Common use of Events of Termination Clause in Contracts

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by a majority vote of the shares of the affected Portfolio in the corresponding Subaccount of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six sixty (660) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF , its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief (i.e., a substitution order) from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, AIM or its the Fund's investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIFs obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYC OMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts Policies issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts policies under the Code (other than by reason of the Fund's noncompliance with Section 817(h8 17(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where such registration is required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 6.5 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (ig) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's 'S obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyParty, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SECParties, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF FAIP upon institution of formal proceedings against LIFE COMPANY Company or any of its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYCompany's obligations under this Agreement or related to the sale of the Contracts, the operation of each any Account, or the purchase of Shares, if, in each case, AVIF FAIP reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Company upon institution of formal proceedings against AVIFFAIP, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFFAIP's obligations under this Agreement or related to the operation or management of AVIF FAIP or the purchase of AVIF Fund Shares, if, in each case, LIFE COMPANY Company reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYCompany, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Company if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY the Company reasonably believes that the Fund may fail to so qualifyqualify or comply; or (g) at the option of LIFE COMPANY Company if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY the Company reasonably believes that the Fund may fail to so qualify or comply; or (h) at the option of AVIF FAIP if the Contracts issued by LIFE COMPANY Company cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code), or if FAIP reasonably believes that the Contracts issued by Company may fail to so qualify or comply; or (i) or at the option of FAIP if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or, or if FAIP reasonably believes that the interests in an Account under the Contracts are not registered, issued, or sold in accordance with any applicable federal and state law. (ij) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six sixty (660) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF (IVIF), its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIF (IVIF)’s obligations under this Agreement or related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief (i.e., a substitution order) from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, AIM or its the Fund's investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding corresponding, to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i1) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (iiH) such law precludes the use of such Shares as an underlying underlying, investment medium of the Contracts Policies issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts Policies issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts policies under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where such registration is required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyParty, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY JNL or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYJNL's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY JNL upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY JNL reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYJNL, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYJNL; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY JNL if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY JNL reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY JNL if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY JNL reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY JNL cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon six (6) months at least sixty days' advance written notice to the other partiesParties, or, or if later, upon the receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed to in writing by a separate written agreement among the partiesParties; or (b) at the option of AVIF the Fund upon (i) at least sixty days' advance written notice to the other Parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions); or (c) at the option of the Fund, upon receipt of the written notice to the other Parties by the Fund, upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines in good faith that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Portfolio to be terminated; or (d) at the option of Insurer, upon receipt of the written notice to the other Parties by the Insurer, upon institution of formal proceedings against the Fund, Adviser, or Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding the Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of the Fund or the purchase of Fund shares, if, in each case, Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on Insurer, Contracts Distributor or the Fund with respect Division corresponding to which the Agreement is Portfolio to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (de) at the option of any Party Party, upon receipt of the written notice to the other Parties, in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer, upon receipt of the written notice to the other Parties by the Insurer, if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer, upon receipt of the written notice to the other Parties by the Insurer, if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) at the option of Insurer, upon another Partyreceipt of the written notice to the other Parties by the Insurer, if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Cova or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYCova's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Cova upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Cova reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYCova, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCova; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Cova if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Cova reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Cova if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Cova reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Cova cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's Subaccount investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar Similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.; or

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFSMFI's obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement; or (j) by either SMFI or Carillon by written notice to the LIFE COMPANY, if either one or both of SMFI or Carillon respectively, shall determine, in their sole judgment exercised in good faith, that the LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is subject to material adverse publicity; or (k) by the LIFE COMPANY by written notice to the SMFI and Carillon, if the LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either SMFI or Carillon has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is subject to material adverse publicity.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i1) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE LJH COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC MC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.; or

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Guardian or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYGuardian's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Guardian upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Guardian reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYGuardian, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYGuardian; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Guardian if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Guardian reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Guardian if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Guardian reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Guardian cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any material provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY G-WL&A or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYG-WL&A's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY G-WL&A upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY G-WL&A reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYG-WL&A, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYG-WL&A; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY G-WL&A if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY G-WL&A reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY G-WL&A if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY G-WL&A reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY G-WL&A cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF LIFE Company if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY provided, however, that such a termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by LIFE COMPANY to the Fund; (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund Portfolio with respect to which the Agreement is to be terminated; or (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFthe Fund, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s obligations under this Agreement or related to the operation or management of AVIF the applicable Portfolio or the purchase of AVIF Sharesthe applicable Portfolios, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund Portfolio with respect to which the Agreement is to be terminated; or (de) at the option of any Party party in the event that (i) the Fund's a Portfolio’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (ef) upon termination of the corresponding Subaccount's investment in the Fund pursuant subject to Section 5 hereof; or (f4.1(a) above, at the option of LIFE COMPANY if the Fund applicable Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with the diversification requirements of Section 817(h) of the Code or with such requirements under successor or similar provisions, provisions or if LIFE COMPANY Life Company reasonably believes that the Fund applicable Portfolio may fail so cease to so qualify or comply; or (hg) subject to Section 4.1(b) above, at the option of AVIF the Fund if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of or if Fund reasonably believes the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) applicable Contracts may so cease to qualify, or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state lawlaw and, in each case, LIFE COMPANY upon written request fails to provide reasonable assurance that it will take action to cure or correct such failure; or (h) at the option of the Fund by written notice to LIFE COMPANY, if the Fund shall determine in its sole judgment exercised in good faith, that LIFE COMPANY and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Fund and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Adviser and/or its affiliated companies has suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of either party upon a determination by a majority of the Fund’s Board of Trustee, or a majority of the Fund’s disinterested trustees, that an irreconcilable material conflict exists among the interests of: (1) all contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund; or (l) at the option of any party upon another Party's party’s material breach of any provision of this Agreement; or (m) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) or upon the receipt of a substitution order by the SEC to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. LIFE COMPANY will give at least 30 days’ prior written notice to the Fund of the date of any proposed vote to replace the Fund’s shares; or (n) at the option of the Fund if it suspends or terminates the offering of Shares of the applicable Portfolio to all Participating Insurance Companies or only designated Participating Insurance Companies, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Fund acting in good faith, suspension or termination is necessary in the best interests of the shareholders of the applicable Portfolio (it being understood that “shareholders” for this purpose shall mean Participants), such notice effective immediately upon receipt of written notice, it being understood that a lack of Participating Insurance Companies interest in the applicable Portfolio may be grounds for a suspension or termination as to such Portfolio.

