each Seller shall cooperate with Buyer in connection with the State appointment and assumption of New Yorkthe Securities Distribution Functions, and shall provide any information requested by Buyer that is reasonably necessary for Buyer to (a) determine whether a continuing membership application (“CMA”) is necessary under NASD Rule 1017 in order for Buyer BD to assume the Securities Distribution Functions and (b) if such a CMA is necessary, prepare such CMA and respond to requests from FINRA in connection therewith. Underwriter If a CMA is necessary, Buyer shall prepare and file such CMA as promptly as practicable in order to effect the appointment and assumption of the Securities Distribution Functions by the PU Transition Date. Buyer shall cooperate with Sellers in connection with the appointment and assumption of the Securities Distribution Functions, and shall provide any information requested by a Seller that is reasonably necessary for Sellers to (x) determine the form of SEC filing that will be needed for Buyer BD to assume the Securities Distribution Functions, (y) prepare such SEC filing or respond to requests from the SEC in connection therewith and (z) make amendments to private placement memoranda in connection with the appointment and assumption contemplated by this Section 8.5. In connection with the foregoing, not later than the PU Transition Date, each Seller shall negotiate and enter into a principal underwriting agreement or a private placement agreement, each as applicable, with the Buyer BD on reasonable terms, taking into consideration the transactions contemplated by this Agreement and the Ancillary Agreements, and shall use all commercially reasonable efforts to distribute transition the Contracts, consistent with its other business, market counterparties to the Mutual Fund Agreements and regulatory conditions, and any other restrictions that may become applicable Distribution Agreements to its activities. As exclusive distributor and principal underwriter, which an Existing Principal Underwriter shall have sole authority to solicit Applications and Premiums directly from customers and prospective customers located in the State of New York. Underwriter reserves the right to authorize third parties as Distributors to engage in distribution activities involving the solicitation of Applications and Premiums directly from customers and prospective customers, in each case as Underwriter may in its sole discretion so provide or limit, but in all such cases, subject to such general terms and conditions regarding arrangements with Distributors as the parties hereto may subsequently agree upon in writing, provided that Insurer reserves the right, which shall not be exercised unreasonablyis a party, to require that Underwriter not enter into a sales agreement with a proposed Distributor. Insurer shall appoint in the State of New York such Distributors or Distributor Representatives, provided that Insurer reserves extent relating to the right, which right shall not be exercised unreasonablyCovered Insurance Policies, to refuse to appoint as agent any Distributor or Distributor Representativea relationship with Buyer BD, including, if anysuch agreements are freely assignable, or, once appointed, assignment to terminate the same at any time with or without cause. Underwriter shall be an independent contractor Buyer BD of each Existing Principal Underwriter’s rights and neither Underwriter, nor any of its officers, directors, employees, or agents is or shall be an employee of Insurer in the performance of Underwriter's duties hereunder. Underwriter is not hereby obligated to register or maintain its registration as a broker or dealer under the State securities laws of New York if, in the discretion of Underwriter, such registration is not practical, necessary for its duties under this Agreement, or feasible, nor does it restrict Underwriter from entering into distribution arrangements with other issuers or investment companies, except as otherwise agreed to in writing by the partiesobligations thereunder.