Common use of Further Termination Clause in Contracts

Further Termination. BGI may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of any Renewal Term in the event: (i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators ("KPIs"), each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by BGI or a direct result of a specific request by BGI, (c) a direct result of a specific request by a duly authorized agent of BGI, (d) caused by a third party other than an agent of the Bank or (e) the result of an agreement by the Parties; (ii) of a material breach of a material provision of the Agreement; (iii) the Boards of the Portfolios vote to liquidate the Portfolios and terminate the Portfolios' respective registration statements with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolios or the Portfolios' investment adviser; (iv) BGI terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; or (v) BGI may terminate this Agreement if the Administration Agreement between BGI and MIP and the Administration Agreement between BGI and BGIF are terminated and no successor agreements between BGI and MIP and/or BGIF for the provision of administrative services are subsequently executed within 90 days after the termination of the Administration Agreement between BGI and MIP and the Administration Agreement between BGI and BGIF; provided that BGI shall not exercise its rights under subsections (c)(i) or (ii) above unless BGI has first provided written notice to the Bank of its intent to terminate under such subsection, and the Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to BGI, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in all material respects to the reasonable satisfaction of BGI, within thirty (30) days of presenting such plan to BGI.

Further Termination. BGI may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of any Renewal Term in the event: (i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators ("KPIs")Indicators, each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by BGI or a direct result of a specific request by BGI, (c) a direct result of a specific request by a duly authorized agent of BGI, (d) caused by a third party other than an agent of the Bank or (e) the result of an agreement by the Parties; (ii) of a material breach of a material provision of the Agreement; (iii) the Boards of the Portfolios vote to liquidate the Portfolios and terminate the Portfolios' ’ respective registration statements with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolios a Portfolio or the Portfolios' ’ investment adviser; (iv) BGI terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; or (v) BGI may terminate this Agreement if the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF are terminated and no successor agreements between BGI and MIP and/or BGIF for the provision of administrative services are subsequently executed within 90 days after the termination of the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF; provided that BGI shall not exercise its rights under subsections (c)(i) or (ii) above unless BGI has first provided written notice to the Bank of its intent to terminate under such subsection, and the Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to BGI, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in all material respects to the reasonable satisfaction of BGI, within thirty (30) days of presenting such plan to BGI.

Further Termination. BGI may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of any Renewal Term in the event: (i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators ("KPIs")Indicators, each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by BGI or a direct result of a specific request by BGI, (c) a direct result of a specific request by a duly authorized agent of BGI, (d) caused by a third party other than an agent of the Bank or (e) the result of an agreement by the Parties; (ii) of a material breach of a material provision of the Agreement; (iii) the Boards of the Portfolios vote to liquidate the Portfolios and terminate the Portfolios' respective registration statements with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolios a Portfolio or the Portfolios' investment adviser; (iv) BGI terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; or (v) BGI may terminate this Agreement if the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF are terminated and no successor agreements between BGI and MIP and/or BGIF for the provision of administrative services are subsequently executed within 90 days after the termination of the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF; provided that BGI shall not exercise its rights under subsections (c)(i) or (ii) above unless BGI has first provided written notice to the Bank of its intent to terminate under such subsection, and the Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to BGI, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in all material respects to the reasonable satisfaction of BGI, within thirty (30) days of presenting such plan to BGI.

Further Termination. BGI may terminate this Agreement in whole or in part (for example, as to any Portfolio) prior to the expiration of any Renewal Term in the event: : (i) that the Bank fails to meet the criteria defined in each of six (6) separate Key Performance Indicators ("KPIs")Indicators, each for four consecutive months, in any rolling twelve month period. For avoidance of doubt, this right shall only apply if the failure by the Bank to meet the Service Level as defined in the relevant KPI is not (a) the result of force majeure, (b) caused by BGI or a direct result of a specific request by BGI, (c) a direct result of a specific request by a duly authorized agent of BGI, (d) caused by a third party other than an agent of the Bank or (e) the result of an agreement by the Parties; ; (ii) of a material breach of a material provision of the Agreement; ; (iii) the Boards of the Portfolios vote to liquidate the Portfolios and terminate the Portfolios' respective registration statements with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Portfolios a Portfolio or the Portfolios' investment adviser; ; (iv) BGI terminates its Custodial, Fund Accounting and Services Agreement (as amended) with the Bank pursuant to the fiduciary capacity provision in Section 13.1(b)(ii) of such agreement; or or (v) BGI may terminate this Agreement if the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF are terminated and no successor agreements between BGI and MIP and/or BGIF for the provision of administrative services are subsequently executed within 90 days after the termination of the Administration Agreement between BGI and MIP MIP, and the Administration Agreement between BGI and BGIF; provided that BGI shall not exercise its rights under subsections (c)(i) or (ii) above unless BGI has first provided written notice to the Bank of its intent to terminate under such subsection, and the Bank: (x) does not present a plan to remedy or cure the KPI or breach that is reasonably acceptable to BGI, which plan will be provided as soon as practicable, and in any event not later than ten (10) days after such notice, and (y) has not made substantial progress toward curing or remedying that KPI or breach in all material respects to the reasonable satisfaction of BGI, within thirty (30) days of presenting such plan to BGI.