Events of Termination. 6.1 Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fund, Party upon at least six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Trustees upon a finding that a continuation of this Contract in contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions); or (c) at the option of the Fund or the Distributor upon institution of formal proceedings against LIFE COMPANY Fortis Benefits or its affiliates Fortis Investors by the NASD, the SEC, any state securities or insurance regulator department or any other regulatory body regarding LIFE COMPANY's Fortis Benefit’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF reasonably determines provided that such proceedings, or the facts on which such formal proceedings would be based, are likely to have a material likelihood of imposing material adverse consequences impact on the Fund, the Distributor, affiliates of the Fund with respect to which or Distributor, or shareholders of the Agreement is to be terminatedFund; or (cd) at the option of LIFE COMPANY Fortis Benefits upon institution of formal proceedings against AVIF, its principal underwriter, the Fund or its investment adviser Distributor by the NASD, the SEC, or any state securities or insurance regulator department or any other regulatory body regarding AVIF's the Fund’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY reasonably determines provided that such proceedings, or the facts on which such formal proceedings would be based, are likely to have a material likelihood of imposing material adverse consequences impact on LIFE COMPANYFortis Benefits, Fortis Investors, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminatedContract Owners; or (de) at the option of any Party in the event that (i) the Fund's Shares Contracts, the Separate Accounts, or the Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFortis Benefits; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 Article V hereof; or (fg) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so qualify; or (gh) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so comply; or. (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or 6.2 Except (i) upon another Party's material breach as necessary to implement Participant-initiated transactions, (ii) as required by state insurance laws or regulations, (iii) as required pursuant to Article V of this Agreement, or (iv) with respect to any provision Portfolio as to which this Agreement has terminated, Fortis Benefits shall not (x) redeem Fund shares attributable to the Contracts, or (y) prevent Participants from allocating payments to or transferring amounts from a Portfolio that were otherwise available under the Contracts, until, in either case, 90 calendar days after Fortis Benefits shall have notified the Fund or Distributor of its intention to do so. 6.3 All warranties and indemnifications will survive the termination of this Agreement. 6.4 If any Party terminates this Agreement with respect to any Portfolio pursuant to Sections 6.1(c), 6.1(d), 6.1(e), 6.1(g) or 6.1(h) hereof, this Agreement shall nevertheless continue in effect as to any shares of that Portfolio that are outstanding as of the date of such termination (the “Initial Termination Date”). This continuation shall extend to the earlier of the date as of which the Separate Account owns no shares of the affected Portfolio or a date (the “Final Termination Date”) six months following the Initial Termination Date, except that Fortis Benefits may, by written notice to the other Parties, shorten said six month period in the case of a termination pursuant to Sections 6.1(e), 6.1(g) or 6.1(h). 6.5 If this Agreement is terminated as to any Portfolio (i) by the Distributor pursuant to 6.1(a), or (ii) pursuant to 6.1(d), 6.1(g), or 6.1(h), the Distributor will reimburse Fortis Benefits for its reasonable costs and expenses in combining the affected Division with another Division, substituting interests in a new Division for those of the affected Portfolio, or otherwise terminating the participation of the Contracts in such Portfolio. The costs associated with such may include such expenditures as (1) outside counsel fees related to obtaining an exemption order from the Securities and Exchange Commission and (2) drafting, printing, and mailing costs of the necessary notification forms to be mailed to affected Contractholders. 6.6 The other Parties hereto agree to cooperate with and give reasonable assistance to Fortis Benefits in taking all necessary and appropriate steps for the purpose of ensuring that the Separate Account owns no shares of a Portfolio after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a) or 6.1(b), the termination date specified in the notice of termination. 6.7 Each Party to this Agreement shall promptly notify the other Parties of the institution against such Party of any such formal proceedings as described in Sections 6.1(c) and (d) hereof.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six ninety (690) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's party’s material breach of any provision of this Agreementagreement; provided however, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to the all other parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this agreement by giving written notice of termination to the defaulting party, with copies of such notice to all other non-defaulting parties.

