Term Termination 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2. This Agreement shall terminate in accordance with the following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon 180 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company or the Trust, if Fund shares are not reasonably available to meet the requirements of the Variable Contracts. Prompt notice of election to terminate shall be furnished by the Company. The termination will be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Fund shares to reasonably meet the requirements of the Variable Contracts within the ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust, the Distributor or Adviser by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s, the Distributor’s or the Adviser’s ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, the Distributor or the Adviser, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Trust with said termination to be effective upon receipt of notice; (e) At the option of the Company, in the event the Trust’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective immediately upon notice to the Trust; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to the Company; (j) At the option of the Company in the event that any Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that any Fund may fail to so qualify. Termination shall be effective immediately upon notice to the Trust; (k) At the option of the Company in the event that any Fund fails to meet the diversification requirements specified in Article II hereof or if the Company reasonably believes that any Fund may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the Trust; and (l) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, the Distributor and the Adviser, termination shall be effective immediately upon such occurrence without notice. 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust shall, at the option of the Company, continue to make available additional Fund shares, as provided below, for so long as the Company desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (“Existing Contracts”). Specifically, without limitation, if the Company so elects to make additional Fund shares available, the owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement, the Company, as promptly as is practicable under the circumstances, shall notify the Trust, the Distributor and the Adviser whether the Company elects to continue to make Fund shares available after such termination. If Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 10.4. Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to the Company’s assets held in the Separate Accounts or invested directly), and the Company shall not prevent Variable Contract owners from allocating payments to a Fund that was otherwise available under the Variable Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.
Vendor’s Termination If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall provide written notice to TIPS specifying the default (“Notice of Default”). If TIPS does not cure such default within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.
Extension of Termination Date (a) The Company may, by delivering a request to extend the Termination Date (an “Extension Request”) to the Agent (who shall promptly deliver a copy to each of the Banks), not more than 45 days and not less than 30 days in advance of any anniversary of the Closing Date prior to the Termination Date (such anniversary date, the “Relevant Anniversary Date”), request that the Banks extend the Termination Date in effect at such time (the “Existing Termination Date”) to the first anniversary of such Existing Termination Date. Each Bank, acting in its sole discretion, shall, by written notice to the Agent given not later than the date that is the 15th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Agent in writing whether or not such Bank agrees to the requested extension. Each Bank that advises the Agent that it will not extend the Existing Termination Date is referred to herein as a “Non-extending Bank”; provided that any Bank that does not advise the Agent of its consent to such requested extension by the Response Date and any Bank that is a Defaulting Bank on the Response Date shall be deemed to be a Non-extending Bank. The Agent shall notify the Company, in writing, of the Banks’ elections promptly following the Response Date. The election of any Bank to agree to such an extension shall not obligate any other Bank to so agree. The Termination Date may be extended no more than three times pursuant to this subsection 2.22. (b) If, by the Response Date, Banks holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-extending Banks, then the Existing Termination Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Termination Date in effect prior to such extension. (c) If (and only if), by the Response Date, Banks holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Termination Date (each such consenting Bank, an “Extending Bank”), then effective as of the Relevant Anniversary Date, the Termination Date for such Extending Banks shall be extended to the first anniversary of the Existing Termination Date (subject to satisfaction of the conditions set forth in subsection 2.22(e)). In the event of such extension, the Commitment of each Non-extending Bank shall terminate on the Existing Termination Date in effect for such Non-extending Bank prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Bank shall become due and payable on such Existing Termination Date and, subject to subsection 2.22(d), the total Commitments hereunder shall be reduced by the Commitments of the Non-extending Banks so terminated on such Existing Termination Date. (d) In the event of any extension of the Existing Termination Date pursuant to subsection 2.22(c), the Company shall have the right on or before the Relevant Anniversary Date, at its own expense, to require any Non-extending Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 10.6) all its interests, rights (other than its rights to payments pursuant to subsection 2.13, subsection 2.14, subsection 2.15 or subsection 10.5 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Bank by the Company, which may include any existing Banks (each a “Replacement Bank”); provided that (i) such Replacement Bank, if not already a Bank hereunder, shall be subject to the approval of the Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Agent or the Issuing Banks would be required to effect an assignment under subsection 10.6(d), (ii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Relevant Anniversary Date) and (iii) such Replacement Bank shall pay to such Non-extending Bank in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (e) As a condition precedent to each such extension of the Existing Termination Date pursuant to subsection 2.22(c), the Company shall deliver to the Agent a certificate of the Company dated as of the effective date of such extension signed by a Responsible Officer of the Company certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects (and in all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case, such representations and warranties are accurate in all material respects as of such specific date, and (B) no Default exists. (f) For the avoidance of doubt, no consent of any Bank (other than the Extending Banks) shall be required for any extension of the Termination Date pursuant to this subsection 2.22 and the operation of this subsection 2.22 in accordance with its terms is not an amendment subject to subsection 10.1 (it being agreed the Agent and the Company, without the consent of any other Person, may make such modifications to the Loan Documents as the Agent and the Company reasonably determine to effect the provisions set forth in this subsection 2.22).
