Common use of As to the Company Clause in Contracts

As to the Company. The Company may elect to cease investing in the Trust, promoting the Trust as an investment option under the Contracts, or withdraw its investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 30 days of the occurrence of any of the following events: (a) if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Trust, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Trust shares to meet the requirements of the Contracts within 10 days after receipt thereof; (b) upon institution of formal proceedings against the Trust, the Distributor or the Adviser by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (c) if, with respect to the Trust or a Series, the Trust or the Series ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (d) if any Series of the Trust in which the Account invests fails to meet the diversification requirements specified in Section 817(h) of the code and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (e) if the Trust informs the Company pursuant to Section 4.4 that the Trust will not comply with investment restrictions as requested by the Company and the Trust and the Company are unable to agree upon any reasonable alternative accommodations; (f) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; or (g) if the Company shall determine, in their sole judgment exercised in good faith, that either (1) the Trust or Distributor shall have suffered a material adverse change in their business or financial condition or (2) the Trust or Distributor shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days prior written notice; (h) if, the Company in its sole discretion determines that investment by the Account in Trust shares is no longer appropriate, and then only upon at least 60 days prior written notice to the Trust and the Distributor. In the event the Company elects to cease investing in the Trust in accordance with any of the above provisions, all such costs related to cessation of investment activities and substitution of Trust shares of other Trusts incurred by the Company shall be borne by the Trust and Distributor. Such costs may include, but not be limited to, legal expenses, filing fees, mailing costs, and reprinting of prospectuses and advertising material.

As to the Company. The Company may elect to cease investing in a Series or the Trust, promoting a Series or the Trust as an investment option under the Contracts, or withdraw its investment in a Series or the Trust, subject to compliance with applicable law, upon written notice to the Trust within 30 days of the occurrence of any of the following events:events (unless provided otherwise below): (a) at any time more than two years after the date of this Agreement, upon 60 days prior written notice; (b) as to a Series, if shares of any such Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Trust, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Trust shares to meet the requirements of the Contracts within 10 days after receipt thereof, it being understood that, in such event, the Company's rights pursuant to this Section 10.3 shall be limited to such Series; (bc) as to the Trust, upon institution of formal proceedings against the Trust, Trust or the Distributor or the Adviser by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, upon 15 days prior written notice; (cd) ifas to a Series or the Trust, with respect to as applicable, if such Series or the Trust or a Series, the Trust or the Series ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that such Series or the Trust may fail to so qualify, and the Trust, upon within 30 days following receipt of written request, fails to provide reasonable assurance acceptable to the Company that it will take action to cure or correct such failure, it being understood that, if the event does not involve all Series, the Company's rights pursuant to this Section 10.3 shall be limited to the affected Series; (de) as to a Series or the Trust, as applicable, if any such Series of or the Trust in which the Account invests fails to meet the diversification requirements specified in Section 817(h) of the code Code and any regulations thereunder and the Trust, upon within 30 days following receipt of written request, fails to provide reasonable assurance acceptable to the Company that it will take action to cure or correct such failure, it being understood that, if the event does not involve all Series, the Company's rights pursuant to this Section 10.3 shall be limited to the affected Series; (ef) as to a Series or the Trust, as applicable, if such Series or Trust ceased to qualify as a Regulated Investment Company or failed to meet the diversification requirements specified in Section 817(h) of the Code, the Trust failed to cure such failure within the time period agreed upon when reasonable assurances were accepted by the Company, it being understood that, if the failure does not involve all Series, the Company's rights pursuant to this Section 10.3 shall be limited to the affected Series; (g) as to a Series or the Trust, as applicable, if the Trust informs the Company pursuant to Section 4.4 that such Series or the Trust will not comply with investment restrictions as requested by the Company and the Trust and the Company are unable to agree upon any reasonable alternative accommodations, it being understood that, if the event does not involve all Series, the Company's rights pursuant to this Section 10.3 shall be limited to the affected Series; (fh) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 30 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; (i) with respect to any Series in the event any of the Series shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company, it being understood that, if the event does not involve all Series, the Company's rights pursuant to this Section 10.3 shall be limited to the affected Series; or (gj) if the Company shall determine, in their its sole judgment judgment, exercised in good faith, that either (1) the Trust or the Distributor shall have suffered a material adverse change in their its business or financial condition conditions or (2) the Trust or the Distributor shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon effect on the business and operations Company or the distribution of the Company, such termination effective upon 30 days prior written notice; (h) if, the Company in its sole discretion determines that investment by the Account in Trust shares is no longer appropriate, and then only upon at least 60 days prior written notice to the Trust and the Distributor. In the event the Company elects to cease investing in the Trust in accordance with any of the above provisions, all such costs related to cessation of investment activities and substitution of Trust shares of other Trusts incurred by the Company shall be borne by the Trust and Distributor. Such costs may include, but not be limited to, legal expenses, filing fees, mailing costs, and reprinting of prospectuses and advertising materialContracts.

As to the Company. The Company may elect to cease investing in the Trust, promoting the Trust as an investment option under the Contracts, or withdraw its investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 30 days of the occurrence of any of the following events: (a) if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Trust, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Trust shares to meet the requirements of the Contracts within 10 days after receipt thereof; (b) upon institution of formal proceedings against the Trust, the Distributor or the Adviser by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (c) if, with respect to the Trust or a Series, the Trust or the Series ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (d) if any Series of the Trust in which the Account invests fails to meet the diversification requirements specified in Section 817(h) of the code and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; (e) if the Trust informs the Company pursuant to Section 4.4 that the Trust will not comply with investment restrictions as requested by the Company and the Trust and the Company are unable to agree upon any reasonable alternative accommodations; (f) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; or (g) if the Company shall determine, in their sole judgment exercised in good faith, that either (1) the Trust or Distributor shall have suffered a material adverse change in their business or financial condition or (2) the Trust or Distributor shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days prior written notice; ; (h) if, the Company in its sole discretion determines that investment by the Account in Trust shares is no longer appropriate, and then only upon at least 60 days prior written notice to the Trust and the Distributor. In the event the Company elects to cease investing in the Trust in accordance with any of the above provisions, all such costs related to cessation of investment activities and substitution of Trust shares of other Trusts incurred by the Company shall be borne by the Trust and Distributor. Such costs may include, but not be limited to, legal expenses, filing fees, mailing costs, and reprinting of prospectuses and advertising material.