Common use of Potential Conflicts Clause in Contracts

Potential Conflicts. 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participants; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participants. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.15.1. The Trustees will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by participating insurance companies or by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust Trustees shall promptly inform the Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees Directors will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the TrustPortfolios. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal insurance (including federal, state or state insuranceother jurisdiction), tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust Directors shall promptly inform the Company if the Trustees they determine that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees Directors will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the TrustPortfolios. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal insurance (including federal, state or state insuranceother jurisdiction), tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Authorized Fund are Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust Directors shall promptly inform the Company if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants Owners of all separate accounts of the Participating Insurance Companies investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 interpretive 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 Authorized Fund Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantspolicy owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsOwners. The Trust Trustees shall promptly inform the Company Participating Insurance Companies if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees MML Trust Board will monitor the MML Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing directly or indirectly in the MML Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The MML Trust Board shall promptly inform the each Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.15.1. The Trustees will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by participating insurance companies or by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust Trustees shall promptly inform the applicable Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company Companies if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 adminis­trative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees Directors will monitor the Trust ING VPI for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the TrustING VPI. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participants; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participants. The Trust ING VPI shall promptly inform the Company if the Trustees Directors determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees will monitor the Trust Fund for the existence of any irreconcilable material irreconcilable conflict between among the interests of the Contract owners or participants contractowners of all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity contract and variable life insurance contract owners or participantscontractowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontractowners. The Trust shall Trustees will promptly inform the Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.15 .1. The Trustees will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by participating insurance companies or by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust Trustees shall promptly inform the Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the Trust. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsContract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust shall promptly inform the Company if the Trustees determine that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants Owners of all separate accounts of the Companies investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 interpretive 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 Authorized Fund Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantspolicy owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsOwners. The Trust Trustees shall promptly inform the Company Companies if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (( e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (ft) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company Companies if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A An material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsContract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 5.1 The Trustees will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants of all separate accounts investing in the TrustFund. A An irreconcilable material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 Authorized Fund Portfolio are being managed; (e) a difference in voting instructions given by participating insurance companies or by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsowners. The Trust Trustees shall promptly inform the Company if the Trustees determine it determines that a an irreconcilable material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants Owners of all separate accounts of the Participating Insurance Companies investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 interpretive 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 Authorized Fund Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantspolicy owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsOwners. The Trust Trustees shall promptly inform the Company if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (aincluding:(a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trust agrees that the Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants Owners of all separate accounts of the Company investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance 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 interpretive 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 Authorized Fund Series are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantspolicy owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantsOwners. The Trust Trustees shall promptly inform the Company if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 7.1 The Trustees Directors will monitor the Trust Fund for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the TrustPortfolios. A material irreconcilable conflict may arise for a variety of reasonsofreasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal insurance (including federal, state or state insuranceother jurisdiction), tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative interpretive letter, or any similar action by insurance, tax, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Authorized Fund are Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust Directors shall promptly inform the Company if the Trustees they determine that a material irreconcilable conflict exists and the implications thereof.

Potential Conflicts. 7.1. 8.1 The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract contract owners or participants of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws law 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participantsowners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participantscontract owners. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.