Common use of Non-Exclusivity and Non-Interference Clause in Contracts

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X: (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without cause, solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's distributor or investment adviser, to transfer or withdraw Contract values allocated to a Fund, or to exchange their Contracts for contracts not allowing for investment in the Trust; except with 30 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that such solicitation, inducement or encouragement may be in the best interests of Contract Owners (unless otherwise required by applicable law). (d) the Company shall not, without the consent of the Distributor, substitute another investment company for one or more Funds without providing written notice to the Distributor at least 60 days in advance of effecting any such substitution, unless required to do so by applicable law or regulation; and (e) the Company shall not withdraw the Account's investment in the Trust or a Fund of the Trust except as necessary to facilitate Contract Owner requests and routine Contract processing.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X: (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without causethe prior written consent of the Distributor, which consent shall not be unreasonably withheld, solicit, induce or encourage Contract Owners, to change or modify the Trust, or to change the Trust’s distributor or investment adviser (unless otherwise required by applicable law); (d) The Company shall not solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's distributor or investment adviser, to transfer or withdraw Contract values Values allocated to a Fund, Fund or to exchange their Contracts for contracts not allowing for investment in the Trust; , except with 30 60 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that determined such solicitation, inducement or encouragement may to be in the best interests of Contract Owners (unless otherwise required by applicable law).; (de) the Company shall not, without the consent of the Distributor, not substitute another investment company for one or more Funds without providing written notice to the Distributor at least 60 days in advance of effecting any such substitution, unless required to do so by applicable law or regulation; and (ef) the Company shall not withdraw the Account's ’s investment in the Trust or a Fund of the Trust except as necessary to facilitate Contract Owner requests and routine Contract processingprocessing or pursuant to an order of SEC under Section 26(b) of the 1940 Act.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares Shares may be sold to other insurance companies and investors Qualified Investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X: (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable lawApplicable Law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without causeat least 30 days written notice to the Distributor (unless otherwise required by Applicable Law), solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's ’s distributor or investment adviser, to transfer or withdraw Contract values Values allocated to a Fund, or to exchange their Contracts for contracts not allowing for investment in the Trust; except with 30 days prior written notice , or close a Fund to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that such solicitation, inducement or encouragement may be in the best interests of new Contract Owners (unless otherwise required by applicable law).; (d) the Company shall not, without the consent of the Distributor, not substitute another investment company for one or more Funds without providing providing: (i) written notice to the Distributor at least 60 120 days in advance of effecting any such substitution, unless ; and (ii) copies of any application by the Company to the SEC seeking approval of such substitution as required to do so by applicable law or regulationSection 4.13 of this Agreement; and (e) the Company shall not withdraw the Account's investment in the redeem Trust or a Fund of the Trust Shares attributable to Contract Owner investments except as necessary to facilitate Contract Owner requests transactions, payment of expenses by Accounts, and routine Contract processing, or as permitted by any SEC order issued pursuant to Section 26(c) of the 1940 Act, or as required by Applicable Law, subject to the Company’s provision of a legal opinion or memorandum to that effect.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X: (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the ContractsContracts and shall not make available additional funding vehicles other than those listed on Schedule 3 to this Agreement unless: (i) any such vehicle or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of the Funds made available hereunder; or (ii) the Trust or Distributor consents in writing to the use of such other vehicle, such consent not to be unreasonably withheld; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without causethe prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's distributor or investment adviser, to transfer or withdraw Contract values Values allocated to a Fund, or to exchange their Contracts for contracts not allowing for investment in the Trust; except with 30 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that such solicitation, inducement or encouragement may be in the best interests of Contract Owners (unless otherwise required by applicable law). (d) the Company shall not, without the consent of the Distributor, substitute another investment company for one or more Funds without providing written notice to the Distributor at least 60 days in advance of effecting any such substitution, unless required to do so by applicable law or regulation; and; (e) the Company shall not withdraw the Account's investment in the Trust or a Fund of the Trust except as necessary to facilitate Contract Owner requests and routine Contract processing.