Incentive Fee upon Early Termination. If this Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating this Agreement or (ii) the Company terminating this Agreement for cause, the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date this Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Portfolio Investment), and any unamortized deferred Portfolio Investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Common Unitholders and paid as Incentive Fee in accordance with Section 6(a). The Company will make the Final Incentive Fee Payment in cash on or immediately following the date this Agreement is so terminated. In the case of an early termination, the Adviser Return Obligation under Section 6(c) will not apply in connection with a Final Incentive Fee Payment.
Incentive Fee upon Early Termination. If this Agreement terminates early because (i) the Adviser voluntarily terminates this Agreement or (ii) the Company terminates this Agreement for cause, the Company will not be obligated to make any further payments of Incentive Fee. If this Agreement terminates for any other reason, the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date this Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Portfolio Investment), and any Portfolio Investment-related fees would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all the Company’s outstanding liabilities, and (C) the remainder were distributed to Common Unitholders and paid as Incentive Fee in accordance with Section 6(a). The Company will make the Final Incentive Fee Payment in cash on or immediately following the date this Agreement is so terminated. In the case of an early termination, the Adviser Return Confidential Obligation under Section 6(d) will not apply in connection with a Final Incentive Fee Payment. For purposes of this provision, the term “for cause” shall mean (x) a final judicial determination by a court of competent jurisdiction that the Adviser or any Key Person has committed any action relating to the performance of its or his duties under this Agreement that constitutes gross negligence, fraud or willful misconduct, which action has had a material adverse effect on the Company, or (y) that the Adviser or any Key Person has been convicted in a court of competent jurisdiction of (I) a crime involving fraud or moral turpitude; (II) an intentional and material violation of applicable securities or regulatory laws; or (III) a felony relating to the performance of its or his duties under this Agreement, which conviction, with respect to each of clauses (I) or (II), has had a material adverse effect on the Company. The Adviser will promptly notify the Company and the Members upon the occurrence of a “for cause” event.
