Common use of Subject to Section 6 Clause in Contracts

Subject to Section 6. 9(a), the Trustee may not resign except upon (i) the Trustee’s determination that (A) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining the prior written consent of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld); provided, however, in the case of any resignation pursuant to clause (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.

Subject to Section 6. 9(a), the Trustee may not resign except upon (i) the Trustee’s determination that (A) the performance of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining the prior written consent of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld); provided, however, in the case of any resignation pursuant to clause (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating AgencyXxxxx’x. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.

Subject to Section 6. 9(a1.4, upon the giving of a Transfer Notice, Holding shall have the irrevocable and exclusive option, but not the obligation, to purchase all or less than all of the Common Shares to be transferred. Such option shall be exercised by so notifying the proposed transferor Subscriber, with copies to all other Subscribers, within 30 days of the delivery of the Transfer Notice. 6.1.3. Subject to Section 6.1.4, in the event that Holding shall fail to give a notice provided for in Section 6.1.2 or Holding shall elect to purchase less than all of the Common Shares to be transferred, each non-selling Subscriber shall have the irrevocable and exclusive option, but not the obligation, to purchase the Common Shares to be transferred which Holding shall not have elected to purchase (the "Remaining Common Shares"). Such option shall be exercised by notifying the proposed transferor Subscriber as to such number of the Remaining Common Shares which the notifying Subscriber intends to purchase, with copies to all other Subscribers, within 60 days of the Trustee may not resign except upon (i) delivery of the Trustee’s determination that (A) Transfer Notice. If the performance non-selling Subscribers shall have elected to purchase a number of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action the Remaining Common Shares which, in the aggregate, exceeds the number of the Remaining Common Shares available, such Remaining Common Shares shall be allocated, pro rata, in the same proportion that the Trustee could take number of Common Shares owned by each such non-selling Subscriber bears to make the performance total number of its duties hereunder permissible under applicable law or (ii) obtaining Common Shares owned by all such non-selling Subscribers on the prior written consent date of delivery of the Collateral Manager prior to an Event of Default or the prior written consent of a Majority of the Controlling Class after an Event of Default (in each case, such consent shall not be unreasonably withheld)Transfer Notice; provided, however, in that no non-selling Subscriber shall be required or entitled to purchase a number of the case Remaining Common Shares greater than the number of any resignation the Remaining Common Shares which such non-selling Subscriber shall have elected to purchase pursuant to clause (i) or (ii) abovethe notice required to be delivered under this Section 6.1.3. Failure by any non-selling Subscriber to deliver the notice required by this Section 6.1.3 shall be deemed an election not to purchase the Remaining Common Shares. 6.1.4. In the event that the parties hereto fail to elect to purchase all of the Common Shares to be transferred by the proposed transferor Subscriber in accordance with Section 6.1.2 and Section 6.1.3, the Trustee elections, if any, made pursuant to said Sections shall give prompt notice be void and shall have no force and effect; whereupon, subject to Sections 7 and 8, the proposed transferor Subscriber may accept the Bona Fide Offer and effect the proposed transfer with respect to said Common Shares on the terms of such resignation Bona Fide Offer within a period of 90 days following the delivery of the Transfer Notice (the "Third Party Closing Date"). If the proposed transfer is not completed on or before the Third Party Closing Date, then the Bona Fide Offer shall be deemed withdrawn and no transfer shall be effected except pursuant to a new Bona Fide Offer and other wise in accordance with this Section 6. 6.1.5. Unless the transferor Subscriber and the party or parties hereto exercising an option to purchase the Common Shares otherwise agree, if the Common Shares to be transferred are purchased by a party hereto pursuant to this Section 6, then such purchase or purchases shall be completed (the "Section 6 Closing") at the offices of Wender Murase & Xxxxx xx 000 Park Avenux, Xxx Xxxx, Xxx Xxxx 00000, xx 00:00 X.X. local time on the date 90 days following the delivery of the Transfer Notice or at such other time as agreed in writing by all parties to the Issuer, Agreement (the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency"Section 6 Closing Date"). Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.86.2.

