Common use of Exchanges and Replacements Clause in Contracts

Exchanges and Replacements. (a) The Distributor shall not directly or indirectly exchange or offer to exchange any Contract issued by a Separate Account registered under Section 8 of the Company Act for any other security or insurance contract issued by any person without the express written authorization of the Company and such Separate Account or except in strict accordance with the Company’s written policies with respect to the acceptability of exchanges. The Distributor shall enforce the Company’s exchange procedures, including any training requirements, and shall ensure that all required disclosures, notices, waivers and other materials have been appropriately executed and delivered in accordance with applicable law. (b) For purposes of paragraph (a) hereof the term “exchange” means any transaction in which a new life insurance policy or annuity contract is purchased and an existing Contract is replaced, lapsed, forfeited, surrendered, converted, amended, reissued or otherwise terminated or used in a financed purchase and includes a transaction subject to Section 11 of the Company Act.