Common use of TERMINATION; WITHDRAWAL OF OFFERING Clause in Contracts

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by any party upon 180 days’ prior written notice to the other parties. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIM, affiliates of ACIM, or the Issuer, which proceedings ACIM reasonably believes may have a material adverse impact on the ability of ACIM, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of ACIM, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of this Agreement shall not affect the Issuer’s obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s obligation to maintain the Accounts as set forth by this Agreement. Following termination, the obligation of ACIM to pay the Company the Administrative Services fee shall continue, as long as the Company continues to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 million.

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by any party upon 180 days’ ' prior written notice to the other parties. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of or shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIM, affiliates of ACIM, or the Issuer, which proceedings ACIM reasonably believes may have a material adverse impact on the ability of ACIM, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of ACIM, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s 's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of this Agreement shall not affect the Issuer’s 's obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s 's obligation to maintain the Accounts as set forth by this Agreement. Following termination, the obligation of ACIM to pay the Company the Administrative Services fee shall continue, as long as the Company continues to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 million.

TERMINATION; WITHDRAWAL OF OFFERING. This Any party may terminate this Agreement may be terminated by any with respect to such party upon 180 60 days’ ' prior written notice to the other parties. Notwithstanding the above; provided, the Issuer however, that each Fund reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIM, affiliates any of ACIM, the Funds or the IssuerCitiStreet, which proceedings ACIM reasonably the Company believes may will have a material adverse impact on the ability of ACIM, the Issuer or the Company or CitiStreet to perform its obligations under this Agreement or (B) in the judgment of ACIMthe Company, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditionsconditions or is otherwise provided in the fund prospectus or Statement of Additional Information. Notwithstanding the foregoing, this Agreement may be terminated immediately upon (i) termination by the trustee or other Plan representative of CitiStreet's right to provide Administrative Services to the Plan and the actual cessation by Company of providing such services, or (ii) a good faith determination by the Company that shares of any party as a result of the Funds are not being offered in conformity with the terms of this Agreement, the then current prospectus or applicable law, or (iii) any other breach of this Agreement by another a party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of this Agreement shall not affect the Issuer’s obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section 4 3 or provide compensation under Section 6 for Orders received by the Company prior to such termination and shall not affect the Issuer’s Funds' obligation to maintain the Accounts as set forth by this Agreementin the name of any Plan or any successor trustee or recordkeeper for such Plan. Following termination, the obligation of ACIM to pay the Company the shall not have any Administrative Services fee shall continue, as long as the Company continues payment obligation to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 millionCitiStreet.

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by any either party upon 180 days’ ' prior written notice to the other parties. Notwithstanding the above, the Issuer reserves the right, without upon less than 180 days' prior written notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIMDistributor, affiliates of ACIMDistributor, or the Issuer, which proceedings ACIM Distributor reasonably believes may have a material adverse impact on the ability of ACIMDistributor, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of ACIMDistributor, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s 's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Notwithstanding the foregoing, the Company may terminate this Agreement immediately: (1) upon written notice to Distributor based upon the Company's good faith determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; (ii) upon written notice to Distributor in the event that the 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 the Fund may fail to do so qualify; (iii) upon written notice to Distributor in the event that the Fund fails to meet the diversification requirements set forth in the Code; or (iv) upon 60 days' written notice to Distributor that the Company will substitute Fund shares with the shares of another investment company for the Contracts for which the Fund shares have been selected to serve as the underlying investment medium, subject to compliance with applicable regulations of the SEC. Termination of this Agreement shall not affect the Issuer’s obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section SECTION 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s 's obligation to maintain the Accounts as set forth by this Agreement. Following termination, the Distributor shall not have any Administrative Services payment obligation of ACIM to pay the Company (except for payment obligations accrued but not yet paid as of the Administrative Services fee shall continue, as long as the Company continues to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 milliondate).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by any either party upon 180 days’ ' prior written notice to the other parties. Notwithstanding the above, the Issuer reserves the right, without upon less than 180 days' prior written notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIM, affiliates of ACIM, or the Issuer, which proceedings ACIM reasonably believes may have a material adverse impact on the ability of ACIM, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of ACIM, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s 's counsel, violate any applicable federal or state law, rule, regulation or judicial order. Notwithstanding the foregoing, the Company may terminate this Agreement immediately: (1) upon written notice to ACIM based upon the Company's good faith determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; (ii) upon written notice to ACIM in the event that the 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 the Fund may fail to do so qualify; (iii) upon written notice to ACIM in the event that the Fund fails to meet the diversification requirements set forth in the Code; or (iv) upon 60 days' written notice to ACIM that the Company will substitute Fund shares with the shares of another investment company for the Contracts for which the Fund shares have been selected to serve as the underlying investment medium, subject to compliance with applicable regulations of the SEC. Termination of this Agreement shall not affect the Issuer’s obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s 's obligation to maintain the Accounts as set forth by this Agreement. Following termination, the ACIM shall not have any Administrative Services payment obligation of ACIM to pay the Company (except for payment obligations accrued but not yet paid as of the Administrative Services fee shall continue, as long as the Company continues to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 milliondate).

TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be terminated by any party upon 180 days’ prior written notice to the other parties. Notwithstanding the above, the Issuer reserves the right, without prior notice, to suspend sales of shares of any Fund, in whole or in part, or to make a limited offering of shares of any of the Funds in the event that (A) any regulatory body commences formal proceedings against the Company, ACIM, affiliates of ACIM, or the Issuer, which proceedings ACIM reasonably believes may have a material adverse impact on the ability of ACIM, the Issuer or the Company to perform its obligations under this Agreement or (B) in the judgment of ACIM, declining to accept any additional instructions for the purchase or sale of shares of any such Fund is warranted by market, economic or political conditions. Notwithstanding the foregoing, this Agreement may be terminated immediately (i) by any party as a result of any other breach of this Agreement by another party, which breach is not cured within 30 days after receipt of notice from the other party, or (ii) by any party upon a determination that continuing to perform under this Agreement would, in the reasonable opinion of the terminating party’s counsel, violate any applicable federal or state law, rule, regulation or judicial order. Termination of this Agreement shall not affect the Issuer’s obligation to furnish its shares for Contract owners who are The Guardian-SSA-Insurance.Mix January 29, 1998 invested in the Funds as of the date of termination (unless such further sale of Fund shares is proscribed by law, the The Guardian-SSA-Insurance.Mix January 29, 1998 Securities and Exchange Commission or other regulatory body) or the obligations of the parties to make payments under Section 4 for Orders received by the Company prior to such termination and shall not affect the Issuer’s obligation to maintain the Accounts as set forth by this Agreement. Following termination, the obligation of ACIM to pay the Company the Administrative Services fee shall continue, as long as the Company continues to provide the administrative services required hereunder. However, the obligation of ACIM to pay the Company the Administrative Services fee after termination shall be suspended for any month if the average aggregate amount invested in the Funds for such month is less than $10 million.