Subject to Section 6. 9(a2.1 above, Prometheus shall create and develop, at its sole expense, all Promotional Materials used to Promote the Product. All such Promotional Material will contain a registered trademark symbol associated with the Product name (i.e., ENTOCORT® EC). Prometheus shall Promote the Product using only Promotional Materials and other activities that comply with the Regulatory Approvals for the Product in the Territory, the Trustee may most recent prescribing information for the Product as approved by the Regulatory Authorities, and in compliance with any other applicable Laws in the Territory from time to time and in compliance in all material respects with the code of practice set forth in Schedule H (Prometheus Marketing Code of Practice) (the "Prometheus Code"). For purposes of ensuring compliance with the foregoing requirements, Prometheus shall use its Diligent Efforts to provide AstraZeneca (on at least a Quarterly basis) with a schedule and timetable of specimens of Promotional Materials it anticipates submitting to AstraZeneca for review and approval hereunder (such approval not resign except upon to be unreasonably withheld or delayed) and shall then provide to the individuals nominated by AstraZeneca, copies of all specimens of Promotional Materials including any press release or managed care items that it intends to use prior to their use. AstraZeneca shall immediately acknowledge receipt of such materials in writing which shall for this purpose include notification by electronic mail. Prometheus shall not use such Promotional Materials unless and until AstraZeneca has given its prior written approval of specimens of such Promotional Materials, such approval not to be unreasonably withheld or delayed. AstraZeneca shall respond to the request for approval as soon as reasonably practicable, but in any event AstraZeneca will provide feedback within thirty (30) days of its receipt of such materials, including an explanation for any rejection or delay. In the event that AstraZeneca does not respond within thirty (30) days of its receipt of a request for approval, the Promotional Materials for which the request was made shall be deemed to have been approved for purposes of this Section 6.2.2. Prometheus acknowledges and agrees that notwithstanding any review and approval or deemed approval by AstraZeneca of any Promotional Materials, AstraZeneca shall have no liability whatsoever to Prometheus or any other Person in connection with Promotional Materials created by Prometheus hereunder and Prometheus shall provide indemnification to AstraZeneca pursuant to Article 26 (Indemnification) in connection with such Promotional Materials created by Prometheus hereunder and/or their use by Prometheus (but not their use by AstraZeneca). The foregoing indemnity obligation shall not apply to Promotional Materials (i) supplied by AstraZeneca to Prometheus (subject to the Trustee’s determination that (A) carve-out set forth in the performance last sentence of its duties hereunder is or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or Section 6.2.1), (ii) obtaining to the prior written consent extent the Trademarks and/or the Brand Essence is the cause of the Collateral Manager prior liability, (iii) that have been changed per AstraZeneca's request (to an Event the extent that such change caused the liability), (iv) as has been mutually agreed upon by the Parties, or (v) to the extent such liability is a result of Default any breach of any representation, warranty or covenant of AstraZeneca hereunder or any failure by AstraZeneca to provide any information to Prometheus relating to the prior written consent of a Majority Regulatory Approvals or any submissions or communications received by AstraZeneca from any Governmental Authority in the Territory; to the extent that any of the Controlling Class after an Event of Default (in each caseforegoing shall apply, such consent then AstraZeneca shall not be unreasonably withheld); provided, however, in the case of any resignation provide indemnification to Prometheus pursuant to clause Article 26 (i) or (ii) above, the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders of the Notes, the holders of the Interests, and each Rating Agency. Any such determination permitting the resignation of the Trustee shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8Indemnification).

Subject to Section 6. 9(a9(g), the Trustee Board may not resign except upon amend this Agreement at any time by written instrument; provided, however, that if any such modification, amendment or waiver would affect in any material and adverse way (a) any Qualified Noteholder, Former Qualified Noteholder, SMH Noteholder or (b) any holder of Voting Units disproportionately to any other holder of Voting Units that is similarly situated, such amendment, modification or waiver shall also require the written consent of the Qualified Noteholders, Former Qualified Noteholder, SMH Noteholder or holders of Voting Units so adversely affected, as applicable; provided, further, that (i) for so long as SMH Noteholder is entitled to appoint an Observer pursuant to Section 6.11, SMH Noteholder’s right to appoint such Observer and the Trustee’s determination that (A) the performance rights of its duties hereunder is such Observer shall not be amended or becomes impermissible under applicable law and (B) there is no reasonable action that the Trustee could take to make the performance of its duties hereunder permissible under applicable law or (ii) obtaining modified without the prior written consent of SMH Noteholder; (ii) any amendment or waiver which would affect in any material and adverse way the Collateral Manager prior to an Event of Default or the prior written consent of a Majority rights of the Controlling holders of Class after an Event A Common Units to (A) the fiduciary duties owed pursuant to Section 6.10, (B) the information rights afforded the Members pursuant to Section 8.3, (C) the provisions pertaining to the Transfer of Default Units set forth in Section 9.2, (D) the preemptive rights set forth in each caseSection 9.3, (E) the registration rights set forth in Article X, (F) the voting rights afforded such Members pursuant to Section 6.2(b) and Section 6.9(h), (G) the rights set forth in Section 9.4(b), (H) the distribution rights afforded such Members pursuant to Section 4.1, (I) the rights afforded such Members pursuant to Article XI or (J) the consent rights afforded such Members pursuant to this Article XII, shall not be unreasonably withheldamended or modified without the affirmative vote of the Members holding Class A Common Units, holding a majority of the voting power of the outstanding Class A Common Units (including, in respect of any Section referenced in the foregoing clauses (A) through (J); , any defined terms used in such Section as applied to such Section) and any definition referencing Class A Common Units shall not be amended without the affirmative vote of the Members holding a majority of the outstanding Class A Common Units, provided, howeverthat, for the avoidance of doubt, the issuance of any additional Units or creation of a new class of Units pursuant to and in accordance with Section 3.7 shall not be deemed to affect the rights and obligations of the Class A Common Units in a material or adverse way, (iii) any amendment or waiver that would affect in any material and adverse way the rights and obligations of the holders of Class C Common Units or Class M Common Units set forth in Sections 3.5, 3.6, 4.1, 9.4(b), 10.1(c) and 10.1(d) and Articles XI and XII (including any defined terms used therein as applied to such Sections) and any definition referencing Class C Common Units or Class M Common Units, shall not be amended without the affirmative vote of the Members holding such Class C Common Units or Class M Common Units, as applicable, holding, (1) in the case of the Class C Common Units, a majority of the voting power of such Class C Common Units present in person or represented by proxy and entitled to vote on the matter subject to a vote, and (2) in the case of the Class M Common Units, at least seventy five percent (75%) of the voting power of such Class M Common Units present in person or represented by proxy and entitled to vote on the matter subject to a vote; provided, further, that, for the avoidance of doubt, the issuance of any resignation additional Units or creation of a new class of Units pursuant to clause and in accordance with Section 3.7 (iand any amendment to this Agreement related thereto) or (ii) above, shall not be deemed to affect the Trustee shall give prompt notice of such resignation to the Issuer, the Collateral Manager, the Holders rights and obligations of the NotesClass C Common Units or Class M Common Units in a material or adverse way, and (iv) any amendment or waiver that would affect in any material and adverse way the rights and obligations of the holders of Class M Common Units set forth in Section 6.9(b) (including any defined terms used therein as applied to such Section) shall require the Interests, and each Rating Agency. Any such determination permitting the resignation affirmative vote of the Trustee shall be evidenced as to clause Members holding such Class M Common Units holding at least seventy five percent (i75%) above by an Opinion of Counsel to such effect delivered to the Collateral Manager and each Lender. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder of the Notes, each holder of the Interests and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the Act of a Majority of the Notes of each Class or, at any time when an Event of Default shall have occurred and be continuing, by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving voting power of such notice of resignation, Class M Common Units present in person or represented by proxy and entitled to vote on the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of matter subject to a successor Trustee satisfying the requirements of Section 6.8vote.