Common use of Termination; Amendment Clause in Contracts

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG Life. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life then outstanding to an entity with a rating, from Standard & Poor's Corporation ("S&P") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life as supported by this Agreement at the time of such transfer or sale: or c) upon the attainment by AIG Life of a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this Agreement, equivalent to or better than the rating of AIG Life as supported by this Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG Life. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life then outstanding to an entity with a rating, from Standard & Poor's Corporation ("S&P") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. the rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life as supported by this Agreement at the time of such transfer or sale: or c) upon the attainment by AIG Life of a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this Agreement, equivalent to or better than the rating of AIG Life as supported by this Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & Poor's Corporation ▇▇▇▇▇'▇ Investors Service, Inc. ("S&P▇▇▇▇▇'▇") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from ▇▇▇▇▇'▇ or if ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P ▇▇▇▇▇'▇ or if S&P ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & Poor's Corporation ▇▇▇▇▇’▇ Investors Service, Inc. ("S&P"“▇▇▇▇▇’▇”) or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P ▇▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from ▇▇▇▇▇’▇ or if ▇▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P ▇▇▇▇▇’▇ or if S&P ▇▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG Life. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life then outstanding to an entity with a rating, from Standard & Poor's Corporation ("S&P") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. the rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life as supported by this Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life of a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this Agreement, equivalent to or better than the rating of AIG Life as supported by this Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & Poor's Corporation ▇▇▇▇▇'▇ Investors Services, Inc. ("S&P▇▇▇▇▇'▇") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from ▇▇▇▇▇'▇ or if ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P ▇▇▇▇▇'▇ or if S&P ▇▇▇▇▇'▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this ----------- paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG Life. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall -------- ------- have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life then outstanding to an entity with a rating, from Standard & Poor's Corporation ("S&P") or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life as supported by this Agreement at the time of such transfer or sale: or c) upon the attainment by AIG Life of a rating, from S&P or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this Agreement, equivalent to or better than the rating of AIG Life as supported by this Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & Poor's Corporation M▇▇▇▇’▇ Investors Service, Inc. ("S&P"“M▇▇▇▇’▇”) or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from M▇▇▇▇’▇ or if M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P M▇▇▇▇’▇ or if S&P M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & PoorMoody's Corporation Investors Service, Inc. ("S&PMoody's") or if S&P shall not Moody's ▇▇▇▇▇ ▇ot make such a rating available from avail▇▇▇▇ ▇▇om a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P shall not make such a rating available from a substitute subs▇▇▇▇▇▇ agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from Moody's or if Moody's shall not make such a rating available from a subs▇▇▇▇▇▇ agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P Moody's or if S&P Moody's shall not make such a rating available from availab▇▇ ▇▇▇▇ a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.

Termination; Amendment. Subject to the limitations contained in this paragraph 5, AIG shall have the absolute right to terminate this Agreement upon 30 days written notice to AIG LifeSubsidiary. This Agreement may be amended at any time by written amendment or agreement signed by both parties subject to the limitations contained in this paragraph 5. Notwithstanding the amendment to or the termination of this Agreement, the obligations of AIG under paragraphs 1, 2 and 3 of this Agreement shall continue so long as any policy written prior to the termination of this Agreement is in force unless all policyholders of such policies consent in writing to the contrary; provided, however, that AIG shall have the right without the consent of any such policyholders to terminate this Agreement in the following circumstances: a) upon transfer of the entire book of business of AIG Life Subsidiary then outstanding to an entity with a rating, from Standard & Poor's Corporation for M▇▇▇▇’▇ Investors Service, Inc. ("S&P"“M▇▇▇▇’▇”) or if S&P shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the. rating of AIG Life as supported by this Agreement at the time of such transfer; b) upon transfer or sale of AIG Life to an entity with a rating, from S&P or if S&P M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at the time of such transfer; b) upon transfer or sale of Subsidiary to an entity with a rating, from M▇▇▇▇’▇ or if M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, equivalent to or better than the rating of Subsidiary as supported by the Agreement at the time of such transfer or sale: ; or c) upon the attainment by AIG Life Subsidiary of a rating, from S&P M▇▇▇▇’▇ or if S&P M▇▇▇▇’▇ shall not make such a rating available from a substitute agency which is a nationally recognized statistical rating organization, without consideration of the support provided by this the Agreement, equivalent to or better than the rating of AIG Life Subsidiary as supported by this the Agreement at such time.