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and mad the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X:: g:\ramch1\vit\paracipation agtsCM_Massvl 19 11/1/99 (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under .under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without causethe prior written consent of the Distributor (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's ’s distributor or investment adviser, adviser or to transfer or withdraw Contract values Values allocated to a Fund; (d) the Company shall not, without the prior written consent of the Distributor (unless otherwise required by applicable law) solicit, induce or encourage Contract Owners to exchange their Contracts for contracts not allowing for investment in the Trust; , except with 30 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that determined such solicitation, inducement or encouragement may to be in the best interests of Contract Owners (unless otherwise required by applicable law).Owners; (de) the Company shall not, without the consent of the Distributor, not substitute another investment company for one or more Funds without providing written notice to the Distributor at least 60 days in advance of effecting any such substitution, unless required to do so by applicable law or regulation; and (ef) the Company shall not withdraw the Account's ’s investment in the Trust or a Fund of the Trust except as necessary to facilitate Contract Owner requests and routine Contract processing.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X: (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act; (c) the Company shall not, without causethe prior written consent of the Distributor, which consent shall not be unreasonably withheld, solicit, induce or encourage Contract Owners to change or modify the Trust Trust, or to change the Trust's distributor or investment adviseradviser (unless otherwise required by applicable law); (d) the Company shall not solicit, induce or encourage Contract Owners to transfer or withdraw Contract values Values allocated to a Fund, Fund or to exchange their Contracts Contract for contracts not allowing for investment in the Trust; , except with 30 60 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that determined such solicitation, inducement or encouragement may to be in the best interests of Contract Owners (unless otherwise required by applicable law).; (de) the Company shall not, without the consent of the Distributor, not substitute another investment company for one or more Funds without providing written notice to the Distributor at least 60 days in advance of effecting any such substitution, unless required to do so by applicable law or regulation; and (ef) the Company shall not withdraw the Account's investment in the Trust or a Fund of the Trust except as necessary to facilitate Contract Owner requests and routine Contract processingprocessing and except as provided in Article VIII of this Agreement.

Non-Exclusivity and Non-Interference. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust shares Shares may be sold to other insurance companies and investors (subject to Section 2.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to this Article X:: # 1286928 v.9 (a) the Company shall, for so long as it intends to use the Trust's shares as underlying investment vehicles under the Contracts, shall promote the Trust and the Funds made available hereunder on the same basis as other funding vehicles available under the Contracts; (b) the Company shall not, without prior notice to the Distributor (unless otherwise required by applicable lawApplicable Law), take any action to operate the Schedule 1 Account as a management investment company under the 1940 Act; (c) the Company shall not, without causethe prior written consent of the Distributor (unless otherwise required by Applicable Law), solicit, induce or encourage Contract Owners to change or modify the Trust to change the Trust's distributor or investment adviser, to transfer or withdraw Contract values Values allocated to a Fund, or to exchange their Contracts for contracts not allowing for investment in the Trust; except with 30 days prior written notice to the Distributor under circumstances where the Company has determined, in its sole discretion exercised in good faith, that such solicitation, inducement or encouragement may be in the best interests of Contract Owners (unless otherwise required by applicable law).; (d) the Company shall not, without the consent of the Distributor, not substitute another investment company for one or more Funds without providing providing: (i) written notice to the Distributor at least 60 120 days in advance of effecting any such substitution, unless ; and (ii) copies of any application by the Company to the SEC seeking approval of such substitution as required to do so by applicable law or regulationSection 4.13 of this Agreement; and (e) the Company shall not withdraw the Account's investment in the redeem Trust or a Fund of the Trust Shares attributable to Contract Owner investments except as necessary to facilitate Contract Owner requests transactions, payment of expenses by Accounts, and routine Contract processing, or as permitted by any SEC order issued pursuant to Section 26(c) of the 1940 Act.