system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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this Agreement. 1.48 Prospectus. The prospectus included within a Registration Statement, including supplements thereto filed under Rule 424 under the 1933 Act, prepared by PHL Variable, from and after the date on which each shall have been filed. 1.49 Registration Statement. At any time that this Agreement is in effect, each currently effective registration statement and each currently effective post-effective amendment thereto filed with the SEC under the 1933 Act on Form S-1 or otherwise relating to the GIE including the Prospectus and financial statements included in, and all exhibits to, such registration statement or post- effective amendment prepared by PHL Variable. 1.50 SEC. The United States Securities and Exchange Commission. 1.51 Selling Agreement. The Selling Agreement effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, by and among the Parties, as amended from time to time, pursuant to which ICC will solicit sales of the GIE from ICC Customers. SECTION 2 TERM SECTION 3 REPRESENTATIONS AND WARRANTIES OF ICC ICC hereby represents and warrants to the PHL Parties as follows: - 5 - 1.52 State. Any state of the United States and the District of Columbia. 1.53 Term. The term shall have the meaning set forth in Section 2. 1.54 Territory. The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties. 1.55 Trademark Consent. The term shall have the meaning set forth in Section 10.02.1. 1.56 Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2. 1.57 Transaction Documents. The term shall mean this Agreement, the Memorandum of Understanding, and the GIE. 2.01 This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement ("Term"). 3.01 Organization. ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts. 3.02 Power and Authority. ICC has the requisite power and authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it is a party. 3.03 Corporate Action. All requisite actions have been taken to authorize ICC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligations of ICC enforceable against it in accordance with its terms. 3.04 Non-Contravention. ICC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by ICC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business. SECTION 4 REPRESENTATIONS AND WARRANTIES OF PHLVIC PHLVIC hereby represents and warrants to the ICC as follows: - 6 - 3.05 Licenses and Permits. As of the Effective Date, ICC on its behalf and on behalf of ICAS has, and during the term of this Agreement shall use reasonable efforts to maintain, all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party. 3.06 Compliance with Law. As of the Effective Date, ICC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law. 3.07 Equipment, Facilities and Staff. ICC has the equipment, facilities, systems, staff and other assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party. 3.08 Pending Litigation and Actions. ICC is not subject to any current or pending litigation or any pending regulatory actions that would materially impair its ability to carry out its
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Extract the exact clause related to "Governing Law" from the excerpt above.