Common use of DIVERSIFICATION AND RELATED LIMITATIONS Clause in Contracts

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.2. The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Trust and Fund represents that the Adviser represent that each Portfolio of the Trust Fund shall meet the diversification requirements of Section 817(h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfoliothe Fund. The Trust Fund will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.2. The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. contract In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” ’ within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the futuremet.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. 6.1 The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1817(h)(l) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Upon request of the Company, and within 60 days of the end of the preceding calendar quarter, the Trust or the Adviser will provide Company with a certificate of compliance with Section 817(h) during that quarter. Notwithstanding the foregoing, any failure to provide such certification of compliance within the time period described will not constitute a breach of this agreement. 6.2. 6.2 The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. 6.3 The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any ACTIVE 259349248 DocuSign Envelope ID: 07AD536A-0E15-4E00-8C2F-F32C18357966 prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “"segregated asset account” " and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “"variable contract” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. 6.1 The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1817(h)(l) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Upon request of the Company, and within 60 days of the end of the preceding calendar quarter, the Trust or the Adviser will provide Company with a certificate of compliance with Section 817(h) during that quarter. Notwithstanding the foregoing, any failure to provide such certification of compliance within the time period described will not constitute a breach of this agreement. 6.2. 6.2 The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. 6.3 The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Trust and the Adviser PIM represent and warrant that each Designated Portfolio of the Trust shall in which an Account invests does and at all times will meet the diversification requirements of Section 817(h)(18l7(h)(1) of the Code and Treas. Reg. 1.817-5, relating any regulations thereunder applicable to variable contracts as defined in Section 817( d) of the diversification requirements for variable annuity, endowment, Code and any amendments or life insurance contracts, as they may be amended from time other modifications or successor provisions to time such Sections or regulations (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sectionssections or regulations), as if those requirements applied directly to each such Designated Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met a breach of this Section 6.1 has occurred or that they might not be met occur in the future, and (b) in the event of such a breach, to adequately diversify the Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation ss.1.817-5. fu addition, the Trust or PIM shall immediately notify the Company if either the Trust or PIM becomes aware that the Company may be precluded from "looking through" to the investments of any Designated Portfolio, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. 6.2. The Trust represents and PIM represent and warrant that each Designated Portfolio will elect to be is currently qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision)) and that no other Participating Insurance Company will purchase shares in any Designated Portfolio for any purpose or under any circumstances that would preclude the Company from "looking through" to the investments of each Designated Portfolio in which it invests, pursuant to the "look through" rules found in Treasury Regulation 1.817-5. The Trust or PIM will notify the Company immediately upon having a reasonable basis for believing that such requirements have any Designated Portfolio has ceased to be met so qualify or that they any might not be met so qualify in the future. 6.3. The Company represents Trust agrees that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions Shares of the CodeTrust will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the futureretirement plans. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A No Shares of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, Trust will be sold directly to the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the futuregeneral public.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Trust and Fund represents that the Adviser represent that each Portfolio of the Trust Fund shall meet the diversification requirements of Section 817(h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfoliothe Fund. The Trust Fund will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.2. The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser Fund immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the futuremet.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Each Trust and the Adviser MFS each represent and warrant that for each quarter each Portfolio of the Trust shall meet does and will at all times invest money from the Policies in such a manner as to ensure that each Trust will at all times comply with the diversification requirements of Section 817(h)(1817 (h) (1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust or MFS will notify the Company immediately upon having to the extent and in the same manner that it notifies other Participating Insurance Companies if it has a reasonable basis for believing that such requirements have the Trust or a Portfolio thereunder has ceased to be met comply with the diversification requirements or that they the Trust or Portfolio might not be met comply with the diversification requirements in the future. In the event that any Portfolio is not so diversified at the end of any applicable quarter, such Trust and MFD will make every effort to: (a) adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Treas. Reg. 1.817.5, and (b) notify the Company. MFD will provide or make available copies of quarterly diversification testing results demonstrating compliance with the diversification requirements of Section 817 (h) (1) of the Code and Treas. Reg. 1.817-5. 6.2. The Each Trust represents and MFD represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The provision)The Trust or MFS will notify the Company immediately to the extent and in the same manner that it notifies other Participating Insurance Companies upon having a reasonable basis for believing that such requirements have any Portfolio has ceased to be met so qualify or that they any might not be met so qualify in the future. 6.3. The Company represents Each Trust and MFS acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the requirements of Subchapter M of the Code or the diversification requirements of Section 817(h) of the Code may result in the Policies are currently, and at the time of issuance shall be, not being treated as life insurance or annuity variable contracts under applicable provisions for federal income tax purposes, which would have adverse tax consequences for Policy owners and could also adversely affect the Company’s corporate tax liability. 6.4. MFS agrees to make available to the Company a certificate of statement indicating compliance by each Portfolio of each Trust with Section 817(h) of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased certificate or statement to be so treated or that they might not be so treated in made available no later than thirty (30) days following the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A end of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the futurecalendar quarter.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. 6.1 The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1817(h)(l) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Upon request of the Company, and within 60 days of the end of the preceding calendar quarter, the Trust or the Adviser will provide Company with a certificate of compliance with Section 817(h) during that quarter. Notwithstanding the foregoing, any failure to provide such certification of compliance within the time period described will not constitute a breach of this agreement. 6.2. 6.2 The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. 6.3 The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any ACTIVE 259349248 DocuSign Envelope ID: 66335EF2-ABEB-4F95-BF36-EF60D355A93A prospectus offering a contract that is a “"modified endowment contract” " as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “"segregated asset account” " and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “"variable contract” " within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. 6.1 The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1817(h)(l) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.2. 6.2 The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. 6.3 The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

DIVERSIFICATION AND RELATED LIMITATIONS. 6.1. The Trust and the Adviser represent that each Portfolio of the Trust shall meet the diversification requirements of Section 817(h)(1817(h)(l) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.2. Upon request of the Company, and within 60 days of the end of the preceding calendar quarter, the Trust or the Adviser will provide Company with a certificate of compliance with Section 817(h) during that quarter. Notwithstanding the foregoing, any failure to provide such certification of compliance within the time period described will not constitute a breach of this agreement. The Trust represents that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will use reasonable best efforts to maintain such qualification (under Subchapter M or any successor or similar provision). The Trust will notify the Company immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 6.3. The Company represents that the Policies are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing the Policies have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents that each of its Accounts is a “segregated asset account” and that interests in the Accounts are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Trust agrees that it will monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies (“contract owners”) investing in the Trust. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Trust will give prompt notice of any such determination to the Company. The Company will promptly report any potential or existing conflicts of which it is aware to the Board. The Company also agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting to a vote of all affected contract owners whether to withdraw assets from the Trust or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of contract owners that votes in favor of such segregation, or offering to any of the affected contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the Policies, unless a majority of Policy owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. A majority of the disinterested trustees of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in the Trust each of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested trustees of the Board. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.6, 3.7, 7.1, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.