Common use of Certain Policies and Procedures Clause in Contracts

Certain Policies and Procedures. (a) Until the Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of AXA, and take into account the interests of AXA therein and the requirement for the Company to comply with AXA Group Standards; (b) During any period in which AXA is deemed to control the Company for U.S., European Commission or French regulatory purposes, and in any case at all times prior to the Third Threshold Date, the Company: (i) shall not adopt or implement any policies or procedures, and at AXA’s reasonable request, shall refrain from taking any actions, that would cause AXA to violate any Applicable Law to which AXA is subject; (ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with AXA (though one or more AXA Directors, if any shall be in office at such time, or else through the General Counsel of AXA); and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of AXA with respect thereto; and (iii) shall maintain and observe the policies of AXA to the extent necessary for AXA to comply with its legal and regulatory obligations; provided that this Section 6.3(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law.

Certain Policies and Procedures. (a) Until the earlier of (i) the Non-Control Date and (ii) the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of AXANAB, and take into account the interests of AXA therein and the requirement for the Company to comply with AXA Group Standards;NAB therein. (b) During any period in which AXA NAB is deemed to control the Company for U.S., European Commission U.S. or French Australian regulatory purposes, and in any case at all times prior to the Third Threshold Non-Control Date, the CompanyCompany and its Subsidiaries: (i) shall not adopt or implement any policies or procedures, and at AXANAB’s reasonable request, shall refrain from taking any actions, that would cause AXA NAB to violate any Applicable Law to which AXA is subjectLaw; (ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with AXA NAB (though through one or more AXA NAB Directors, if any shall be in office at such time, or else through the General Counsel Head of AXACorporate Advisory Legal of NAB); , and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of AXA NAB with respect thereto; and (iii) shall maintain and observe the policies of AXA NAB to the extent necessary for AXA NAB to comply with its legal and regulatory obligationsobligations under Applicable Law; provided provided, that this Section 6.3(b6.2(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law.