Events of Termination. Subject to Section 6.4 6.5 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any partyParty, with or without cause with respect to the Fundcause, upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) at the option of Insurer if Insurer reasonably believes that any change in a Fund's investment adviser or investment practices will materially increase the risks incurred by Insurer. (j) at the option of the Insurer by written notice to the Fund, if Insurer shall determine in its sole judgement exercised in good faith, that the Adviser, Fund, or Distributor and/or their affiliated companies have suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) with respect to any Separate Account, upon requisite vote of the Contract owners having an interest in that Separate Account (or any Division) or upon the receipt of a substitution order by the SEC to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. Insurer will give at least 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares; or (l) at the option of Insurer if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurer provided, however, that such termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by Insurer to the Fund; or (m) at the option of any Party upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF (IVIF), its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIF (IVIF)’s obligations under this Agreement or related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SECParties, unless otherwise a shorter time is agreed to in writing by the partiesParties hereto; or (b) at the option of AVIF LIFE Company if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY provided, however, that such a termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by LIFE COMPANY to the Fund; (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates the principal underwriter of the Contracts by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund Portfolio with respect to which the Agreement is to be terminated; or (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFthe Fund, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's obligations under this Agreement or related to the operation or management of AVIF the applicable Portfolio or the purchase of AVIF Sharesthe applicable Portfolios, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund Portfolio with respect to which the Agreement is to be terminated; or (de) at the option of any Party party in the event that (i) the Funda Portfolio's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (ef) upon termination of the corresponding Subaccount's investment in the Fund pursuant subject to Section 5 hereof; or (f4.1(a) above, at the option of LIFE COMPANY if the Fund applicable Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or fails to comply with the diversification requirements of Section 817(h) of the Code or such requirements under successor or similar provisions or if LIFE COMPANY Life Company reasonably believes that the Fund applicable Portfolio may fail so cease to so qualify; or (g) subject to Section 4.1(b) above, at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of or if Fund reasonably believes the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) applicable Contracts may so cease to qualify, or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (h) at the option of the Fund by written notice to LIFE COMPANY, if the Fund shall determine in its sole judgment exercised in good faith, that LIFE COMPANY and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Fund and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Distributor and/or its affiliated companies has suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of either party upon a determination by a majority of the Fund's Board of Trustees, or a majority of the Fund's disinterested trustees, that an irreconcilable material conflict exists among the interests of: (1) all contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund; or (l) at the option of any party upon another Partyparty's material breach of any provision of this Agreement; or (m) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) or upon the receipt of a substitution order from the SEC to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. LIFE COMPANY will give at least 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares on the date of such proposed subscription; or (n) at the option of the Fund if it suspends or terminates the offering of Shares of the applicable Portfolio to all Participating Insurance Companies or only designated Participating Insurance Companies, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees acting in good faith, suspension or termination is necessary in the best interests of the shareholders of the applicable Portfolio (it being understood that "shareholders" for this purpose shall mean Participants), such notice effective immediately upon receipt of written notice, it being understood that a lack of Participating Insurance Companies interest in the applicable Portfolio may be grounds for a suspension or termination as to such Portfolio.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six one (61) months year's advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY INSURER or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYINSURER's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY INSURER upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY INSURER reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYINSURER, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYINSURER; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY INSURER if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY INSURER reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY INSURER if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY INSURER reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY INSURER cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement; or (j) at the option of INSURER or AVIF upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the account (or any Subaccount) to substitute the shares of another investment for the corresponding AVIF Shares in accordance with the terms of the Contracts for which those Shares had been selected to serve as the underlying investment media. INSURER will give thirty (30) days' prior written notice to AVIF of the date of any proposed vote or other action taken to replace the AVIF Shares; or (k) at the option of INSURER, if INSURER determines in its sole judgment exercised in good faith, that either AVIF or AVIF's investment adviser has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of INSURER; or (l) at the option of AVIF, if AVIF determines in its sole judgment exercised in good faith, that INSURER has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of AVIF.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least one hundred twenty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyAGL, with the Distributor or without cause with respect to the Fund, Trust upon (i) at least six (6) months months' advance written notice to the other partiesParties, orand (ii) the approval by (x) a majority of the Disinterested Trustees or (y) a majority vote of the shares of the affected Fund that are held in the corresponding Divisions of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions); provided, however, that the approvals described in clauses (x) and (y) above shall not be required if later(1) the aggregate account value under the Contracts is less than $300 million at the date the notice of termination is delivered, upon receipt (2) the aggregate month-end account value under the Contracts has averaged less than $300 million for the 24 full calendar months immediately preceding the date the notice of any required exemptive relief from termination is delivered and (3) the SEC, unless otherwise agreed to in writing by notice of termination is delivered no earlier than the partiesend of the 60th full calendar month following the date the first Contract is issued; or (b) at the option of AVIF the Trust upon institution of formal proceedings against LIFE COMPANY or its affiliates AGL by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAGL's obligations duties under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Trust shares, if, in each case, AVIF the Trust reasonably determines that such proceedings, or the facts on which such proceedings would may be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY AGL upon institution of formal proceedings against AVIFthe Trust, its principal underwriterthe Adviser or any sub-adviser to the Trust, or its investment adviser the Distributor by the NASD, the SEC, or any state securities or insurance regulator department or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Sharesbody, if, in each case, LIFE COMPANY AGL reasonably determines that such proceedings, or the facts on which such proceedings would may be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYAGL, AGSI or the Subaccount Division corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAGL; or (e) upon termination of the corresponding SubaccountDivision's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY AGL if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY AGL reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY AGL if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY AGL reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY American Enterprise Life or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAmerican Enterprise Life's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY American Enterprise Life upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY American Enterprise Life reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYAmerican Enterprise Life, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAmerican Enterprise Life; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY American Enterprise Life if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY American Enterprise Life reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY American Enterprise Life if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY American Enterprise Life reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY American Enterprise Life cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six one (61) months year advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF LIFE Company if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY provided, however, that such a termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by LIFE COMPANY to the Fund; (c) at the option of the Fund upon institution of formal proceedings processing against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund Portfolio with respect to which the Agreement is to be terminated; or (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFthe Fund, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's obligations under this Agreement or related to the operation or management of AVIF the applicable Portfolio or the purchase of AVIF Sharesthe applicable Portfolios, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund Portfolio with respect to which the Agreement is to be terminated; or (de) at the option of any Party party in the event that (i) the Funda Portfolio's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund applicable Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or fails to comply with the diversification requirements of Section 817(h) of the Code or such requirements under successor or similar provisions or if LIFE COMPANY Life Company reasonably believes that the applicable Portfolio may so cease to qualify or comply and, in each case, the Fund may fail upon written request fails to so qualifyprovide reasonable assurance that it will take action to cure or correct such failure; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of or if Fund reasonably believes the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) applicable Contracts may so cease to qualify, or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state lawlaw and, in each case, LIFE COMPANY upon written request fails to provide reasonable assurance that it will take action to cure or correct such failure; or (h) at the option of the Fund by written notice to LIFE COMPANY, if the Fund shall determine in its sole judgment exercised in good faith, that LIFE COMPANY and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Fund and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Adviser and/or its affiliated companies has suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of either party upon a determination by a majority of the Fund's Board of Directors, or a majority of the Fund's disinterested directors, that an irreconcilable material conflict exists among the interests of: (1) all contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund; or (l) at the option of any party upon another Partyparty's material breach of any provision of this Agreement; or (m) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) or upon the receipt of a substitution order by the SEC to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. LIFE COMPANY will give at least 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares; or (n) at the option of the Fund if it suspends or terminates the offering of Shares of the applicable Portfolio to all Participating Insurance Companies or only designated Participating Insurance Companies, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Fund acting in good faith, suspension or termination is necessary in the best interests of the shareholders of the applicable Portfolio (it being understood that "shareholders" for this purpose shall mean Participants), such notice effective immediately upon receipt of written notice, it being understood that a lack Participating Insurance Companies interest in the applicable Portfolio may be grounds for a suspension or termination as to such Portfolio.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be PA-GOLDENAM.AGR 082001 (1) rgr 15 based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF LIFE Company if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY provided, however, that such a termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by LIFE COMPANY to the Trust; (c) at the option of the Trust upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF the Trust reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund Portfolio with respect to which the Agreement is to be terminated; or (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFthe Trust, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Trust's obligations under this Agreement or related to the operation or management of AVIF the applicable Portfolio or the purchase of AVIF Sharesthe applicable Portfolios, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund Portfolio with respect to which the Agreement is to be terminated; or (de) at the option of any Party party in the event that (i) the Funda Portfolio's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (ef) upon termination of the corresponding Subaccount's investment in the Fund pursuant subject to Section 5 hereof; or (f4.1(a) above, at the option of LIFE COMPANY if the Fund applicable Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with the diversification requirements of Section 817(h) of the Code or with such requirements under successor or similar provisions, provisions or if LIFE COMPANY Life Company reasonably believes that the Fund applicable Portfolio may fail so cease to so comply; qualify or (hg) subject to Section 4.1(a) above, at the option of AVIF the Trust if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of or if Trust reasonably believes the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) applicable Contracts may so cease to qualify, or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state lawlaw and, in each case, LIFE COMPANY upon written request fails to provide reasonable assurance that it will take action to cure or correct such failure; or (h) at the option of the Trust by written notice to LIFE COMPANY, if the Trust shall determine in its sole judgment exercised in good faith, that LIFE COMPANY and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) at the option of LIFE COMPANY by written notice to the Trust, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Trust and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) at the option of LIFE COMPANY by written notice to the Trust, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Adviser and/or its affiliated companies has suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of either party upon a determination by a majority of the Trust's Board of Directors, or a majority of the Trust's disinterested directors, that an irreconcilable material conflict exists among the interests of: (1) all contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Trust; or (l) at the option of any party upon another Partyparty's material breach of any provision of this Agreement; or (m) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) or upon the receipt of a substitution order by the SEC to substitute the shares of another investment company for the corresponding Trust shares in accordance with the terms of the Contracts for which those Trust shares had been selected to serve as the underlying investment media. LIFE COMPANY will give at least 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or (n) at the option of the Trust if it suspends or terminates the offering of Shares of the applicable Portfolio to all Participating Insurance Companies or only designated Participating Insurance Companies, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trust acting in good faith, suspension or termination is necessary in the best interests of the shareholders of the applicable Portfolio (it being understood that "shareholders" for this purpose shall mean Participants), such notice effective immediately upon receipt of written notice, it being understood that a lack of Participating Insurance Companies interest in the applicable Portfolio may be grounds for a suspension or termination as to such Portfolio.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably reasons determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminateddeterminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyParty, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY an Insurance Company or its their affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's an Insurance Company’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY the Insurance Companies upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY the Insurance Companies reasonably determines determine that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYan Insurance Company, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYan Insurance Company; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY the Insurance Companies if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY the Insurance Companies reasonably believes believe that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY the Insurance Companies if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY the Insurance Companies reasonably believes believe that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY the Insurance Companies cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY AIG or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAIG's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY AIG upon institution of formal proceedings against AVIF, its principal underwriterAIG Equity, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY AIG reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYAIG, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAIG; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY AIG if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY AIG reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY AIG if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY AIG reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY AIG cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Fortis Benefits or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Fortis Benefits or its affiliates Fords Investors by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Fortis Benefits’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Fortis Benefits upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Fortis Benefits reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYFortis Benefits, Fortis Investors or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFortis Benefits; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio ceases to qualify as a RIC RTC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund may fail Portfolio is in imminent danger of failing to so qualify; or (gh) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so comply; or (hi) at the option of AVIF Fortis Benefits if Fortis Benefits reasonably believes that any change in a Fund’s investment adviser or investment practices will materially increase the Contracts issued risks incurred by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this AgreementFortis Benefits.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFSMFI's obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Fortis Benefits or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this agreement is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Fund shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Fortis Benefits or its affiliates Fortis Investors by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Fortis Benefits’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Fortis Benefits upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Fortis Benefits reasonably determines that such proceedings, or the facts on which such proceedings would be based, . have a material likelihood of imposing material adverse consequences on LIFE COMPANYFortis Benefits, Fortis Investors or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFortis Benefits; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so qualify; or (gh) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so comply; or (hi) at the option of AVIF Fortis Benefits if Fortis Benefits reasonably believes that any change in a Fund’s investment adviser or investment practices will materially increase the Contracts issued risks incurred by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this AgreementFortis Benefits.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF (IVIF), its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIF (IVIF)’s obligations under this Agreement or related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Fortis Benefits or without cause with respect to the Fund, Adviser upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this agreement is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Fund shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Fortis Benefits or its affiliates Fortis Investors by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYFortis Benefits's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Fortis Benefits upon institution of formal proceedings against AVIF, its principal underwriter, the Fund or its investment adviser Adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's or Adviser's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Fortis Benefits reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material reasonable likelihood of imposing material adverse consequences on LIFE COMPANYFortis Benefits, Fortis Investors or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFortis Benefits; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so qualify; or (gh) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so comply; or (hi) at the option of AVIF Fortis Benefits if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fortis Benefits reasonably believes that any change in a Fund's noncompliance with Section 817(h) investment adviser or Subchapter M of investment practices will materially increase the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreementrisks incurred by Fortis Benefits.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief (i.e., a substitution order) from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, AIM or its the Fund's investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts Policies issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts policies under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where such registration is required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyAVIF, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or at the option LIFE COMPANY, with or without cause with respect to the Fund, upon ninety (90) days advance written notice to the other parties, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyParty, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SECParties, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF FAIP upon institution of formal proceedings against LIFE COMPANY Company or any of its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYCompany's obligations under this Agreement or related to the sale of the Contracts, the operation of each any Account, or the purchase of Shares, if, in each case, AVIF FAIP reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Company upon institution of formal proceedings against AVIFFAIP, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFFAIP's obligations under this Agreement or related to the operation or management of AVIF FAIP or the purchase of AVIF Fund Shares, if, in each case, LIFE COMPANY Company reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYCompany, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Company if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY the Company reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code qualify or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Distributor upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Distributor reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (c) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, Distributor, or its investment adviser their affiliates by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s, Distributor’s, or affiliate’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Separate Account, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (e) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or if LIFE COMPANY the Insurer reasonably believes that the Fund Portfolio may fail to so qualifycomply; or (g) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h17(h) of the Code or with successor or similar provisions, provisions or if LIFE COMPANY the Insurer reasonably believes that the Fund Portfolio may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease any party to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registeredthis Agreement, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's party’s failure to cure a material breach of any provision of this Agreement within thirty (30) days after written notice thereof; or (i) at the option of the Insurer upon receipt of any necessary regulatory approvals and/or the vote of owners of Contracts having an interest in the Separate Account to substitute the shares of another investment company for shares of the corresponding Portfolio in accordance with the terms of the Contracts for which those Portfolio shares serve as underlying funding media. The Insurer will give thirty (30) days’ prior written notice to the Distributor of the date of any proposed vote or other action taken to substitute shares of the Portfolio; or (j) at the option of the Fund, the Adviser or the Distributor by written notice to the Insurer, if the Fund, the Adviser, and/or the Distributor shall conclude, in their sole judgment exercised in good faith, that the Insurer has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of the Insurer by written notice to the Fund, if the Insurer shall conclude, in its sole judgment exercised in good faith, that the Fund, Adviser, or Distributor has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or (l) upon the assignment of this Agreement, unless made with the written consent of each party hereto.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) at the option of Insurer if Insurer reasonably believes that any change in a Fund's investment adviser or investment practices will materially increase the risks incurred by Insurer; or (j) at the option of the Insurer, upon another Party's material the breach of any material provision of this Agreement by the Fund, Adviser or Distributor, which breach has not been cured to the satisfaction of the Insurer within ten days after written notice of such breach is delivered to the breaching party; or (k) at the option of Fund, upon the Insurer's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of Fund within ten days after written notice of such breach is delivered to the Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriterAIM, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's or AIM's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon six (6) months at least sixty days' advance written notice to the other partiesParties, or, or if later, upon the receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed to in writing by a separate written agreement among the partiesParties; or (b) at the option of AVIF the Fund upon (i) at least sixty days' advance written notice to the other Parties, and (ii) approval by (1) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (2) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions); or (c) at the option of the Fund, upon receipt of the written notice to the other Parties by the Fund, upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines in good faith that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Portfolio to be terminated; or (d) at the option of Insurer, upon receipt of the written notice to the other Parties by the Insurer, upon institution of formal proceedings against the Fund, Adviser, or Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding the Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of the Fund or the purchase of Fund shares, if, in each case, Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on Insurer, Contracts Distributor or the Fund with respect Division corresponding to which the Agreement is Portfolio to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (de) at the option of any Party Party, upon receipt of the written notice to the other Parties, in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer, upon receipt of the written notice to the other Parties by the Insurer, if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer, upon receipt of the written notice to the other Parties by the Insurer, if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) at the option of Insurer, upon another Partyreceipt of the written notice to the other Parties by the Insurer, if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least ninety days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY COMPANY, or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six sixty (660) months days’ advance written notice delivered to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF or AIM upon institution of formal proceedings against LIFE COMPANY Prudential or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Prudential’s obligations under this Agreement or related to the sale of the ContractsPolicies, the operation of each Account, or the purchase of Shares, if, in each case, AVIF or AIM reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Prudential upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Prudential reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYPrudential, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYPrudential; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Prudential if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Prudential reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Prudential if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Prudential reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF or AIM if the Contracts Policies issued by LIFE COMPANY Prudential cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts Policies are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement; or (j) at the option of either party upon six (6) months’ advance written notice.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFSMFI's obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h817W) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six ninety (690) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFSMFI's obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccountan Account's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 7.