Common use of Certain Policies and Procedures Clause in Contracts

Certain Policies and Procedures. (a) Until the Majority Holder Date, the Corebridge Board shall, when determining to implement, amend or rescind any policy of Corebridge or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account Corebridge’s status as a consolidated Subsidiary of AIG, and take into account the interests of AIG therein; (b) Until the Majority Holder Date, the Corebridge Board shall cause Corebridge to comply with the policies of AIG that apply to Corebridge in its capacity as a Subsidiary of AIG and that are or have been provided to Corebridge by AIG; (c) During any period in which AIG is deemed to control Corebridge for federal, state or foreign regulatory purposes, and in any case at all times prior to the Third Threshold Date, Corebridge: (i) shall not adopt or implement any policies or procedures, and at AIG’s reasonable request, shall refrain from taking any actions, that would cause AIG to violate any Applicable Law to which AIG is subject; (ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with AIG (through one or more AIG Directors, if any shall be in office at such time, or else through the General Counsel of AIG); and, to the extent consistent with its fiduciary duties, the Corebridge Board shall take into account the reasonable interests of AIG with respect thereto; and (iii) shall maintain and observe the policies of AIG to the extent necessary for AIG to comply with its legal and regulatory obligations; provided that this Section 8.2(c) shall not require Corebridge to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause Corebridge to violate Applicable Law.