Common use of Notice of Certain Proceedings and Other Circumstances Clause in Contracts

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or INVESCO AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and INVESCO AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF (IVIF) or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIF (IVIF)’s registration statement under the 1933 Act or AVIF (IVIF) Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF (IVIF) Prospectus that may affect the offering of Shares of AVIFAVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIF (IVIF)’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF (IVIF) and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF (IVIF) of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFAVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings against AVIF, AIM or the investment adviser to AVIF for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Variable Account's ’s registration statement under the 1933 Act relating to the Contracts or each Variable Account Prospectusprospectus, (ii) any request by the SEC for any amendment to such registration statement or Variable Account Prospectus prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Variable Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF FAIP will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFFAIP's registration statement under the 1933 Act or AVIF FAIP Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Fund Prospectus that may affect the offering of Shares of AVIFFAIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFFAIP's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF FAIP will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Company will immediately notify AVIF FAIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFFAIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii1i) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings against AVIF, AIM or the investment adviser to AVIF for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering offering, of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY JNL of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYJNL. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY JNL or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY JNL and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY Cova of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCova. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Cova will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Cova will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF SMFI will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's SMFIs registration statement under the 1933 Act or AVIF SMFI Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF SMFI Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFSMFI's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF SMFI will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF SMFI of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately promptly notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Variable Account's ’s registration statement under the 1933 Act relating to the Contracts or each Variable Account Prospectusprospectus, (ii) any request by the SEC for any amendment to such registration statement or Variable Account Prospectus prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Variable Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY Guardian of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYGuardian. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Guardian will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Guardian will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account ProspectusContract prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus Contract prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Variable Account's registration statement under the 1933 Act relating to the Contracts or each Variable Account Prospectusprospectus, (ii) any request by the SEC for any amendment to such registration statement or Variable Account Prospectus prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Variable Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF SMFI will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFSMFI's registration statement under the 1933 Act or AVIF SMFI Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF SMFI Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFSMFI's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF SMFI will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF SMFI of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any 8 circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF The Trust will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Trust's registration statement under the 1933 Act and the 1940 Act or AVIF the Trust Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF the Trust Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's SharesShares of any Portfolio, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF The Trust will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act or 1940 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or INVESCO AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and INVESCO AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFIvy Funds VIP's registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP's prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Variable Account's registration statement under the 1933 Act relating to the Contracts or each Variable Account Prospectusprospectus, (ii) any request by the SEC for any amendment to such registration statement or Variable Account Prospectus prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Variable Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF The Fund will immediately notify LIFE COMPANY the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act and the 1940 Act or AVIF Prospectus, the Fund's prospectus; (ii) any request by the SEC for any amendment to such registration statement or AVIF the Fund Prospectus that may affect the offering of Shares of AVIF, any Portfolio; (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, Shares of any Portfolio; or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances circumstance in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered andnot, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY The Fund will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) The Company will immediately notify the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Account's registration statement under the 1933 Act and the 1940 Act relating to the Contracts or each Account's prospectus; (ii) any request by the SEC for any amendment to such registration statement or the Account Prospectus that may affect the offering of Shares of any Portfolio; (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts; or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstance in which said interests are not registered and are not, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY and/or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer or Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer or Contracts Distributor, as appropriate, will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY Phoenix of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYPhoenix. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Phoenix or PEPCO will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Phoenix or PEPCO will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account PA-GOLDENAM.AGR 082001 (1) rgr 9 Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF Fund or Distributor will immediately notify LIFE COMPANY the Insurance Parties of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFFund's registration statement under the 1933 Act or AVIF Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Fund Prospectus that may affect the offering of Shares of AVIFa Fund, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFFund's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYthe Insurance Parties. AVIF Fund and Distributor will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY The Insurance Parties or its designated underwriter affiliate will immediately notify AVIF Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFFund, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY The Insurance Parties and its designated underwriter affiliate will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY Sun Life of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Sun Life will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Sun Life will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF SMFI will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFSMFI's registration statement under the 1933 Act or AVIF SMFI Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF SMFI Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFSMFI's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF SMFI will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF SMFI of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY INSURER of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYINSURER. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY INSURER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY INSURER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. . (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately Insurer and Contracts Distributor shall promptly notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (b) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF The Fund will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act and the 1940 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF the Fund Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's SharesShares of any Portfolio, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF The Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act or 1940 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAmerican Partners Life. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Company or AFSI will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company and AFSI will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the i)the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the iii)the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY Guardian of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYGuardian. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Guardian will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Guardian will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY LBL of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY LBL and/or the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY LBL will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (a1) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (b2) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect relates to the offering of Shares of AVIFFunds, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF Distributor or the Trust will immediately notify LIFE COMPANY USAA Life of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Trust's registration statement under the 1933 Act or AVIF the Trust Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFTrust Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Trust's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts or the Policies issued or to be issued by LIFE COMPANYUSAA Life. AVIF Distributor and the Trust will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY USAA Life will immediately notify AVIF the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each the Separate Account's or Life Insurance Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, or the Policies or the Life Insurance Separate Account Prospectus, respectively, (ii) any request by the SEC for any amendment to such registration statement statements or Account Prospectus that may affect the offering of Shares of AVIFProspectuses, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the ContractsContracts or the Life Insurance Separate Account interests pursuant to the Policies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY USAA Life will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will FIRST GREAT-WEST shall immediately notify LIFE COMPANY of SCHWAB of: (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued Contract or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account any Contract Prospectus, , (ii) any request by the SEC or other regulatory body for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, Contract Prospectus, (iii) the initiation of any proceedings for that purpose proceeding materially affecting the offering or for any other purpose relating sale of the Contracts or the ability of FIRST GREAT-WEST to the registration issue or offering of each Account's interests pursuant to the sell such Contracts, or , (iv) any other action actions or circumstances that may prevent the lawful offer or sale of said interests any of the Contracts in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal lawstate. LIFE COMPANY will FIRST GREAT-WEST shall make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) SCHWAB shall immediately notify FIRST GREAT-WEST of: (i) the issuance by any court or regulatory body of any order having a material effect with respect to SXXXXX'x ability to perform its obligations hereunder, (ii) the initiation of any proceeding materially affecting the offering or sale of the Contracts or the ability of SCHWAB to sell such Contracts, and (iii) any other actions or circumstances that may prevent the lawful offer or sale of any of the Contracts in any state. (c) SCHWAB shall notify FIRST GREAT-WEST within three (3) business days if it or any of its officers, directors, employees or registered representatives who are licensed to sell insurance and are appointed by FIRST GREAT-WEST is or becomes subject to any proceedings or is sanctioned or suspended (i) by the SEC or NASD, (ii) by any court for securities, insurance or financial institution law violations, or (iii) by any state regulatory authority. (d) In the case of an oral or written consumer or regulatory agency complaint, SCHWAB and FIRST GREAT-WEST shall notify the other within three (3) business days of receipt and shall coordinate and fully cooperate in responding to such complaints. SCHWAB and FIRST GREAT-WEST shall develop procedures to coordinate, investigate and respond to such complaints.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will The Company shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY ALNY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYALNY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY ALNY and/or the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY ALNY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and ADVISER will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances circumstances-that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF and ADVISER of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement statements under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFIvy Funds VIP's registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP's prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account ProspectusContract prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus Contract prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY Prudential of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Prudential will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Prudential will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify SECURITY LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) SECURITY LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. SECURITY LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF SMFI will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's SMFIs registration statement under the 1933 Act or AVIF SMFI Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF SMFI Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's SMFI’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF SMFI will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately promptly notify AVIF SMFI of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that mat may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer in writing of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY FG-WL&A of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFofAVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the ofthe Contracts issued or to be issued by LIFE COMPANY. FG-WL&A. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY FG-WL&Aor its designated underwriter affiliate will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares ofShares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY FG-WL&A and its designated underwriter affiliate will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any ifany such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF SMFI will immediately notify LIFE COMPANY INSURER of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFSMFI's registration statement under the 1933 Act or AVIF SMFI Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF SMFI Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFSMFI's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYINSURER. AVIF SMFI will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY INSURER will immediately notify AVIF SMFI of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFSMFI, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY INSURER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately The Distributor or the Fund shall promptly notify LIFE COMPANY USL of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYUSL. AVIF The Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately USL or AGSI shall promptly notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts Policies or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFprospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, including without limitation, any circumstances in which said interests are not registered and, and in all material respects, respects issued and sold in accordance with applicable state and federal law. LIFE COMPANY USL and AGSI will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY MLLIC of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIFs registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIFs Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYMLLIC. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY MLLIC will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY MLLIC will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order order, or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances circumstances-that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF and AIM of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop 10 14 order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately The Distributor or the Fund shall promptly notify LIFE COMPANY AGL of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYAGL. AVIF The Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately AGL or AGSI shall promptly notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts Policies or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFprospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, including without limitation, any circumstances in which said interests are not registered and, and in all material respects, respects issued and sold in accordance with applicable state and federal law. LIFE COMPANY AGL and AGSI will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account ProspectusContract prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus Contract prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distribution of' and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or 9 offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's Accounts registration statement under the 1933 Act relating to the Contracts or each Account ProspectusContract prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus Contract prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately Distributor or the Fund shall inm1ediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately Insurer shall inm1ediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY IDS Life of New York of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY IDS Life of New York will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY IDS Life of New York will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY ALNY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF A VIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYALNY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY ALNY and/or the Underwriter will immediately notify AVIF A VIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY ALNY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF IVIF or INVESCO will immediately notify LIFE COMPANY FKLA of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFIVIF's registration statement under the 1933 Act or AVIF IVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF IVIF Prospectus that may affect the offering of Shares of AVIFIVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFIVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYFKLA. AVIF IVIF and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY FKLA or the Underwriter will immediately notify AVIF IVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFIVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY FKLA and the Underwriter will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY AIG of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with PA-AIGNY.AGR 112097 (2) kb 11 applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYAIG. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY AIG will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY AIG will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY Prudential of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIPs registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIPs Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Prudential and the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any PAPRU.AGR 082996 (4) gc other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Prudential will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. Am.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY Glenbrook of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYGlenbrook. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Glenbrook and the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Glenbrook will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares , or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF The Fund will immediately notify LIFE COMPANY CITICORP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF the Fund Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's SharesShares of any Portfolio, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF The Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY CITICORP will immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY CITICORP will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY FG-WL&A of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. FG-WL&A. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY FG-WL&A or its designated underwriter affiliate will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY FG-WL&A and its designated underwriter affiliate will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY Prudential of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIFs registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIFs Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Prudential and the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Prudential will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's registration statement under the 1933 Act relating to the Contracts or each the 11 Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will immediately notify LIFE COMPANY IDS Life of New York of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) 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. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY IDS Life of New York will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY IDS Life of New York will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (a) IDS Life of New York will provide to AVIF or its designated agent at least one (1) complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities. (b) IDS Life of New York will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates A I M as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to IDS Life of New York in the manner required by Section 9 hereof. (c) Neither IDS Life of New York nor any of its affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF Prospectus contained therein, relating to Shares, as such registration statement and AVIF Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF; or (iii) in published reports for AVIF that are in the public domain and approved by AVIF for distribution; or (iv) in sales literature or other promotional material approved by AVIF, except with the express written permission of AVIF. (d) IDS Life of New York shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and neither AVIF nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. (e) For the purposes of this Section 4.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public,

Notice of Certain Proceedings and Other Circumstances. (a) AVIF (IVIF) or INVESCO will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIF (IVIF)’s registration statement under the 1933 Act or AVIF (IVIF) Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF (IVIF) Prospectus that may affect the offering of Shares of AVIFAVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIF (IVIF)’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF (IVIF) and INVESCO will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF (IVIF) of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFAVIF (IVIF), (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Fund's registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFthe Fund's Sharesshares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund's shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF will make every reasonable effort to prevent Distributor and the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Fund will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) Insurer and Contracts Distributor shall immediately notify the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order or similar order with respect to the Separate Account's registration statement under the 1933 Act relating to the Contracts or the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Separate Account Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Separate Account interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any, circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a1) AVIF Ivy Funds VIP or W&R will immediately notify LIFE COMPANY Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's Ivy Funds VIP’s registration statement under the 1933 Act or AVIF ProspectusIvy Funds VIP’s prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus Ivy Funds VIP prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Ivy Funds VIP Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYCompany. AVIF Ivy Funds VIP and W&R will make every reasonable effort to prevent the issuance, with respect to any FundPortfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b2) LIFE COMPANY Company will immediately notify AVIF Ivy Funds VIP of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Variable Account's ’s registration statement under the 1933 Act relating to the Contracts or each Variable Account Prospectusprospectus, (ii) any request by the SEC for any amendment to such registration statement or Variable Account Prospectus prospectus that may affect the offering of Shares shares of AVIFIvy Funds VIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to [page break] the registration or offering of each Variable Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY Phoenix of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANYPhoenix. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Phoenix or PEPCO will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Phoenix or PEPCO will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF will Distributor or the Fund shall immediately notify LIFE COMPANY Insurer of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's the Fund’s registration statement under the 1933 Act or AVIF the Fund Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFFund Prospectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Sharesthe Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund shares in any state or jurisdiction, including, without limitation, any circumstances in which (ax) such Shares the Fund’s shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, law or (by) 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. AVIF Distributor and the Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will Insurer and Contracts Distributor shall immediately notify AVIF the Fund of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, order or other similar order with respect to each the Separate Account's ’s registration statement under the 1933 Act relating to the Contracts or each the Separate Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's the Separate Account interests pursuant to the Contracts, or (iviii) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Insurer and Contracts Distributor will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF The Trust will immediately notify LIFE COMPANY Life Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFthe Trust's registration statement under the 1933 Act and the 1940 Act or AVIF the Trust Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF the Trust Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's SharesShares of any Portfolio, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered andand are not, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF The Trust will make every reasonable effort to prevent the issuance, with respect to any Fund, issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Life Company will immediately notify AVIF the Trust of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act or 1940 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFany Portfolio, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered andand are not, in all material respects, issued and sold in accordance with applicable state :;:ate and federal law. LIFE COMPANY Life Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF and/or AIM will immediately notify LIFE COMPANY Prudential of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's AVIFs registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's AVIPs Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal lawJaw, or (b) such law Jaw precludes the use of such Shares as an underlying investment medium of the Contracts Policies issued or to be issued by LIFE COMPANYPrudential. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY Prudential and the Underwriter will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar PA·PAUNJ.AGR 021297 (1) gc order with respect to each Account's registration statement under the 1933 Act relating to the Contracts Policies or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFProspectus, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the ContractsPolicies, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY Prudential will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Notice of Certain Proceedings and Other Circumstances. (a) AVIF or AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's ’s registration statement under the 1933 Act or AVIF AVIP Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF AVIP Prospectus that may affect the offering of Shares of AVIFAVIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's ’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF AVIP and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's ’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIFAVIP, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's ’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.