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon six (6) months at least 180 days advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by a majority of the disinterested Directors upon a reasonable good faith finding that a continuation of this Contract would have a material adverse impact on the Fund, or a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 12 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates Insurer by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, Insurer or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 6 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 6.3 below, this Agreement will terminate as to a Fund: (a) at the option of any partyeither LIFE COMPANY, with A I M or without cause with respect to the Fund, upon six (6) months sixty days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or; (b) at the option of LIFE COMPANY, upon one week advance written notice to A I M and the Fund, if Fund shares are not available for any reason to meet the requirement of Contracts as determined by LIFE COMPANY. (c) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or; (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or; (de) at upon the option determination of any Party in the event that (i) Accounts to substitute for the Fund's Shares are not registered and, in all material respects, issued and sold shares the shares of another investment company in accordance with the terms of the applicable Contracts. LIFE COMPANY will give 60 days written notice to the Fund and A I M of any applicable federal decision to replace the Fund's shares; (f) upon assignment of this Agreement, unless made with the written consent of all other parties hereto; (g) if Fund shares are not registered, issued or state law, sold in conformance with Federal law or (ii) such law precludes the use of such Shares Fund shares as an underlying investment medium of the for Contracts issued or to be issued by LIFE COMPANY; or. Prompt notice shall be given by the appropriate party should such situation occur; (eh) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or; (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (hi) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, and in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (ij) upon another Party's material breach of any provision of this Agreement, provided the breaching party is given five days notice of the breach and a reasonable opportunity to cure.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyAVIF or Prudential upon the approval by (i) a majority of the Disinterested Directors, with or without cause with respect (ii) a majority vote of the Shares of the affected Fund that are held in the corresponding Subaccount of an Account (pursuant to the Fundprocedures set forth in Section 10 of this Agreement for voting Shares in accordance with Participant instructions); provided, upon however, that the approvals described in clauses (i) and (ii) above shall not be required if (1) the aggregate account value under the Policies is less than one million dollars ($1,000,000,000) at the date the notice of termination is delivered, and (2) thirty-six (636) full calendar months advance written notice to have expired following the other parties, or, if later, upon receipt of date the first Policy invested in any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesFund; or (b) at the option of AVIF or AIM upon institution of formal proceedings against LIFE COMPANY Prudential or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYPrudential's obligations under this Agreement or related to the sale of the ContractsPolicies, the operation of each Account, or the purchase of Shares, if, in each case, AVIF or AIM reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Prudential upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Prudential reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYPrudential, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYPrudential; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Prudential if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Prudential reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Prudential if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Prudential reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF or AIM if the Contracts Policies issued by LIFE COMPANY Prudential cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts Policies are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement; or (j) at the option of either party upon six (6) months' advance written notice.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Company or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAmerican Partners Life's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Company upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Company reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYCompany, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Company if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Company reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Company if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Company reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Company cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's 'S obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.'s

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon six (6) months at least sixty days advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the Disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates Insurer by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, Insurer or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Fortis Benefits or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this agreement is contrary to the best interests of the Fund, or (y)' a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Fund shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Fortis Benefits or its affiliates Fortis Investors by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYFortis Benefits's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences oh the Portfolio to be terminated; or (d) at the option of Fortis Benefits upon institution of formal proceedings against the Fund, Adviser, or Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding the Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of the Fund or the purchase of Fund shares, if, in each case, Fortis Benefits reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on Fortis Benefits, Fortis Investors or the Fund with respect Division corresponding to which the Agreement is Portfolio to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFortis Benefits; or (ef) upon termination of the corresponding SubaccountDivision's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so qualify; or (gh) at the option of LIFE COMPANY Fortis Benefits if the Fund Portfolio fails to comply with Section 817(h) of the tge Code or with successor or similar provisions, or if LIFE COMPANY Fortis Benefits reasonably believes that the Fund Portfolio may fail to so comply; or (hi) at the option of AVIF Fortis Benefits if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fortis Benefits reasonably believes that any change in a Fund's noncompliance with Section 817(h) investment adviser or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreementinvestment practices will materially increase the- risks incurred by Fortis Benefits.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six three (63) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with the Company or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates the Company by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's the Company’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY the Company upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY the Company reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, the Company or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYthe Company; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY the Company if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY the Company if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of the Company if the Company reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by the Company.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyAVIF or LBL upon the approval by (i) a majority of the Disinterested Trustees, with or without cause with respect (ii) a majority vote of the Shares of the affected Fund that are held in the corresponding Subaccount of an Account (pursuant to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt procedures set forth in Section 10 of any required exemptive relief from the SEC, unless otherwise agreed to this Agreement for voting Shares in writing by the partiesaccordance with Participant instructions); or (b) at the option of AVIF or AIM upon institution of formal proceedings against LIFE COMPANY LBL or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYLBL's obligations under this Agreement or related to the sale of the ContractsPolicies, the operation of each Account, or the purchase of Shares, if, in each case, AVIF or AIM reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY LBL upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY LBL reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYLBL, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYLBL; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY LBL if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY LBL reasonably believes that the Fund may fail to so qualify; or; (g) at the option of LIFE COMPANY LBL if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisionsprovisions (other than by reason of the failure of the Policies issued by LBL to qualify as annuity or life insurance contracts under the Code, or the failure of any Account or Policy to meet the definition of "segregated asset account" or "variable contract"; respectively, within the meaning of the Code), or if LIFE COMPANY LBL reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF or AIM if the Contracts Policies issued by LIFE COMPANY LBL cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts Policies are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, Party upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY MLLIC or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYMLLIC's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY MLLIC upon institution of formal proceedings against AVIF, its principal underwriterAIM, or its investment adviser their respective affiliates by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's or AIM's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY MLLIC reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYMLLIC, the Accounts, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYMLLIC; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY MLLIC if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY MLLIC reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY MLLIC if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY MLLIC reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY MLLIC cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's failure to cure a material breach of any provision of this Agreement.Agreement within thirty (30) days after written notice thereof; or (j) at the option of MLLIC upon receipt of any necessary regulatory approvals to substitute the shares of another investment company for Shares of the corresponding Fund in

