Common use of MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS Clause in Contracts

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. CVS agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Owners in all separate accounts of life insurance companies utilizing CVS (“Participating Insurance Companies”), including each Account, and participants in all qualified retirement and pension plans investing in CVS (“Participating Plans”). LIFE COMPANY agrees to inform the Board of Directors of CVS of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Owners or by Participants of different Participating Insurance Companies;

MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. CVS AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Owners Participants in all separate accounts of life insurance companies utilizing CVS AVIF (“"Participating Insurance Companies”"), including each Account, and participants in all qualified retirement and pension plans investing in CVS AVIF (“"Participating Plans”"). LIFE COMPANY IDS Life of New York agrees to inform the Board of Directors of CVS AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a “"material irreconcilable conflict” " is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other regulatory authority; (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Owners Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants.