Common use of Modification of Contracts; Suspension or Restriction of Sales Clause in Contracts

Modification of Contracts; Suspension or Restriction of Sales. (a) FIRST GREAT-WEST may modify the terms of any Contract, to the extent permitted or required by applicable law. Any modification, other than a modification required to be made to conform the Contracts to a change in applicable law, shall be approved by SCHWAB, which approval shall not be unreasonably withheld. SCHWAB may, from time to time, propose modifications to the terms of any Contract, and FIRST GREAT-WEST agrees to implement any such modification in a timely manner, subject to FIRST GREAT-WEST's approval, which shall not be unreasonably withheld. Prior to implementation of any modification, the Parties must mutually agree on such change or changes and agree as to who will bear the costs associated with such change. (b) Upon 180 days' prior written notice, FIRST GREAT-WEST may suspend or restrict the sale of any Contract in any state or other jurisdiction, FIRST GREAT-WEST will effect such withdrawal in accordance with all applicable law. FIRST GREAT-WEST reserves the right to immediately withdraw any fixed annuity contract (or portion thereof) with respect to future sales where the declared interest rate, as determined by FIRST GREAT-WEST's usual and customary business practices, would be below that Contract's declared minimum guaranteed interest rate. In addition, notwithstanding any provision herein to the contrary, FIRST GREAT-WEST may refuse to sell any Contract to any applicant for any reason so long as such refusal does not violate any applicable state insurance law. FIRST GREAT-WEST shall communicate the reasons for any refusal to SCHWAB.

Modification of Contracts; Suspension or Restriction of Sales. (a) FIRST GREAT-WEST may modify the terms of any Contract, to the extent permitted or required by applicable law. Any modification, other than a modification required to be made to conform the Contracts to a change in applicable law, shall be approved by SCHWAB, which approval shall not be unreasonably withheld. SCHWAB may, from time to time, propose modifications to the terms of any Contract, and FIRST GREAT-WEST agrees to implement any such modification in a timely manner, subject to FIRST GREAT-WEST's approval, which shall not be unreasonably withheld. Prior to implementation of any modification, the Parties must mutually agree on such change or changes and agree as to who will bear the costs associated with such change. (b) Upon 180 days' prior written notice, FIRST GREAT-WEST may suspend or restrict the sale of any Contract in any state or other jurisdiction, FIRST GREAT-WEST will effect such withdrawal in accordance with all applicable law. FIRST GREAT-WEST reserves the right to immediately withdraw any fixed annuity contract (or portion thereof) with respect to future sales where the declared interest rate, as determined by FIRST GREAT-WEST's usual and customary business practices, would be below that Contract's declared minimum guaranteed interest rate. In addition, notwithstanding any provision herein to the contrary, FIRST GREAT-WEST may refuse to sell any Contract to any applicant for any reason so long as such refusal does not violate any applicable state insurance lawreason. FIRST GREAT-WEST shall communicate the reasons for any refusal to SCHWAB.