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY AGAIC or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAGAIC's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY AGAIC upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY AGAIC reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYAGAIC, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAGAIC; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY AGAIC if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY AGAIC reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY AGAIC if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY AGAIC reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY AGAIC cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY IDS Life of New York or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYIDS Life of New York's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY IDS Life of New York upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY IDS Life of New York reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYIDS Life of New York, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYIDS Life of New York; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY IDS Life of New York if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY IDS Life of New York reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY IDS Life of New York if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY IDS Life of New York reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY IDS Life of New York cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six one (61) months year's advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Sun Life or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYSun Life's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Sun Life upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Sun Life reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYSun Life, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYSun Life; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Sun Life if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Sun Life reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Sun Life if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Sun Life reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Sun Life cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement; or (j) at the option of Sun Life or AVIF upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the account (or any Subaccount) to substitute the shares of another investment for the corresponding AVIF Shares in accordance with the terms of the Contracts for which those Shares had been selected to serve as the underlying investment media. Sun Life will give thirty (30) days' prior written notice to AVIF of the date of any proposed vote or other action taken to replace the AVIF Shares; or (k) at the option of Sun Life, if Sun Life determines in its sole judgment exercised in good faith, that either AVIF or AVIF's investment adviser has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of Sun Life; or (l) at the option of AVIF, if AVIF determines in its sole judgment exercised in good faith, that Sun Life has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of AVIF.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY American Centurion Life or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYAmerican Centurion Life's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY American Centurion Life upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY American Centurion Life reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYAmerican Centurion Life, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAmerican Centurion Life; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY American Centurion Life if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY American Centurion Life reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY American Centurion Life if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY American Centurion Life reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY American Centurion Life cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes reasonablybelieves that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Company or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYCompany's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Company upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Company reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYCompany, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Company if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Company reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Company if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Company reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Company cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six ninety (690) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's SMFI’s obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's an Account’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Guardian or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Guardian’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Guardian upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's ’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Guardian reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYGuardian, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYGuardian; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Guardian if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Guardian reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Guardian if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Guardian reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Guardian cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF (IVIF) upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF (IVIF) reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF (IVIF), its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIF (IVIF)‘s obligations under this Agreement or related to the operation or management of AVIF (IVIF) or the purchase of AVIF (IVIF) Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF (IVIF) if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least one hundred twenty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Division of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY Insurer or its affiliates Contracts Distributor by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's Insurer’s obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's the Fund’s, Adviser’s or Distributor’s obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYInsurer, Contracts Distributor or the Subaccount Division corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the Fund's Shares Portfolio’s shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's Division’s investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach at the option of Insurer if Insurer reasonably believes that any provision of this Agreementchange in a Fund’s investment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with or without cause with respect to the Fundcause, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF LIFE Company if shares of a Portfolio are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY provided, however, that such a termination shall apply only to the Portfolio(s) not available. Prompt written notice of the election to terminate for such cause shall be furnished by LIFE COMPANY to the Fund; (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund Portfolio with respect to which the Agreement is to be terminated; or (cd) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFthe Fund, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's obligations under this Agreement or related to the operation or management of AVIF the applicable Portfolio or the purchase of AVIF Sharesthe applicable Portfolios, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund Portfolio with respect to which the Agreement is to be terminated; or (de) at the option of any Party party in the event that (i) the Funda Portfolio's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (ef) upon termination of the corresponding Subaccount's investment in the Fund pursuant subject to Section 5 hereof; or (f4.1(a) above, at the option of LIFE COMPANY if the Fund applicable Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, provisions or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with the diversification requirements of Section 817(h) of the Code or with such requirements under successor or similar provisions, provisions or if LIFE COMPANY Life Company reasonably believes that the Fund applicable Portfolio may fail so cease to so qualify or comply; or (hg) subject to Section 4.1(a) above, at the option of AVIF the Fund if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of or if Fund reasonably believes the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) applicable Contracts may so cease to qualify, or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state lawlaw and, in each case, LIFE COMPANY upon written request fails to provide reasonable assurance that it will take action to cure or correct such failure; or (h) at the option of the Fund by written notice to LIFE COMPANY, if the Fund shall determine in its sole judgment exercised in good faith, that LIFE COMPANY and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Fund and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) at the option of LIFE COMPANY by written notice to the Fund, if LIFE COMPANY shall determine in its sole judgment exercised in good faith, that the Adviser and/or its affiliated companies has suffered a material adverse change in its business operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (k) at the option of either party upon a determination by a majority of the Fund's Board of Directors, or a majority of the Fund's disinterested directors, that an irreconcilable material conflict exists among the interests of: (1) all contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund; or (l) at the option of any party upon another Partyparty's material breach of any provision of this Agreement; or (m) with respect to any Account, upon requisite vote of the Contract owners having an interest in that Account (or any subaccount) or upon the receipt of a substitution order by the SEC to substitute the shares of another investment company for the corresponding Fund shares in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. LIFE COMPANY will give at least 30 days' prior written notice to the Fund of the date of any proposed vote to replace the Fund's shares; or (n) at the option of the Fund if it suspends or terminates the offering of Shares of the applicable Portfolio to all Participating Insurance Companies or only designated Participating Insurance Companies, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Fund acting in good faith, suspension or termination is necessary in the best interests of the shareholders of the applicable Portfolio (it being understood that "shareholders" for this purpose shall mean Participants), such notice effective immediately upon receipt of written notice, it being understood that a lack of Participating Insurance Companies interest in the applicable Portfolio may be grounds for a suspension or termination as to such Portfolio.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with AVIF or without cause with respect LIFE COMPANY upon the approval by (i) a majority of the Disinterested Directors or (ii) a majority vote of the Shares of the affected Fund that are held in the corresponding Subaccount of an Account (pursuant to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt procedures set forth in Section 10 of any required exemptive relief from the SEC, unless otherwise agreed to this Agreement for voting Shares in writing by the partiesaccordance with Participant instructions); or (b) at the option of AVIF or AIM upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the ContractsPolicies, the operation of each Account, or the purchase of Shares, if, in each case, AVIF or AIM reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisionsprovisions (other than by reason of failure of the Policies issued by LIFE COMPANY to qualify as annuity or life insurance contracts under the Code, or the failure of any account or Policy to meet the definition of "segregated asset account" or "variable contract"; respectively, within the meaning of the Code) or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF or AIM if the Contracts Policies issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts Policies are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyANLIC, with the Distributor or without cause with respect to the Fund, Trust upon (i) at least six (6) months months' advance written notice to the other partiesParties, orand (ii) the approval by (x) a majority of the Disinterested Trustees or (y) a majority vote of the shares of the affected Fund that are held in the corresponding Divisions of the Separate Account (pursuant to the procedures set forth in Section 10 of this Agreement for voting Trust shares in accordance with Participant instructions); provided, however, that the approvals described in clauses (x) and (y) above shall not be required if later(1) the aggregate account value under the Contracts is less than $300 million at the date the notice of termination is delivered, upon receipt (2) the aggregate month-end account value under the Contracts has averaged less than $300 million for the 24 full calendar months immediately preceding the date the notice of any required exemptive relief from termination is delivered and (3) the SEC, unless otherwise agreed to in writing by notice of termination is delivered no earlier than the partiesend of the 60th full calendar month following the date the first Contract is issued; or (b) at the option of AVIF the Trust upon institution of formal proceedings against LIFE COMPANY or its affiliates ANLIC by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYANLIC's obligations duties under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Trust shares, if, in each case, AVIF the Trust reasonably determines that such proceedings, or the facts on which such proceedings would may be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY ANLIC upon institution of formal proceedings against AVIFthe Trust, its principal underwriterthe Adviser or any sub-adviser to the Trust, or its investment adviser the Distributor by the NASD, the SEC, or any state securities or insurance regulator department or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Sharesbody, if, in each case, LIFE COMPANY ANLIC reasonably determines that such proceedings, or the facts on which such proceedings would may be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or ANLICor the Subaccount Division corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYANLIC; or (e) upon termination of the corresponding SubaccountDivision's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY ANLIC if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY ANLIC reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY ANLIC if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY ANLIC reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six ninety (690) months days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY, or shares of that Fund that are not reasonably available to meet the requirements of the Contracts as determined by the LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a FundPortfolio: (a) at the option of any party, with Insurer or without cause with respect to the Fund, Distributor upon at least six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF the Fund upon (i) at least sixty days advance written notice to the other parties, and (ii) approval by (x) a majority of the disinterested Directors upon a finding that a continuation of this Contract is contrary to the best interests of the Fund, or (y) a majority vote of the shares of the affected Portfolio in the corresponding Subaccount of the Separate Account (pursuant to the procedures set forth in Section 11 of this Agreement for voting Trust shares in accordance with Participant instructions). (c) at the option of the Fund upon institution of formal proceedings against LIFE COMPANY or its affiliates Insurer by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYInsurer's obligations under this Agreement or related to the sale of the Contracts, the operation of each the Separate Account, or the purchase of Sharesthe Fund shares, if, in each case, AVIF the Fund reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is Portfolio to be terminated; or (cd) at the option of LIFE COMPANY Insurer upon institution of formal proceedings against AVIFthe Fund, its principal underwriterAdviser, or its investment adviser Distributor by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFthe Fund's, Adviser's or Distributor's obligations under this Agreement or related to the operation or management of AVIF the Fund or the purchase of AVIF SharesFund shares, if, in each case, LIFE COMPANY Insurer reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, Insurer or the Subaccount corresponding to the Fund with respect to which the Agreement is Portfolio to be terminated; or (de) at the option of any Party in the event that (i) the FundPortfolio's Shares shares are not registered and, in all material respects, issued and sold in accordance with any applicable state and federal or state law, law or (ii) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYInsurer; or (ef) upon termination of the corresponding Subaccount's investment in the Fund Portfolio pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY Insurer if the Fund Portfolio ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY Insurer if the Fund Portfolio fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Partyat the option of Insurer if Insurer reasonably believes that any change in a Fund's material breach of any provision of this Agreementinvestment adviser or investment practices will materially increase the risks incurred by Insurer.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF SMFI upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF SMFI reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFSMFI, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFSMFI's obligations under this Agreement or related to the operation or management of AVIF SMFI or the purchase of AVIF SMFI Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of LIFE COMPANY, if Shares of that Fund are not reasonably available to meet the requirements of the Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless SMFI makes available a sufficient number of Shares to meet the requirements of the Contracts within said ten-day period; (e) at the option of any Party in the event that (i) the Fund's Shares are not registered registered, where required, and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (ef) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (fg) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (gh) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, as applicable, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (hi) at the option of AVIF SMFI if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (ij) upon another Party's material breach of any provision of this Agreement; or (k) by either SMFI or Carillon by written notice to the LIFE COMPANY, if either one or both of SMFI or Carillon respectively, shall determine, in their sole judgment exercised in good faith, that the LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is subject to material adverse publicity; or (l) by the LIFE COMPANY by written notice to the SMFI and Carillon, if the LIFE COMPANY shall determine, in its sole judgment exercised in good faith, that either SMFI or Carillon has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is subject to material adverse publicity.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6six(6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against SECURITY LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYSECURITY LIFE's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of SECURITY LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, SECURITY LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYSECURITY LIFE, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYSECURITY LIFE; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of SECURITY LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if SECURITY LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of SECURITY LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if SECURITY LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by SECURITY LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's Subaccount investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar Similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement; or (k) at the option of the LIFE COMPANY in the event A I M Advisors, Inc. terminates the Administrative Services Agreement between A I M Advisors, Inc. and the LIFE COMPANY, for any reason.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASDFINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's ’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIFAVIF , its principal underwriter, or its investment adviser by the NASDFINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's AVIF ‘s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's ’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's ’s investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's ’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's ’s material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered where required and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY Nationwide or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANYNationwide's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY Nationwide upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY Nationwide reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANYNationwide, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYNationwide; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY Nationwide if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY Nationwide reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY Nationwide if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY Nationwide reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY Nationwide cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.

Events of Termination. Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any partyParty, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other partiesParties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the partiesParties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement.