Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto. (b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee. (c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act. (d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement. (e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations. (f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 4 contracts
Sources: Collateral Management Agreement, Collateral Management Agreement (FS Investment Corp II), Collateral Management Agreement (FS Investment CORP)
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination The term of this Agreement in accordance with shall commence on the date hereof and shall continue until terminated pursuant to Section 12(b), (c) 12 or this Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof anything herein to the contrary, this Agreement may be terminated shall automatically and immediately terminate, without cause the requirement for any further action by any Party, upon the Collateral Managerearliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the Collateral Manager may resignother Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, upon 90 days’ prior written notice that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Issuer Property and manage all aspects of the Trusteesale process, or (iv) the date that is seven years after the date hereof.
(c) This The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement shall be automatically terminated immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the Issuer or any portion prior written consent of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActBoard and (ii) for Cause.
(d) If Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation immediately upon delivery of either party written notice to the other, except Asset Manager in the event that a Fiscal Year’s actual results (as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of determined following the applicable notice period year-end) with respect to termination specified a particular Line Item (as defined in this Section 12 or Section 13, Exhibit B) are outside the applicable Allowable Variance Limits (as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested defined in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerExhibit B).
Appears in 4 contracts
Sources: Asset Management Agreement (CatchMark Timber Trust, Inc.), Limited Partnership Agreement (CatchMark Timber Trust, Inc.), Asset Management Agreement (CatchMark Timber Trust, Inc.)
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) the liquidation a simple majority of the Collateral and Independent Directors agree that the final distribution of the proceeds of such liquidation Management Fee payable to the Holders of Manager is unfair; provided, that the Class A Notes; or (iii) Company shall not have the termination of right to terminate this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (iiithe "Termination Notice") of the preceding sentence occur Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior theretoto the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(b) Notwithstanding any other provision hereof In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement may be terminated without cause on the date on which such termination is effective, a termination fee (the "Termination Fee") equal to the amount of the Management Fee earned by the Collateral ManagerManager during the period consisting of the twelve (12) full, and consecutive calendar months immediately preceding such termination. The obligation of the Collateral Manager may resign, upon 90 days’ prior written notice Company to pay the Issuer and Termination Fee shall survive the Trusteetermination of this Agreement.
(c) This No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager's intention not to renew the Term, whereupon the Term of this Agreement shall not be automatically terminated in renewed and extended and this Agreement shall terminate effective on the event that the Issuer or any portion anniversary of the pool Closing Date next following the delivery of Collateral has become required to register as an investment company under the provisions of the Investment Company Actsuch notice.
(d) If this Agreement is terminated pursuant to this Section 1213, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8Section 13(b) and Section 16 of this Agreement. In addition, 10 and 14, which provisions Section 11 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 3 contracts
Sources: Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp)
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until March 31, 2013 (the “Current Term”) and shall be automatically renewed for a one-year term on that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Sharesagree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation compensation payable to the Holders of Manager hereunder is unfair; provided, that the Class A Notes; or (iii) Company shall not have the termination of right to terminate this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (iiithe “Termination Notice”) of the preceding sentence occur Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior theretoto the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(b) Notwithstanding any other provision hereof In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement may be terminated without cause on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Collateral ManagerManager during the two 12-month periods immediately preceding the date of such termination, and calculated as of the Collateral Manager may resign, upon 90 days’ end of the most recently completed fiscal quarter prior written notice to the Issuer and date of termination. The obligation of the TrusteeCompany to pay the Termination Fee shall survive the termination of this Agreement.
(c) This No later than 180 days prior to the expiration of the Current Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be automatically terminated in the event that the Issuer or any portion renewed and extended and this Agreement shall terminate effective upon expiration of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Actthen current term.
(d) If this Agreement is terminated pursuant to this Section 1213, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 86, 10 9, 10, 13(b) and 1416 of this Agreement. In addition, which Sections 8(i) (including the provisions of Exhibit B) and 11 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 3 contracts
Sources: Management Agreement (Resource Capital Corp.), Management Agreement (Resource America, Inc.), Management Agreement (Resource Capital Corp.)
Term Termination. (a) This Agreement shall commence upon the Effective Date and shall continue in force until the first through December 31 of the following occurs: current year, and thereafter shall be renewed2 according to the terms of the most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term.
b) The Affiliate Member may terminate this Agreement upon 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
c) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the CHORUS Service, (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its termsupon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the liquidation case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR.
d) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any part of the Collateral and CHORUS Service or to temporarily or permanently remove links to any article upon determination in CHOR’s sole discretion that the final distribution continuation of such aspect of the proceeds of such liquidation to the Holders of the Class A Notes; CHORUS Service (generally or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified a specific member) or linking to any such article could result in this legal risk to CHOR, without following the procedures outlined in Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power8(c).
Appears in 3 contracts
Sources: Affiliate Membership Agreement, Affiliate Membership Agreement, Affiliate Membership Agreement
Term Termination. (a) This Agreement shall commence upon the Effective Date and shall continue in force until the first through December 31 of the following occurs: current year, and thereafter shall be renewed3 according to the terms of the most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term.
b) The Affiliate Member may terminate this Agreement upon 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued.
c) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the CHORUS Service, (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its termsupon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the liquidation case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR.
d) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any part of the Collateral and CHORUS Service or to temporarily or permanently remove links to any article upon determination in CHOR’s sole discretion that the final distribution continuation of such aspect of the proceeds of such liquidation to the Holders of the Class A Notes; CHORUS Service (generally or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified a specific member) or linking to any such article could result in this legal risk to CHOR, without following the procedures outlined in Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power8(c).
Appears in 3 contracts
Sources: Chorus Affiliate Membership Agreement, Chorus Affiliate Membership Agreement, Chorus Affiliate Membership Agreement
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated valid for the Term.
(ii) The Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties.
(iii) Either Party has a right to forthwith terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event that of:
(a) material breach of this Agreement by the Issuer other Party which has not been cured within thirty (30) days of being required in writing to do so; or
(b) the bankruptcy, insolvency or appointment of receiver over the assets of the other Party; or
(c) the Operator‟s license under the Guidelines for providing Headend-In-The-Sky (HITS) Broadcasting Service in India dated November 26, 2009 (as amended) published by the MIB or any portion other material license necessary for a HITS Operator being revoked at anytime other than due to the fault of the pool of Collateral has become required Operator.
(iv) SDSPL shall have the right to register as an investment company under terminate this Agreement by a written notice to the provisions Operator if (a) the Operator breaches any Applicable Laws, (b) the Operator‟s digital Addressable System does not meet the requirements specified in Applicable Laws, and (c) the STBs, CAS and SMS of the Investment Company ActOperator fails to comply with the Technical Specifications.
(v) The Operator shall have the right to terminate this Agreement on written notice to SDSPL if the Operator discontinues its digital Addressable System business and provides at least ninety (90) days prior written notice.
(vi) SDSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following:
(a) In case of winding up proceedings against the Operator;
(b) In the event of assignment of the Agreement by the Operator without prior written approval of SDSPL;
(c) If SDSPL discontinues the Subscribed Channels, inter alia, with respect to HITS Operator in the Territory.
(d) If this Agreement is terminated pursuant the Operator by operation of law loses control of the means to this Section 12distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreementetc.);
(e) Upon In the removal event SDSPL/ SUN is subjected to legal, governmental or resignation other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of SDSPL/ SUN to provide the Collateral Manager pursuant to Section 12 Subscribed Channels or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject any part thereof to the consent Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/ SUN to provide the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days Subscribed Channels to the Operator under the terms of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.this Agreement;
(f) Upon If the acceptance by Equipment are removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a successor Collateral Manager place other than the Installation Address;
(g) If the Operator‟s representations, warranties contained in this Agreement are found to be untrue; and
(h) If the Operator does not comply with any rules, regulations, orders of such appointment, all rights and obligations TRAI or any other government or statutory body/court or tribunal.
(vii) The Parties agree that if any of the Collateral Manager under this agreements between SDSPL and SUN relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexes shall be executed between the Parties at mutually agreed terms, subject to applicable law.
(viii) SDSPL‟s rights to terminate the Agreement shall terminatebe without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, except as provided in Sections 2(h)(iinjunctive relief(s), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicabledamages, and upon the acceptance by a successor Collateral Manager other remedies available under Applicable Laws.
(ix) The operator hereby acknowledges that if signal of such appointmentany Subscribed Channel, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect which was disconnected/deactivated for reason attributable to the Collateral or otherwiseoperator, shall automatically and without further action by any Person pass needs to and be vested in the successor Collateral Manager upon the appointment thereof. Neverthelessreconnected, the Collateral Manager operator shall take be liable to pay non –refundable re-activation fee of Rs.500 per channel per re-activation, if SDSPL so elects. Further, the operator acknowledges that such steps as may be reasonably necessary to transfer such authority and powerre- activation fee does not constitute a penalty.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) the liquidation a simple majority of the Collateral and Independent Directors agree that the final distribution of the proceeds of such liquidation Management Fee payable to the Holders of Manager is unfair; provided, that the Class A Notes; or (iii) Company shall not have the termination of right to terminate this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (iiithe “Termination Notice”) of the preceding sentence occur Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior theretoto the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(b) Notwithstanding any other provision hereof In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement may be terminated without cause on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Collateral ManagerManager during the period consisting of the twelve (12) full, and consecutive calendar months immediately preceding such termination. The obligation of the Collateral Manager may resign, upon 90 days’ prior written notice Company to pay the Issuer and Termination Fee shall survive the Trusteetermination of this Agreement.
(c) This No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be automatically terminated in renewed and extended and this Agreement shall terminate effective on the event that the Issuer or any portion anniversary of the pool Closing Date next following the delivery of Collateral has become required to register as an investment company under the provisions of the Investment Company Actsuch notice.
(d) If this Agreement is terminated pursuant to this Section 1213, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8Section 13(b) and Section 16 of this Agreement. In addition, 10 and 14, which provisions Section 11 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 3 contracts
Sources: Management and Advisory Agreement (Drive Shack Inc.), Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or provide for regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a subordinated collateral management feeviolation of such law or regulation, within 30 days) for following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, subject to in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of the Issuer; and any Holder of any Securities.
(2f) if a Any successor Collateral Manager is not appointed within 60 days shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 3 contracts
Sources: Collateral Management Agreement (Owl Rock Technology Finance Corp.), Collateral Management Agreement (Owl Rock Capital Corp), Collateral Management Agreement (Owl Rock Capital Corp)
Term Termination. (a1) This Agreement shall continue in force until the first become effective as of the following occurs: date of signature and shall remain in effect for an indefinite period of time, unless terminated by either Party giving one (i1) month prior notice to the end of a calendar month.
(2) The right of each Party to terminate this Agreement for cause shall remain unaffected. In par- ticular, a good cause shall be given in the event
(a) the payment in full or redemption in whole of the Class A Notes other Party materially breaches this Agreement and the termination of the Indenture in accordance with its terms; fails to cure such material breach within thirty (ii30) the liquidation of the Collateral and the final distribution of the proceeds calendar days after receiving a notice of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement material breach describing such material breach in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.reasonable detail;
(b) Notwithstanding any of insolvency, liquidation or the appointment of an examiner or other provision hereof insolvency official with respect to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.a Party;
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required Liquidity Provider lodges an objection pursuant to register as an investment company under the provisions of the Investment Company Act.Section 4;
(d) If Liquidity Provider fails to comply with the statutory requirements laid down in the Exchange Act, the Exchange Rules of Eurex Deutschland and Eurex Zürich or other applicable legal provisions or fails to comply with the administrative practice published by an NCA;
(e) a material change in the regulatory framework within the European Union occurs, which has a material adverse effect on the offering of Incentives as stipulated in Section 1 (Pro- vision of Incentives) of this Agreement is terminated and specified by the relevant Supplement Agree- ment;
(f) a material change in the administrative practice of the NCA responsible for the supervision of EFAG and/or ECAG and/or Liquidity Provider occurs, which has a material adverse effect on the provision of the Incentives, in particular, where such NCA decides that one of the Incentives as provided by EFAG and ECAG to Client or the underlying parameters are not compatible with regulatory requirements;
(g) that fees or rebates in general and/or the concept of collecting and distributing fees, re- ▇▇▇▇▇ or other Incentives will be materially amended or generally abolished by EFAG and/or ECAG.
(3) The term and termination rights applicable for a Supplement may be stipulated in each Sup- plement. Section 9 Paragraph 1 and 2 shall apply accordingly for the Supplements, if not agreed otherwise between the Parties. However, no Supplement shall become effective before this Agreement comes into effect pursuant to Section 9 Paragraph 1. The termination of a Sup- plement shall have no effect on this Section 12, such termination Agreement or on any other Supplement. All Supplements shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive however terminate with the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested expressly stipulated oth- erwise in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerrespective Supplement.
Appears in 3 contracts
Sources: Liquidity Provider Agreement, Liquidity Provider Agreement, Liquidity Provider Agreement
Term Termination. (a) This Agreement shall continue in force until will terminate upon the first of the following occurs: to occur of:
(i) the payment in full or redemption in whole fifth (5th) anniversary of the Class A Notes Effective Date (the “Expiration Date”; provided that such Expiration Date may be extended upon the agreement of A/N and Liberty, to a subsequent agreed upon date, in which case such subsequent date will be deemed the termination of the Indenture in accordance with its terms; Expiration Date);
(ii) upon written notice by Liberty to A/N, that a 40 Act Event, as determined in the liquidation reasonable opinion of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or Liberty’s counsel, has occurred;
(iii) the termination upon written notice by A/N to Liberty, upon a material breach by Liberty of this Agreement in accordance with Section 12(b)any of its covenants or agreements contained herein, provided that such breach shall not have been cured within ten (c10) or Section 13. The Collateral Manager hereby acknowledges and agrees Business Days after written notice thereof shall have been received by Liberty;
(iv) a Liberty Change of Control;
(v) a Transfer by any Liberty Party of any shares of Class A Common Stock, other than (A) a Permitted Transfer, provided, that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole case of the Class A Notes unless any of the events described in a Transfer pursuant to clause (iiy) or (iiiof Section 4.6(b)(ix) of the preceding sentence occur prior thereto.
Stockholders Agreement, the Voting Interest of Liberty (bincluding the Proxy Shares) Notwithstanding any other provision hereof shall equal no less than the Target Percentage following the completion of such Transfer, or within six (6) months following the completion of such Transfer, Liberty acquires such number of shares of Class A Common Stock as is necessary to cause the contraryVoting Interest of Liberty (including the Proxy Shares) to be no less than the Target Percentage; (B) a Transfer of shares of Class A Common Stock constituting 1% or less of the Total Voting Power, provided, that, (x) Liberty shall have promptly notified A/N in writing of such Transfer, (y) A/N shall promptly have provided Liberty with written notice that this Agreement may be terminated without cause by the Collateral Managerwill terminate unless Liberty cures such breach within forty-five (45) calendar days and (z) within thirty (30) calendar days of receipt of notice from A/N, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement Liberty shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, have (1) a Majority acquired such number of shares of Common Stock as is necessary to cause the Controlling Class may elect Voting Interest of Liberty (including the Proxy Shares) to increase be no less than the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; Target Percentage and (2) if certified in writing to A/N that the Voting Interest of Liberty (including the Proxy Shares) is no less than the Target Percentage; or (C) a successor Collateral Manager is not appointed within 60 days Transfer by Liberty of such removal any shares of Class A Common Stock following which Transfer Liberty retains no less than an Equity Interest equal to 17.01% (it being understood and acknowledged by Liberty, for the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager avoidance of such appointmentdoubt, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified that nothing in this Section 12 6(v) shall cause the Proxy Percentage to exceed, or Section 13to be required to exceed, as applicable, and 7.0%); or
(vi) upon the acceptance mutual written agreement of A/N and Liberty. No party hereto will be relieved from any liability for breach of this Agreement by a successor Collateral Manager reason of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powertermination.
Appears in 3 contracts
Sources: Proxy and Right of First Refusal Agreement (Liberty Broadband Corp), Proxy and Right of First Refusal Agreement (Charter Communications, Inc. /Mo/), Proxy and Right of First Refusal Agreement (Liberty Broadband Corp)
Term Termination. (a) 10.1 This Foundation Agreement shall continue in force until effect unless otherwise terminated in accordance with this section.
10.2 This Foundation Agreement and/or applicable Module(s) and/or the first applicable Transaction Document may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of the following occursa claimed breach: (i) the payment non-breaching Party notifies the breaching Party in full or redemption in whole writing of the Class A Notes such breach; and the termination of the Indenture in accordance with its terms; (ii) the liquidation breaching Party fails to either cure such breach within thirty (30) days (or such other period as mutually agreed by the Parties) from receipt of such notice; (b) upon insolvency of the Collateral other Party, if permitted by law. The foregoing notwithstanding, any breach by Customer of licenses and/or rights granted pursuant to this Agreement shall constitute an incurable material breach by Customer; and, CA may immediately terminate all of Customer’s use rights and the final distribution licenses, (subscription-based, perpetual, access and use), upon written notice to Customer, and Customer must either: a) delete all full or partial copies of the proceeds CA Software and SaaS instances from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the CA Software. Such termination shall not relieve Customer from its obligations as set forth within the related Transaction Document.
10.3 Termination does not release either Party from any liability which, at the time of such liquidation termination, had already accrued to the Holders other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Foundation Agreement or the Agreement. Excepting for termination based on CA’s uncured material breach, all fees are non-cancellable and non- refundable unless a prorated refund applies. In the event of termination by CA for an uncured material breach by Customer, all fees shall immediately become due and payable.
10.4 Customer may terminate this Agreement provided that Customer also terminates each and all other agreements (direct or indirect or whether or not related to this Agreement) under which Customer may procure any CA offering (but in all cases excluding any hardware offerings and associated support contracts therefor) together with each and all Transaction Documents (or any order forms or other ordering documents) in effect between the Parties as of the Class A Notes; date of termination (collectively, for purposes of this section, the “Agreement”), without cause and without further charge or (iii) expense at any time, immediately upon written notice to CA sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. On or after the termination date, with the exception of this Agreement any fully paid-up Perpetual Licenses if the termination is effective after the initial Term, Customer must either: a) delete all full or partial copies of the CA Software from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the CA Software. Once Customer’s verification or the CA Software copies are received, CA will pay Customer, or CA Partner, a pro-rata refund of any License, SaaS and/or Support fees Customer or CA Partner pre-paid (“Refund Fees”) in accordance with Section 12(b)the paragraph below. Refund Fees will be calculated on the number of months remaining in the Term (which for the purposes of this calculation will be deemed to commence from the date Customer’s verification or the CA Software copies are received) of the Transaction Document eligible for the refund. If the CA Software is licensed under a Perpetual License, (c) Customer, or Section 13. The Collateral Manager hereby acknowledges and agrees CA Partner as appropriate, will receive a pro-rated refund of the License Fee paid to CA only if notice of termination is issued during the initial Term of the applicable Transaction Document.
10.5 Notwithstanding the foregoing paragraph, if the Agreement is terminated without cause, neither Party shall have further obligations under the Agreement, except that the Collateral Manager Parties shall continue remain bound by the obligations within the Survival section of this Foundation Agreement. Refund Fees will be paid within sixty (60) days to perform its obligations hereunder Customer (or CA Partner who will process the invoicing or reimbursement of fees to Customer as appropriate and under the Indenture in commercial terms between the manner provided herein CA Partner and therein until Customer), from the payment in full date Customer’s verification or redemption in whole of the Class A Notes unless CA Software copies are received, and any of unpaid fees reflecting the events described in clause (ii) or (iii) of the preceding sentence occur CA offerings delivered prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trusteetermination date shall become immediately due.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 3 contracts
Sources: Foundation Agreement, Foundation Agreement, Foundation Agreement
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with the respective terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders of the Notes) and the Rating Agencies (provided that in the event that case of Fitch, only for so long as any Class A-1 Notes remain outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Notes.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement (GOLUB CAPITAL BDC, Inc.), Collateral Management Agreement (Golub Capital Private Credit Fund)
Term Termination. (a) This Agreement shall a. The term of this AGREEMENT will begin upon the EFFECTIVE DATE and continue in force until the first TERMINATION DATE, which shall be the earlier of:
(1) the expiration of the following occurslast to expire of all of the patents (i) licensed hereunder and (ii) covered by the APPLIED MATERIALS COVENANT; or
(2) the occurrence of an EVENT OF DEFAULT; or
(3) If ASM engages in a CHANGE OF CONTROL transaction with any entity other than an APPLIED COMPETITOR in which (i) said entity has greater than $1,000,000,000 in annual revenue for its last fiscal year, and (ii) sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS in any of the first three years after the CHANGE OF CONTROL event exceed the value of ASM’s sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS, respectively, in the last year before the CHANGE OF CONTROL event of that product plus an annual growth rate no higher than ASM’s highest growth rate for such products in the preceding five years.
(4) Termination by ASM pursuant to Section 14.b.
b. ASM may terminate this AGREEMENT by providing written notice of termination to APPLIED MATERIALS in the event of APPLIED MATERIALS’ material breach of any term of this AGREEMENT, provided that such material breach is not cured within thirty (30) days after receipt by APPLIED MATERIALS of written notice complaining thereof.
c. Upon the termination of this AGREEMENT pursuant to an EVENT OF DEFAULT: (i) the payment in full all licenses granted by APPLIED MATERIALS to ASM hereunder will terminate without any further notice or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its termsaction by APPLIED MATERIALS; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation all licenses granted by ASM to the Holders of the Class A NotesAPPLIED MATERIALS will survive; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its ASM’s obligations hereunder and under the Indenture in NOTE AGREEMENT DOCUMENTS will survive; (iv) the manner provided herein releases granted by ASM to APPLIED MATERIALS pursuant to Section 17 will survive; and therein until (v) the payment in full or redemption in whole releases granted by APPLIED MATERIALS to ASM pursuant to Section 17 will survive, so long as there is no Event of the Class A Notes unless Default under any of the events described in clause (ii) or (iii) NOTE AGREEMENT DOCUMENTS, and subject further to full payment of all amounts due under the preceding sentence occur prior theretoNOTE AGREEMENT.
d. Notwithstanding the foregoing subsections (b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(ia)—(c), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwiseLICENSED EPITAXY SYSTEMS, ASM’s obligation to pay royalties to APPLIED MATERIALS shall automatically end January 29, 2002, for SYSTEMS defined in Section ▇.▇▇.(1), and without further action by any Person pass December 31, 2005, for SYSTEMS defined in Section ▇.▇▇.(3). ASM’s obligation to and be vested pay royalties to APPLIED MATERIALS for SYSTEMS defined in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerSection ▇.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement (Asm International N V)
Term Termination. (a) This After eighteen (18) months from the Closing Date, either party may terminate this Agreement without cause by providing eighteen (18) months' prior written notice of termination to the other party, which such termination shall continue be effective upon the expiration of such eighteen (18) month period. Notwithstanding anything contained herein to the contrary, in force until the first event that AP Biotech provides Newco with such a notice of termination, within thirty (30) days following the following occurs: effective date of such termination, AP Biotech shall deliver to Newco the Customer Information with respect to the period between the last date on which any Semi- CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. Annual Customer Information was deposited by AP Biotech with the Escrow Agent in accordance with the terms of Section 1A(b) hereof and the effective date of such termination.
(i) In the payment event of a material breach: (A) in full the case of Newco, of its obligations pursuant to Section 2(a)(i), 4(a)-(d), 6(b), 8(a), 10, 12(a), or redemption 15(b), and (B) in whole the case of AP Biotech, of its obligations pursuant to Section 3(a), 9, 12(b) or 17, which shall not be remedied within thirty (30) days of written notice of such breach from the Class A Notes and non-breaching party (which notice shall specify the termination obligations under this Agreement that have been breached, including if the breach constitutes a Newco Sale Breach (as defined below)), the Agreement shall terminate effective upon the expiration of the Indenture in accordance with its terms; such thirty (30) day period.
(ii) In the liquidation event of a breach by AP Biotech of its obligations pursuant to Section 1A(a), Section 1A(b), Section 5 with respect to any invoice or Section 7 with respect to any Quarter or Year, Newco may terminate this Agreement by providing written notice of termination to AP Biotech within thirty (30) days following such breach (which notice shall specify the Collateral and the final distribution obligations under this Agreement that have been breached by AP Biotech). The notice of the proceeds termination shall become effective thirty (30) days after delivery of such liquidation notice to AP Biotech (the Holders "Cure Period") unless, within the Cure Period:
(A) with respect to a breach by AP Biotech of the Class A Notes; its obligations under Section 5 hereof, AP Biotech pays to Newco, by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, (iiiX) the termination invoice amounts for each invoice with respect to which payment was not made by AP Biotech within the number of this Agreement days specified in Section 5(a) hereof, plus (Y) the amount of interest accrued on such invoice amounts in accordance with Section 12(b)5(c) hereof;
(B) with respect to a breach by AP Biotech of its obligations under Section 7 hereof, AP Biotech either (cX) places orders with Newco for Products in the amount of any shortfall not previously satisfied during the course of the Quarter or Year, with shipment of such Products to take place in accordance with the time schedules set forth in Section 6(b) hereof; PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall be counted solely toward fulfillment of the Quarterly or Yearly Minimum for the Quarter or Year in which such shortfall occurred and in no event shall the shipment of such ordered Products in any following Quarter or Year be counted toward the fulfillment of the Quarterly or Yearly Minimum in said following Quarter or Year, or (Y) pays to Newco, by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, an amount equal to thirty-five percent (35%) of the shortfall; or
(C) with respect to a breach by AP Biotech of its obligations under Section 1A(a) or Section 13. The Collateral Manager hereby acknowledges and agrees that 1A(b) hereof, AP Biotech (i) executes the Collateral Manager shall continue to perform Escrow Agreement and/or delivers the Initial Customer Information, as the case may be, in cure of a breach by AP Biotech of its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full Section 1A(a) hereof or redemption in whole of the Class A Notes unless any of the events described in clause (ii) delivers the Semi-Annual Customer CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. Information to the Escrow Agent in cure of a breach by AP Biotech of its obligations under Section 1A(b) hereof. In the event that AP Biotech fails to cure the breach of its obligations under ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇(▇) or (iiiSection 1A(b), as provided for in this Section 16(b)(ii) during the Cure Period, then this Agreement shall automatically terminate upon the expiration of the preceding sentence occur prior thereto.
(b) Cure Period. Notwithstanding any other provision hereof anything contained herein to the contrary, upon such a termination pursuant to this Section 16(b)(ii), AP Biotech shall, within ten (10) business days following the termination, pay to Newco by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, an aggregate amount equal to thirty-five percent (35%) of the Minimums for Year One, Year Two, Year Three and the Year Three Tail Period that would have been in effect under the terms of this Agreement may be that AP Biotech would otherwise have been required to satisfy pursuant to Section 7 hereof had Newco not so terminated without cause by this Agreement (the Collateral Manager, and "Full Termination Minimum Amount"). If the Collateral Manager may resign, upon 90 days’ delivery of such notice of termination occurs prior written notice to the Issuer and establishment of either the TrusteeYear Two Minimum or the Year Three Minimum in accordance with Section 7 hereto, for purposes of calculating the Full Termination Minimum Amount, the Minimum for each such Year shall be calculated by increasing the previous Year's Minimum by four percent (4%).
(c) This Agreement A party shall be automatically terminated in have the event that the Issuer or any portion of the pool of Collateral has become required right to register as an investment company under the provisions of the Investment Company Act.
(d) If terminate this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party by written notice to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and other party upon the acceptance by a successor Collateral Manager occurrence of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether an Insolvency Event with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerother party.
Appears in 2 contracts
Sources: Distribution Agreement (Harvard Bioscience Inc), Distribution Agreement (Harvard Bioscience Inc)
Term Termination. This Agreement shall be effective on the date set forth above, provided it has been approved by (ai) the Board of Directors of the Company, (ii) the Board of Trustees of the Trust, including the vote of a majority of the Disinterested Trustees of the Trust, in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely) and (iii) a vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in force effect until the first two-year anniversary of the following occurs: date of its effectiveness, unless and until terminated as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved by (i) the payment in full or redemption in whole Board of Directors, (ii) the vote of the Class A Notes holders of a majority of the outstanding voting securities of the Fund or the Board of Trustees of the Trust and (iii) the vote of a majority of the Disinterested Trustees of the Trust provided in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely). This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without payment of any penalty by the Board of Trustees of the Trust, by the Company or by the Adviser upon sixty (60) days’ written notice to the other parties. The Company may effect termination by action of the Board of Directors or by vote of a majority of the outstanding voting securities of the Company, accompanied by appropriate notice. This Agreement shall also terminate automatically and immediately upon the termination of the Indenture in accordance with its terms; (ii) Management Agreement, the liquidation Fund Management Agreement or Fund Sub-Advisory Agreement. The shareholders of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of Fund may therefore terminate this Agreement in accordance with Section 12(b), (c) by terminating the Fund Sub-Advisory Agreement or Section 13Fund Management Agreement. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated terminated, at any time, without cause the payment of any penalty, by the Collateral ManagerBoard of Directors of the Company, and by the Collateral Manager may resignBoard of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Company, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that it shall have been established by a court of competent jurisdiction that the Issuer Sub-Adviser, or any portion officer or director of the pool of Collateral Sub-Adviser, has become required to register as an investment company under the provisions taken any action which results in a breach of the Investment Company Act.
(d) If material covenants of the Sub-Adviser set forth herein. Termination of this Agreement is terminated pursuant shall not affect the right of the Sub-Adviser to this receive payments on any unpaid balance of the compensation, described in Section 125, such termination shall be without any further liability or obligation of either party the Sub-Adviser to the other, except pay its expenses as provided described in Sections 8, 10 3 and 14, 5 earned prior to such termination and for any additional period during which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) Sub-Adviser serves as such for the successor Collateral ManagerCompany, subject to the consent applicable law. The terms “assignment” and “vote of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days majority of such removal of outstanding voting securities” herein shall have the Collateral Manager for “cause,” same meanings set forth in the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement 1940 Act and the Indenture, whether with respect to the Collateral or otherwise, shall automatically rules and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerregulations thereunder.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund), Investment Sub Advisory Agreement (First Trust Exchange-Traded Fund)
Term Termination. (i) The Agreement shall be valid for the Term with respect to each Subscribed Channel.
(ii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other in the event of:
(a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination material breach of this Agreement by the other Party which has not been cured within thirty (30) days of being required in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue writing to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.do so;
(b) Notwithstanding any the bankruptcy, insolvency or appointment of receiver over the assets of the other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.Party;
(c) This the HITS Distribution System license or any other material license necessary for the Operator to operate its HITS Distribution System for providing HITS service being revoked at any time other than due to the fault of the Operator.
(iii) ETV shall have the right to forthwith terminate this Agreement shall be automatically terminated in the event that (a) the Issuer or Operator breaches any portion of the pool Anti‐Piracy Requirements and fails to cure such breach within ten (10) days of Collateral has become being required in writing to register as an investment company under do so; and/or (c) ETV discontinues the provisions Subscribed Channels with respect to all distributors and provides the Operator with at least ninety (90) days prior written notice.
(iv) The Operator shall have the right to terminate this Agreement on written notice to ETV if the Operator discontinues its HITS Distribution System and provides at least ninety (90) days prior written notice.
(v) ETV shall have the right to forthwith terminate this Agreement and disconnect/deactivate signals of the Investment Company ActSubscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following:
(a) In case of winding up proceedings initiated against the Operator;
(b) In the event of assignment of the Agreement by the Operator without prior written approval of the ETV;
(c) If the Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its HITS Distribution System (including but not limited to entering into an agreement/arrangement with another ETV for operational and/or administrative and/or funding purposes, etc.);
(d) If this Agreement In the event ETV is terminated pursuant subjected to this Section 12legal, such termination shall be without governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of the ETV to provide the Subscribed Channels or any further liability or obligation of either party part thereof to the otherOperator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, except as provided in Sections 8, 10 and 14, which provisions shall survive Which prevents/restricts ETV to provide the termination Subscribed Channels to the Operator under the terms of this Agreement.
(evi) Upon ETV’s rights to terminate the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminatebe without prejudice to ETV’s legal and equitable rights to any claims under the Agreement, except as provided in Sections 2(h)(iinjunctive relief(s), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicabledamages, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager other remedies available under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerApplicable Laws.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Term Termination. (a) a. This Agreement shall continue commence on the Effective Date and shall expire on , 20 , 11:59 PM, subject, however, to Licensor’s right to earlier revoke the License granted hereunder and terminate this Agreement as herein provided.
b. In the event that Licensee, any person acting on its behalf, or any person who is on the Property in force until the first connection with Licensee’s use of the following occurs: Premises, including its employees, representatives, agents, volunteers, attendees or invitees (“Licensee Users”) (i) uses the payment in full or redemption in whole of Premises for any purpose other than the Class A Notes and the termination of the Indenture in accordance with its terms; Permitted Purpose (ii) the liquidation uses or accesses any part of the Collateral and Property other than the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or Premises, (iii) uses any Additional Facility other than the termination Additional Facilities listed on Exhibit B, (iv) operates or dispenses Additional Facilities without prior approval of Licensor, (v) fails to pay any amounts due under this Agreement as and when due, (vi) fails have a designated representative present as required under this Agreement, (vii) provides false or misleading information to Licensor in connection with this Agreement, or (viii) fails to comply with any other material term or provision of this Agreement Agreement, then in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that each such event Licensor may revoke the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided License granted herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, terminate this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, immediately upon 90 days’ prior written notice to the Issuer and the TrusteeLicensee.
(c) This Agreement shall be automatically terminated in c. At the event that the Issuer expiration or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the earlier termination of this Agreement.
(e) Upon the removal or resignation , and/or revocation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointmentLicense granted hereunder, all rights of Licensee shall terminate and obligations Licensee shall immediately cease use of the Collateral Manager under this Agreement shall terminatePremises and surrender same to Licensor, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period along with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerAdditional Facilities.
Appears in 2 contracts
Sources: Facility License Agreement, Facility License Agreement
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), subsection (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 30 days’ prior written notice to the Issuer and the TrusteeRating Agency; provided, however, that no such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed and shall have assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing, and the Issuer shall use its best efforts to appoint a successor collateral manager to assume such duties and obligations.
(c) This Agreement shall be automatically terminated in the event that the Issuer determines in good faith that the Issuer or any portion of the pool of Collateral Assets has become required to register as an investment company under the provisions of the Investment Company ActAct by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Collateral Manager thereof.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 82(g), 8(c), 10 and 1415 of this Agreement, which provisions shall survive the termination of this Agreement.
(ei) Upon the any removal for cause pursuant to Section 14 or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Debt is Outstanding, a Majority of the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to Subordinated Notes, unless a Majority of the Controlling Class has objected (such objection not be unreasonable) within 30 days after written notice of the appointment has been provided to holders of the Notes, (including, for the avoidance of doubt, Notes held by the Collateral Manager, its Affiliates and that any account or fund managed by the Collateral Manager or any of its Affiliates), shall appoint as a successor collateral manager any established institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is approved by legally qualified and has the capacity to act as collateral manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of all of the members responsibilities, duties and obligations of the Issuer. If the Collateral Manager is removed pursuant to Section 13hereunder and under the applicable terms of the Indenture, (1iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the Investment Company Act and (iv) will not, by its appointment, cause the Issuer to be subject to U.S. federal, state or local income tax on a net basis (including any withholding tax liability under Section 1446 of the Code). If no successor collateral manager shall have been appointed or an instrument of acceptance and assumption by a successor collateral manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor collateral manager by the Issuer, and the issuance of notice of a vote regarding the successor collateral manager to the Holders of the Notes, or (b) within 40 days after the date of notice of resignation or a Notice of Removal (as defined below) of the Collateral Manager, the resigning or removed Collateral Manager or the Trustee, on behalf of the Holders of the Notes, may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of the Holders of the Notes. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor shall agree; provided, however, that no compensation payable to such successor from payments on the Assets shall be greater than that paid to the Collateral Manager under this Agreement without the prior written consent of a Majority of the Controlling Class may elect Debt (voting collectively). The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to increase take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(ii) Upon a successor collateral manager agreeing in writing to assume all of the Collateral Manager’s duties and obligations hereunder, any amendment reducing the Senior Collateral Management Fee (or provide for the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect and the Senior Collateral Management Fee and the Subordinated Collateral Management Fee payable to such successor collateral manager shall be equal to the Senior Collateral Management Fee and the Subordinated Collateral Management Fee on the Closing Date; provided that any amendment increasing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall remain in full force and effect upon a subordinated successor collateral management fee) for manager agreeing in writing to assume all of the successor Collateral Manager, subject to ’s duties and obligations hereunder.
(f) In the consent event of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(d) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Collateral Management Agreement (Stepstone Private Credit Fund LLC), Collateral Management Agreement (Stepstone Private Credit Fund LLC)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; Debt, and the satisfaction and discharge of the Indenture and each Credit Agreement in accordance with their respective terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, the Collateral Trustee and the TrusteeLoan Agent; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Debt is Outstanding, the Issuer shall transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the S&P Rating Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Debt voting separately by Class, including Collateral Manager Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Collateral Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement (Golub Capital Private Credit Fund), Collateral Management Agreement (Golub Capital Private Credit Fund)
Term Termination. (a) This The term of the Consultant’s consulting engagement under this Agreement shall continue in force until the first commence as of the Effective Time and shall continue for a term (the “Term”) ending on the date that is eighteen (18) months following occurs: (i) the payment in full or redemption in whole date of the Class A Notes Effective Time, unless such engagement is sooner terminated pursuant to and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination express terms of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto4.
(b) Notwithstanding any other provision hereof to If the contraryBank terminates the Consultant as a consultant without Cause (as defined below), this Agreement may be terminated without cause by the Collateral Manager, and Bank will pay the Collateral Manager may resign, upon 90 days’ prior written notice to Consultant monthly the Issuer and remaining unpaid Monthly Payments that he would have otherwise earned during the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any remaining portion of the pool of Collateral has become required original Term; provided that the Consultant continues to register as an investment company under comply in all material respects with the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this restrictive covenants in Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 5 and 14, which provisions shall survive the termination Section 6 of this Agreement.
(ec) Upon In the removal or resignation event of the Collateral Manager pursuant to Section 12 or 13Consultant’s death during the Term, the Issuer may appoint Bank will pay to the Consultant’s designated beneficiary (or to his estate, if he fails to make such a successor Collateral Manager that is reasonably acceptable designation) a lump sum amount, within sixty (60) days after the Consultant’s death, equal to a Majority the present value of the Controlling Class sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term. For purposes of this Section 4(c), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly.
(d) In the event that the Consultant becomes Disabled (as defined below) during the Term, the Consultant’s consulting engagement hereunder shall terminate. For purposes of this Agreement, “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or would reasonably be expected to last for a continuous period of not less than twelve (12) months and that is approved by renders the Consultant unable to render all or substantially all of the members of consulting services hereunder or if the IssuerConsultant is determined to be “disabled” by the Social Security Administration. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority Consultant’s consulting engagement hereunder terminates on account of the Controlling Class may elect Consultant’s disability, the Bank will pay to increase the Collateral Management Fee Consultant a lump sum amount, within sixty (or provide for a subordinated collateral management fee60) days after the termination of the consulting engagement, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term, and the Consultant’s covenants under Section 5 and Section 6 of this Agreement shall remain in full force and effect for the successor Collateral Manager, subject to the consent remainder of the Issuer; and Restricted Period. For purposes of this Section 4(d), the present value shall be calculated using the short-term applicable federal rate (2determined under section 1274(d) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” Code and the Issuer may not reinvest in additional Collateral ObligationsTreasury Regulations promulgated thereunder) compounded monthly.
(fe) Upon If the acceptance by Bank terminates the Consultant as a successor Collateral Manager consultant with Cause, the Bank will have no further obligation to make any payment to the Consultant (except for compensation earned prior to the date of such appointmenttermination, all rights and obligations which compensation will be prorated for the month in which the termination occurs based upon the number of calendar days elapsed in the Collateral Manager month). If the Bank terminates the Consultant’s consultant engagement under this Agreement shall terminate, except as provided in Sections 2(h)(ifor Cause pursuant to this Section 4(e), 8(bthe restrictive covenants under Section 5 and Section 6 of this Agreement will remain in full force and effect for the remainder of the Restricted Period. For purposes of this Agreement, “Cause” means a good faith determination by the Bank Board of Directors (or the comparable governance body of any successor entity) (the “Bank Board”), 10(a), 10(b), 14(awith at least two-thirds (2/3) and 23. Upon expiration of the applicable notice period with respect whole number of directors of the Bank (rounded up to termination specified the nearest whole number) voting in this Section 12 or Section 13favor, as applicable, and upon that any of the acceptance following has occurred: (i) conviction of the Consultant by a successor Collateral Manager court of such appointmentcompetent jurisdiction of, all authority and power or entry of the Collateral Manager under this Agreement and the Indenturea plea of guilty or nolo contendere for, whether any criminal offense involving material deliberate dishonesty or breach of trust with respect to the Collateral Company; (ii) commission by the Consultant of an act of fraud upon or otherwisematerially evidencing bad faith toward the Company; (iii) the commission by the Consultant of any misconduct (other than traffic violations or similar offenses), shall automatically and without further action whether or not related to the Company, that has caused, or would reasonably be expected to cause, material detriment or damage to the Company’s reputation, business operation, or relation with its employees, customers, vendors, suppliers, or regulators; (iv) the willful failure of the Consultant to cooperate with a bona fide investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or willful inducement of others to fail to cooperate or to produce documents or other materials; (v) the issuance of an order by a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of this Agreement; or (vi) willful refusal by the Consultant to provide in any Person pass material respect the consulting services reasonably assigned to and be vested him by the Bank’s Chief Executive Officer consistent with the terms of this Agreement, which failure continues for more than thirty (30) days after written notice given to the Consultant by the Bank Board, setting forth in reasonable detail the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take nature of such steps as may be reasonably necessary to transfer such authority and powerrefusal.
Appears in 2 contracts
Sources: Consulting Agreement (NB Bancorp, Inc.), Consulting Agreement (Provident Bancorp, Inc. /MD/)
Term Termination. (a) This Agreement shall continue in force until be valid for the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance Term with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation respect to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoeach subscribed Channel.
(b) Notwithstanding Either Party has a right to terminate this Agreement, in the event of:
(i) material breach of this Agreement by the other Party which has not been cured within thirty (30) days (any other provision hereof period as specified under Applicable Laws) from receiving a notice from the other Party; or
(ii) the bankruptcy, insolvency or appointment of receiver over the assets of the other Party; or
(iii) the IPTV license or any other material license necessary for the Operator to operate the Operator’s IPTV Service is revoked at any time other than due to the contrary, this Agreement may be terminated without cause by fault of the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the TrusteeOperator.
(c) This Agreement The Broadcaster shall be automatically terminated have the right to terminate this Agreementby a written notice to the Operator in the event that (a) the Issuer or Operator breaches any portion of the pool anti-piracy requirements and fails to cure such breach within ten (10) days of Collateral has become being required in writing to register as an investment company under do so; and/or (b) The Broadcaster discontinues the provisions of Subscribed Channels with respect to all distributors and provides the Investment Company ActOperator with at least ninety (90) days prior written notice.
(d) If The Operator shall have the right to terminate this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party on written notice to the otherBroadcaster, except if the Operator discontinues its IPTV Service and provides at least ninety (90) days prior written notice.
(e) The Broadcaster shall have the right to terminate this Agreement by a written notice to the Operator and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as provided may be appropriate, upon occurrence of any of the following:
(i) In case of winding up proceedings initiated against the Operator;
(ii) In the event of assignment of the Agreement by the Operator without prior written approval of the Broadcaster;
(iii) If the Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its IPTV Service (including but not limited to entering into an agreement/arrangement with another broadcaster for operational and/or administrative and/or funding purposes, etc.);
(iv) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of the Broadcaster to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in Sections 8, 10 and 14the event of any court order which cannot be reviewed or appealed against, which provisions shall survive prevents/restricts the termination Broadcaster from providing the Subscribed Channels to the Operator under the terms of this Agreement.
(ef) Upon The Broadcaster’s rights to terminate the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject Agreement shall be without prejudice to the consent of Broadcaster’s legal and equitable rights to any claims under the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointmentAgreement, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(iinjunctive relief(s), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicabledamages, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager other remedies available under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerApplicable Laws.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until September 29, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation compensation payable to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b)Manager, (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein form of base management fees and therein until incentive fees, or the payment in full or redemption in whole of the Class A Notes unless amount thereof, is unfair to any of the events described in Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) or (iii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof Independent Directors determines to be fair pursuant to the contrary, procedure set forth below. The Company may elect not to renew this Agreement may be terminated without cause by upon the Collateral Manager, and expiration of the Collateral Manager may resign, Initial Term or any Renewal Term upon 90 at least 180 days’ prior written notice to the Issuer and Manager (the Trustee.
(c) This Agreement “Termination Notice”). If the Company issues the Termination Notice, the Company shall be automatically terminated obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the Issuer or compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any portion such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the pool of Collateral has become required Independent Directors agree to register as an investment company under the provisions terms of the Investment revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company Actand the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(db) If In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated pursuant in accordance with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay to this Section 12the Manager, on the date on which such termination shall be without any further liability or is effective, a termination fee (the “Termination Fee”) equal to three times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of either party the Company to pay the other, except as provided in Sections 8, 10 and 14, which provisions Termination Fee shall survive the termination of this Agreement.
(ec) Upon No later than 180 days prior to the removal or resignation expiration of the Collateral Manager pursuant to Section 12 Initial Term or 13Renewal Term, the Issuer Manager may appoint a successor Collateral Manager that is reasonably acceptable deliver written notice to a Majority the Company informing it of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant Manager’s intention to Section 13decline to renew this Agreement, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under whereupon this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) not be renewed and 23extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. Upon expiration of The Company shall not be required to pay the applicable notice period with respect Termination Fee to termination specified in the Manager if the Manager terminates this Agreement pursuant to this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power13(c).
Appears in 2 contracts
Sources: Management Agreement (Colony Financial, Inc.), Management Agreement (Colony Financial, Inc.)
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term (a “Renewal Term”) upon the expiration of the Initial Term and on each anniversary date thereafter unless at least two-thirds of all of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Pine River or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation compensation payable to the Holders of Manager hereunder is unfair; provided that the Class A Notes; or (iii) Company shall not have the termination of right to terminate this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of all of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (iiithe “Termination Notice”) of the preceding sentence occur Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior theretoto the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate the revised compensation payable to the Manager under this Agreement. In the event that the Manager and at least two-thirds of all of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(b) Notwithstanding any other provision hereof In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 15(b) of this Agreement, the Company shall pay to the contraryManager, this Agreement may be terminated without cause on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of the average annual Base Management Fee earned by the Collateral ManagerManager during the 24-month period immediately preceding the date of such termination, and calculated as of the Collateral Manager may resign, upon 90 days’ end of the most recently completed fiscal quarter prior written notice to the Issuer and date of termination. The obligation of the TrusteeCompany to pay the Termination Fee shall survive the termination of this Agreement.
(c) This No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be automatically terminated in renewed and extended and this Agreement shall terminate effective on the event that anniversary date of this Agreement next following the Issuer or any portion delivery of the pool of Collateral has become such notice. The Company is not required to register as an investment company under pay to the provisions of Manager the Investment Company ActTermination Fee if the Manager terminates this Agreement pursuant to this Section 13(c).
(d) If this Agreement is terminated pursuant to Section 13 or Section 15 of this Section 12Agreement, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 86, 10 9, 10, 13(b), 15(b), and 1416 of this Agreement. In addition, which provisions Sections 11, 13(d) and 21 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Management Agreement (Two Harbors Investment Corp.), Management Agreement (Capitol Acquisition Corp)
Term Termination. The term of this TALA shall commence on the Effective Date. If either Party breaches any of its representations or obligations under this TALA, the other Party shall have the right, without prejudice to any other rights it may have, at any time thereafter to terminate this TALA upon at least forty-five (a45) This Agreement days’ notice, provided that such breach is continuing at the end of such notice period. In the event of a termination due to breach by LICENSEE, SEQUANS shall keep the LICENSE FEE and LICENSEE shall pay to SEQUANS all outstanding maintenance fees and expenses accrued before the termination date in accordance with this TALA. In the event a termination due to breach by SEQUANS, LICENSEE shall be entitled to continue to exercise the granted under this TALA, to continue to distribute and sell LICENSEE Products using and incorporating the LICENSED SOLUTION in force its inventory, including LICENSEE PRODUCTS in process or production and shall be entitled to keep the SOFTWARE and all related documentation until for LICENSEE’s customers support. Nothing herein shall be construed to limit LICENSEE’s rights to seek any additional damages or remedies available to it under the first law. Upon termination of this TALA for LICENSEE’S uncured breach of this TALA, the following occurs: TALA and all other rights granted hereunder to LICENSEE shall immediately cease, and LICENSEE shall (i) return the payment in full SOFTWARE (any and all releases) and all related documentation to SEQUANS, or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation destroy all remaining copies of such SOFTWARE and of the Collateral associated documentation and the final distribution of the proceeds of confirm such liquidation destruction in writing, provided, however, that LICENSEE shall be permitted to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b)sell, (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Managerdistribute, and the Collateral Manager may resignsupport any LICENSEE PRODUCTS in its inventory, upon 90 days’ prior written notice to the Issuer including LICENSEE PRODUCTS in production and the Trustee.
(c) This Agreement shall be automatically terminated in entitled to keep the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActSOFTWARE and all related documentation until for LICENSEE’s customers support.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Lte Technology Access and License Agreement (Renesas Electronics Corp), Lte Technology Access and License Agreement (Renesas Electronics Corp)
Term Termination. (a) This Agreement shall take effect as of the Effective Date and shall continue thereafter in full force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture terminated in accordance with its terms; (ii) the liquidation provisions of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b4(b), (c) or Section 13. The Collateral Manager hereby acknowledges period commencing on the Effective Date and agrees that ending on the Collateral Manager effective date of termination shall continue be referred to perform its obligations hereunder and under as the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto“Term”.
(b) Notwithstanding any other provision hereof to This Agreement and the contrary, this Agreement Services may be terminated without cause at any time by the Collateral Manager, and the Collateral Manager may resign, either Party for any reason or no reason upon 90 days’ at least three (3) months prior written notice of termination to the Issuer and the Trusteeother Party.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under Notwithstanding the provisions of Section 4(a), the Investment Company Actmay terminate this Agreement with immediate effect without notice and without any liability to make any further payment to the Consultant (other than in respect of amounts accrued prior to the termination date) if at any time:
(i) the Individual is not available to perform the Services for any single continuous period extending beyond 90 days;
(ii) the Consultant or Individual commits any gross misconduct affecting the business of the Company or its affiliates;
(iii) the Consultant or Individual commits any serious or repeated breach or non-observance of any material provisions of this Agreement;
(iv) the Individual is convicted of any serious criminal offence involving a custodial penalty;
(v) the Consultant makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant;
(vi) the Consultant or the Individual commits any fraud or any acts that are materially adverse to the interests of the Company or its affiliates.
(d) If The rights of the Company under Section 4(c) are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement is terminated pursuant on the part of the Consultant as having brought the Agreement to this Section 12, such termination an end. Any delay by the Company in exercising its rights to terminate shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreementnot constitute a waiver thereof.
(e) Upon The provisions of Sections 5, 6, 7, 8 and 9 shall survive the removal expiration or resignation termination of the Collateral Manager pursuant to Section 12 or 13this Agreement, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationsaccordance with their provisions.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Consulting Services Agreement (Volitionrx LTD), Consulting Services Agreement (Volitionrx LTD)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a . If no successor Collateral Manager is not appointed within 60 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Collateral Management Agreement (Blue Owl Capital Corp), Collateral Management Agreement (Blue Owl Capital Corp)
Term Termination. (a) This Agreement The term of this Lease (the “Term”) shall continue in force until commence on the first of date hereof (the following occurs: (i“Commencement Date”) and shall expire on March 31, 2017 unless Tenant’s right to use and occupy the payment in full Premises is either earlier terminated or redemption in whole of the Class A Notes extended pursuant to and the termination of the Indenture in accordance with its terms; (ii) the liquidation terms of this Lease, the Collateral Master Agreement and the final distribution of TSA (March 31, 2017, or such earlier or later date to which Tenant’s right to use and occupy the proceeds of such liquidation Premises shall have been accelerated or extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the Holders of the Class A Notes; or (iii) the termination term of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that Lease beyond the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoExpiration Date.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement This Lease may be terminated without cause prior to March 31, 2017 (i) by the Collateral Manager, mutual written consent of Landlord and the Collateral Manager may resign, upon 90 days’ prior written notice Tenant or (ii) pursuant to the Issuer and the Trusteeprovisions of Section 2(c), 11, 12, 14 or 15(b) of this Lease.
(c) This Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to the last sentence of this Section 2(c)) in the event of a termination of the Master Agreement, the expiration or termination of the News Agreement shall be automatically terminated (as such term is defined in the TSA) or the expiration or termination of the TSA, subject to the Transition Rights (as defined below), in each case, pursuant to the applicable termination provisions thereof, provided that, in the event that (x) such automatic termination is the Issuer or any portion result of the pool termination or expiration of Collateral has become required the News Agreement, Tenant shall have a one (1)-year transition period from the date of such automatic termination to register quit and surrender to Landlord the Premises, or (y) such automatic termination is the result of a termination by CBS Radio of the Master Agreement pursuant to Section 27(a)(ii) through (v) or Section 27(b) thereof, Tenant shall have a six (6)-month transition period from the date of such automatic termination to quit and surrender to Landlord the Premises; and (ii) this Lease may be terminated by Landlord if any person or entity engaged in the radio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an investment company under agreement to acquire more than fifty percent (50%) of the equity or voting interests of Tenant, all or substantially all of the assets of Tenant or all or substantially all of the assets comprising any significant business unit or division of Tenant, in each case, in a single transaction or series of related transactions, provided that in such case Tenant shall have a one (1)-year transition period from the date of such termination to quit and surrender to Landlord the Premises. Notwithstanding the foregoing, if the TSA is terminated, this Lease shall terminate at the end of the transition periods that are the subject of the Monetary Breach Transition Right, Breach Transition Right, Natural Expiration Transition Right or Short Term Transition Right, as applicable (each as set forth in Section 5 of the TSA and, collectively, the “Transition Rights”). Landlord and Tenant agree that, during any of the transition periods herein provided, Tenant shall have the right to continue its use of the Leased Equipment and Rooftop Equipment in accordance with the provisions of the Investment Company Act.
this Lease (d) If this Agreement is terminated pursuant to this Section 12including, such termination shall be without any further liability or obligation limitation, all obligations of either party to the other, except as provided in Sections 8, 10 and 14Tenant hereunder, which provisions obligations shall survive continue to apply to Tenant until the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days expiration of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationsapplicable transition period).
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Master Agreement (Westwood One Inc /De/), Lease (Westwood One Inc /De/)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; Notes and the Holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and shall have accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and shall have assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any Holder of any Interest.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) (except such portion of the Collateral Management Fees due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the Holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Noteholders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), (c), (d), (e) or (f) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 60 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the TrusteeTrustee (and the Issuer shall direct the Trustee to distribute a copy of such notice to the Holders within five (5) Business Days of receipt); provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This No resignation or removal of the Collateral Manager pursuant to this Agreement shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted and assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”).
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit or cause the Trustee to transmit copies of such notice to the Holders and each Rating Agency and shall appoint a successor Collateral Manager in accordance with the procedures set forth in clause (e) below; provided that such successor Collateral Manager (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) has agreed to coordinate with the replaced Collateral Manager regarding communications with the Rating Agencies, (iv) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions of 1940 Act and (v) with respect to which the Investment Company ActGlobal Rating Agency Condition has been satisfied.
(e) A Majority of the Controlling Class will nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof) following the notice of the resignation or removal of the Collateral Manager and such proposed successor will be appointed the successor Collateral Manager by the Issuer; provided that the Global Rating Agency Condition has been satisfied with respect thereto.
(f) The successor Collateral Manager shall be entitled to such Collateral Management Fee set forth in Sections 8(b). Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 8 (with respect to any accrued and 14unpaid Collateral Management Fees) 10, which provisions 12(g), 15, 17, 21, 22, 23 and 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement (KCAP Financial, Inc.), Collateral Management Agreement (TICC Capital Corp.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; Notes and the holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency (provided, however, in the event that case of S&P, only for so long as any Class A Notes remain Outstanding) and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required).
(de) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) does not approve the proposed successor nominated by the Holders of the Interests within ten (10) days of the date of the notice of such nomination, then a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any holder of any Interest.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement, Collateral Management Agreement (NewStar Financial, Inc.)
Term Termination. (a) This Agreement shall continue be in force effect until March 5, 2034 (the first of the following occurs: “Initial Term”) and shall be automatically renewed for a successive one-year term each anniversary date thereafter (ia “Renewal Term”) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture unless terminated by a party in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; this Section 12 or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof Subject to Section 13 below, neither the Company nor the Manager may terminate this Agreement without cause during the first 24 months of the Initial Term. Thereafter, subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the contraryCompany, or (ii) the compensation payable to the Manager under this Agreement is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to compensation that at least two-thirds of the Ajax Independent Directors determine is reasonable pursuant to the procedure set forth below.
(i) If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company, shall deliver to the Manager prior written notice (the “Termination Notice”) of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Ajax, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Ajax Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Ajax Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same.
(ii) In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period according to Section 12(b)(i) above, this Agreement may shall terminate, such termination to be terminated without cause by effective on the Collateral Manager, date which is the later of (A) 10 days following the end of such 45-day period and (B) the Collateral Manager may resign, upon 90 days’ prior written notice to Effective Termination Date originally set forth in the Issuer and the TrusteeTermination Notice.
(c) This Agreement shall be automatically terminated In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Issuer or any portion of the pool of Collateral has become required to register as an investment company under Company in accordance with the provisions of Section 12(b) of this Agreement, the Investment Company Actshall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.
(d) Following the first 24 months of the Initial Term, the Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to December 31 of any year during the Initial Term or Renewal Term, whereupon this Agreement shall terminate effective on December 31 next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(d).
(e) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and if the Servicing Agreement is terminated for any reason other than for “cause” (as defined therein), the Manager shall be paid the Termination Fee.
(f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either any party to the otherothers, except as with respect to the obligations provided in Sections 81(e), 12(b), 13 (b), 13(c) and 14 of this Agreement. In addition, Sections 10 and 14, which provisions 15 through 25 of this Agreement shall survive the termination of this Agreement.
(e) Upon . Notwithstanding the removal or resignation of foregoing, neither the Collateral Company nor the Manager may terminate this Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon during the acceptance by a successor Collateral Manager of such appointment, all authority and power first 24 months of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerInitial Term.
Appears in 2 contracts
Sources: Management Agreement (Great Ajax Corp.), Management Agreement (Great Ajax Corp.)
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination The term of this Agreement in accordance with shall commence on the Amendment Effective Date and shall continue until terminated pursuant to Section 12(b), (c) 12 or this Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof anything herein to the contrary, this Agreement may be terminated shall automatically and immediately terminate, without cause the requirement for any further action by any Party, upon the Collateral Managerearliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the Collateral Manager may resignother Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement solely if both (a) the Alternative Voting System is then in effect pursuant to Section 4.3(b)(ii), upon 90 days’ prior written notice (iii) or (iv) of the Parent LP Agreement and (b) a Person other than the General Partner was appointed to sell the Issuer Property and manage all aspects of the Trusteesale process, or (iv) the date that is seven (7) years after the Effective Date.
(c) This The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement shall be automatically terminated immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the Issuer or any portion prior written consent of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActBoard and (ii) for Cause.
(d) If Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation immediately upon delivery of either party written notice to the other, except Asset Manager in the event that a Fiscal Year’s actual results (as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of determined following the applicable notice period year-end) with respect to termination specified a particular Line Item (as defined in this Section 12 or Section 13, Exhibit B) are outside the applicable Allowable Variance Limits (as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested defined in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerExhibit B).
Appears in 2 contracts
Sources: Limited Partnership Agreement (CatchMark Timber Trust, Inc.), Asset Management Agreement (CatchMark Timber Trust, Inc.)
Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force until and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full or redemption in whole end of the Class A Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination Term of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges shall not be extended and agrees that will expire at the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole conclusion of the Class A Notes then-current Term unless any of the events described Parties agree in clause (ii) or (iii) of the preceding sentence occur prior theretowriting to such renewal on mutually agreeable terms.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause prior to the expiration of the Term in the following circumstances:
i. By mutual written agreement of the Parties at any time.
ii. With respect to the Services provided by the Collateral ManagerCCO or PFO, and without penalty to either party, by the Collateral Manager may resign, upon 90 Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Issuer Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the Trusteeindependent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board.
iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party.
iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination shall be without any further liability within ten (10) days of the effective date of such termination. Upon the expiration or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the earlier termination of this Agreement.
, ▇▇▇▇ agrees to: (ei) Upon use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the removal or resignation related transition of the Collateral Manager pursuant Services to Section 12 any such new service provider(s) or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and upon appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the acceptance by a successor Collateral Manager books and records of such appointment, all authority Client. Any training and power of the Collateral Manager other services under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, section shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerbilled at an hourly rate of $250.
Appears in 2 contracts
Sources: Services Agreement (Tortoise Capital Series Trust), Services Agreement (Tortoise Capital Series Trust)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds proceeds, if any, of such liquidation to the Holders of the Class A Notes; Secured Debt and the holders of the Preferred Shares, (ii) the payment in full of the Secured Debt and the satisfaction and discharge of the Indenture and the Credit Agreement in accordance with their terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, the Trustee and the TrusteeFiscal Agent; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any Secured Debt is Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders), the Fiscal Agent and each Rating Agency (provided, however, in the event that case of Fitch, only for so long as any Class A-1 Debt remains Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Preferred Shares, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class (disregarding any Collateral Manager Notes).
(de) If (i) a Majority of the Preferred Shares fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (disregarding any Collateral Manager Notes) does not approve the proposed successor nominated by the Holders of the Preferred Shares within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Preferred Shares approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Secured Debt or any holder of any Preferred Shares.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) (except such portion of the Collateral Management Fee due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Secured Debt (in each case including Collateral Manager Notes) and of 100% of the holders of the Preferred Shares. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be outstanding in connection with such vote and a Class of Secured Debt entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Secured Debt that is not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in lieu of such other Class of Secured Debt.
(h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) of this Section 12.
(i) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 2 contracts
Sources: Collateral Management Agreement, Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), subsections (b) or (c) of this Section 11 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 12 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Collateral Portfolio Manager, and the Collateral Portfolio Manager may resign, upon 90 at least ninety (90) days’ prior written notice to the Issuer and (or such shorter notice as is acceptable to the TrusteeIssuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation.
(c) This Agreement shall be automatically terminated in the event that the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or any portion of the pool of Collateral Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof.
(d) If this Agreement is terminated pursuant to this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.
(e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act.
, and (d5) If shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement is terminated pursuant and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Section 12Agreement and the terms of the Indenture applicable to the Portfolio Manager, such termination as shall be without necessary to effectuate any further liability such succession. If the Portfolio Manager shall resign or obligation be removed but a successor portfolio manager shall not have assumed all of either party to the otherPortfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, except as provided then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in Sections 8, 10 and 14, which provisions shall survive connection with such appointment by a court of competent jurisdiction. The Issuer will provide the termination Rating Agencies with written notice of this Agreement.
(e) Upon the any removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Portfolio Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon In the acceptance event of removal of the Portfolio Manager by a successor Collateral the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Portfolio Manager under this Agreement shall terminate, (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in Sections 2(h)(ithis Agreement), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 11 or Section 1312 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager portfolio manager of such appointment, all authority and power of the Collateral Portfolio Manager under this Agreement and or the Indenture, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerportfolio manager.
Appears in 2 contracts
Sources: Portfolio Management Agreement, Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a . If no successor Collateral Manager is not appointed within 60 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Collateral Management Agreement (Blue Owl Technology Finance Corp.), Collateral Management Agreement (Blue Owl Credit Income Corp.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a . If no successor Collateral Manager is not appointed within 60 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Collateral Management Agreement (Blue Owl Credit Income Corp.), Collateral Management Agreement (Blue Owl Credit Income Corp.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event of a change in applicable law or provide for regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a subordinated collateral management feeviolation of such law or regulation, within 30 days) for following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, subject to in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of the Issuer; and any Holder of any Securities.
(2f) if a Any successor Collateral Manager is not appointed within 60 days shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Collateral Management Agreement (Blue Owl Capital Corp III), Collateral Management Agreement (Blue Owl Capital Corp II)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee; provided that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor collateral manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the event that Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager, the Issuer shall transmit copies of notice of such resignation or any portion removal to the Trustee (which shall forward a copy of such notice to the holders) and the Rating Agencies and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) has been identified in a prior written notice provided to the Rating Agencies, and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor collateral manager within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor collateral manager nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor collateral manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the resigning or removed Collateral Manager, a Majority of the Subordinated Notes (disregarding Collateral Manager Securities, unless 100% of the Subordinated Notes are Collateral Manager Securities) and a Majority of the Controlling Class (disregarding Collateral Manager Securities) shall have the right to petition a court of competent jurisdiction to appoint a successor collateral manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note.
(f) If no successor collateral manager has been appointed within 180 days of initial notice of the resignation or removal of the Collateral Manager, any Holder of Class A-1 Notes with an Aggregate Outstanding Amount that exceeded $5 million as of the date of the initial notice of the resignation or removal of the Collateral Manager may petition any court of competent jurisdiction for the appointment of a successor collateral manager. Any such appointment by any court of competent jurisdiction will not require the consent of, and shall not be subject to the disapproval of, the Issuer, any Holder or the outgoing Collateral Manager. The Issuer will provide notice to the Holders and the Trustee (for forwarding to each Rating Agency) of the appointment of a successor collateral manager promptly after the effectiveness of such appointment.
(g) The successor collateral manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor collateral manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders or beneficial owners of each Class of Notes voting separately by Class, including Collateral Manager Securities. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor collateral manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor collateral manager. The Issuer, the Trustee and the successor collateral manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) below.
(i) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314.
(j) In connection with any vote under this Agreement, as applicablein determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, and upon the acceptance by a successor demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Securities are disregarded and deemed not to be outstanding in connection with such vote and a Class of Notes entitled to vote is comprised entirely of Collateral Manager Securities, then the most senior Class of Notes that is not comprised entirely of Collateral Manager Securities shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Securities, in lieu of such appointment, all authority and power other Class of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerNotes.
Appears in 2 contracts
Sources: Collateral Management Agreement (Apollo Debt Solutions BDC), Collateral Management Agreement (Apollo Debt Solutions BDC)
Term Termination. (a) 5.1 This Agreement is entered into as of the Effective Date and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.until
(b) Notwithstanding any other provision hereof to the contrary, this 5.2 This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, either party upon 90 days’ thirty (30) days prior written notice to the Issuer and other party if either party determines, in its discretion, that Project is no longer academically, technically or commercially feasible. Upon receipt of such notice of termination, USC shall exert its reasonable efforts to limit or terminate any outstanding financial commitments for which Sponsor is to be liable. Sponsor shall reimburse USC for all costs incurrect by it for the TrusteeProject, including without limitation, all Noncancellable Obligations.
5.3 In the event Sponsor commits a material breach of this Agreement, USC may provide written notice of the breach and Sponsor shall have ten (c10) This business days within which to remedy the breach. If Sponsor fails to remedy the breach within such period, the Agreement automatically shall terminate upon the expiration of the ten (10) day cure period. In such an event, Sponsor shall not later than thirty (30) days after such termination, pay to USC any outstanding amounts remaining to be paid, including any Noncancellable Obligations incurred by USC through the date of termination. Sponsor’s payment under this Section 5.3 does not preclude USC from pursuing any other remedies under law or equity, which shall be in addition to the remedy specified in this Section 5.3.
5.4 In the event of termination or expiration of this Agreement: (i) Sponsor shall promptly return to USC all USC Confidential Information in Sponsor’s possession or control, (ii) USC shall promptly return to Sponsor all Sponsor Confidential Information in USC’s possession or control, (iii) Sponsor shall pay all costs accrued by USC through date of termination, including Noncancellable Obligations, and (iv) each party shall provide to the other party a written statement certifying that it has complied with the foregoing obligations. All rights, benefits and licenses granted to Sponsor under this Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Actterminate upon termination.
(d) If this Agreement is terminated pursuant to this Section 125.5 The provisions and obligations of Sections 3, such termination shall be without any further liability or obligation of either party to the other5, except as provided in Sections 87, 10 and 14, which provisions 9-15 shall survive notwithstanding the expiration or termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Research Agreement, Research Agreement
Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force until and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full or redemption in whole end of the Class A Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination Term of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges shall not be extended and agrees that will expire at the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole conclusion of the Class A Notes then-current Term unless any of the events described Parties agree in clause (ii) or (iii) of the preceding sentence occur prior theretowriting to such renewal on mutually agreeable terms.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause prior to the expiration of the Term in the following circumstances:
i. By mutual written agreement of the Parties at any time.
ii. With respect to the Services provided by the Collateral ManagerCCO or PFO, and without penalty to either party, by the Collateral Manager may resign, upon 90 Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Issuer Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the Trusteeindependent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board.
iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party.
iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and P▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination shall be without any further liability within ten (10) days of the effective date of such termination. Upon the expiration or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the earlier termination of this Agreement.
, P▇▇▇ agrees to: (ei) Upon use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the removal or resignation related transition of the Collateral Manager pursuant Services to Section 12 any such new service provider(s) or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and upon appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the acceptance by a successor Collateral Manager books and records of such appointment, all authority Client. Any training and power of the Collateral Manager other services under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, section shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerbilled at an hourly rate of $250.
Appears in 2 contracts
Sources: Services Agreement (Kurv ETF Trust), Services Agreement (Meketa Infrastructure Fund)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to liquidation, in accordance with the Holders of the Class A NotesIndenture; or (iiiii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Portfolio Manager, and the Collateral Portfolio Manager may resign, resign upon 90 days’ (or such shorter notice period acceptable to the Issuer) prior written notice to the Issuer and the TrusteeRating Agency; provided that, notwithstanding the foregoing, the Portfolio Manager may resign and terminate its rights and obligations hereunder at any time if, due to a material change in applicable law or regulation, the performance by the Portfolio Manager of its duties hereunder and under the Indenture would (i) be a violation of such law or regulation or (ii) create an undue burden or expense that would have a materially adverse effect on the Portfolio Manager’s ability to continue to perform its duties and obligations hereunder.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act[Reserved].
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1431 of this Agreement, which provisions shall survive the termination of this Agreement.
(e) Upon the Subject to Section 12(f), upon any removal or resignation of the Collateral Portfolio Manager pursuant to Section 12 or 13while the Debt is Outstanding, the Issuer, at the direction of a Majority of the Interests and acting through its independent manager, shall appoint as successor portfolio manager an institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Portfolio Manager hereunder, (ii) is legally qualified and has the capacity to act as portfolio manager h▇▇▇▇▇▇▇▇, as successor to the Portfolio Manager under this Agreement in the assumption of all responsibilities, duties and obligations of the Portfolio Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer may appoint or any portion of the pool of Assets to become required to register as an “investment company” under the provisions of the Investment Company Act and (iv) shall not cause the Issuer to be subject to tax on a net basis in any jurisdiction other than its jurisdiction of incorporation.
(f) No such termination, resignation or removal shall be effective until a successor Collateral Manager that is reasonably acceptable to portfolio manager has been approved by a Majority of the Controlling Class and that is approved following the designation of such successor by all the Issuer (at the direction of a Majority of the members Interests) and the delivery by the Issuer of a notice naming and describing the qualifications of the Issuersuccessor portfolio manager to the Holders and the appointment has become effective. If Manager Debt may be voted in connection with the Collateral approval of any such successor unless the Portfolio Manager is has been removed for “cause” pursuant to Section 1314. Such successor portfolio manager must be ready and able to assume the duties of the Portfolio Manager within 40 days after the date of such notice of resignation or removal of the Portfolio Manager. If no successor portfolio manager shall have been appointed and approved or an instrument of acceptance by a successor portfolio manager shall not have been delivered to the Portfolio Manager by the later of (a) 30 days after designation of the successor portfolio manager by the Issuer (at the direction of a Majority of the Interests) and the issuance of notice by the Issuer regarding the successor portfolio manager to the Holders or (b) 50 days after the date of notice of resignation or removal of the Portfolio Manager, (1) the resigning or removed Portfolio Manager or the Collateral Trustee, at the direction of the Holders of a Majority of the Controlling Class Class, may elect petition a court of competent jurisdiction for the appointment of a successor portfolio manager without the approval of any Holders. No compensation payable to increase any successor portfolio manager from payments on the Assets shall be greater than that permitted by the Indenture. The Issuer, the Collateral Management Fee (or provide for a subordinated collateral management fee) for Trustee, the Portfolio Manager and the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of portfolio manager shall take such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period action consistent with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect terms of the Indenture applicable to the Collateral or otherwisePortfolio Manager, as shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer effectuate any such authority and powersuccession.
Appears in 2 contracts
Sources: Portfolio Management Agreement (FS KKR Capital Corp), Portfolio Management Agreement (FS KKR Capital Corp)
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination The term of this Agreement in accordance with Section 12(b)(the "Term") will commence on the Effective Date and will continue until the earlier of (1) eighteen (18) months after the Effective Date, (c2) the date on which Clearwire has used all of the Prepaid Royalties for accessing Future Spectrum Capacity pursuant to this agreement, or Section 13(3) the date on which Licensee has returned to Clearwire (in cash) the entire amount of the Prepaid Royalties that has not been used for accessing Future Spectrum Capacity pursuant to this Agreement. The Collateral Manager hereby acknowledges and agrees Clearwire shall have the right, in its sole discretion, to extend the Term at any time prior to its expiration under clause (1) above; provided, that the Collateral Manager Term shall continue not extend beyond the first to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any occur of the events described in clause clauses (ii2) or (iii3) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof above except as it pertains to the contrary, this [***]. This Agreement may be terminated without cause prior to expiration of the Term under any of the following circumstances: (i) by mutual written agreement of the Collateral Manager, and the Collateral Manager may resignparties; (ii) by Clearwire, upon 90 days’ prior giving written notice to Licensee in the Issuer Event of Default; provided that such Event of Default is not cured (if it is capable of being cured) within [***] following such notice; (iii) by Licensee, upon giving written notice to Clearwire in the Event of Default; provided that with respect to an Event of Default that is a payment default, it is not cured in [***] following such notice, and with respect to all other Events of Default (that are of a type capable of being cured) such Event of Default is not cured within [***] thereof; or (iv) by Clearwire upon written notice to Licensee and to the Trustee.
(c) This extent allowed under law, if Licensee files a petition pursuant to Title 7 or 11 of the United States Bankruptcy Code or is adjudged a debtor after the filing of an involuntary bankruptcy petition against Licensee, or if Licensee files a petition for relief pursuant to any state insolvency laws. Upon termination of this Agreement for any cause, the Prepaid Royalties Balance shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required refunded to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12Clearwire, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this AgreementSection 2.02.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 2 contracts
Sources: Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee; provided that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor collateral manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the event that Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager, the Issuer shall transmit copies of notice of such resignation or any portion removal to the Trustee (which shall forward a copy of such notice to the holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) does not cause the Issuer to become subject to U.S. federal income tax on a net basis, (v) has been identified in a prior written notice provided to the Rating Agency, and (vi) has been approved by a Majority of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this AgreementControlling Class.
(e) Upon If (i) a Majority of the Subordinated Notes fails to nominate a successor collateral manager within 30 days of initial notice of the resignation or removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1ii) a Majority of the Controlling Class does not approve the proposed successor collateral manager nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect to increase be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Management Fee Manager. If no successor collateral manager is appointed within 90 days (or, in the event of a change in applicable law or provide for regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a subordinated collateral management feeviolation of such law or regulation, within 30 days) for following the successor termination or resignation of the Collateral Manager, subject to the consent any of the Issuer; and resigning or removed Collateral Manager, a Majority of the Subordinated Notes (2) if a successor disregarding Collateral Manager is not appointed within 60 days of such removal Notes, unless 100% of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.Subordinated Notes are Collateral
Appears in 1 contract
Sources: Collateral Management Agreement (Diameter Credit Co)
Term Termination. (a) This Agreement shall continue in force until the first be effective as of the following occurs: date hereof and shall continue for an initial term of five (i5) years. Following. the payment in full or redemption in whole initial term, this Agreement shall be automatically renewed for successive renewal terms of two (2) years each unless, at least 90 days prior to the expiration of the Class A Notes and initial term or the termination then current renewal term, either party shall have notified the other in writing of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation decision not to the Holders of the Class A Notes; or (iii) the termination of renew this Agreement if the terms hereof are to be amended in accordance connection with Section 12(b)any renewal, (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that an appropriate addendum shall be added hereto reflecting, as applicable, the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretorevised terms hereof.
(b) Notwithstanding any other provision hereof to If there is a material default by either party in the contraryperformance of the terms and conditions of this Agreement, and such default shall not have been cured, within a period of 30 days after receipt of written notice thereof (setting forth in detail the nature of such default), then this Agreement may be terminated without cause by shall terminate as of the Collateral Manager, and 31st day following the Collateral Manager may resign, upon 90 days’ prior receipt of such written notice to the Issuer and the Trustee.notice-
(c) This Agreement shall be automatically terminated deemed immediately terminated, without the requirement of further action or notice by either party, in the event that either party, or a direct or indirect holding company of either party, shall become subject to voluntary or involuntary bankruptcy, insolvency, receivership, conservatorship, or like proceedings (including, but not limited to, the Issuer takeover of such party by the applicable regulatory agency) pursuant to applicable state or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Actfederal law.
(d) If In the event that any material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of Visa makes the continued performance of this Agreement is terminated pursuant to this Section 12under the then current terms and conditions unduly burdensome, such termination shall be without any further liability or obligation of then either party shall have the right to terminate this Agreement upon 90 days advance written notice. Such written notice shall include a detailed explanation and evidence of the other, except burden imposed as provided in Sections 8, 10 and 14, which provisions shall survive the termination result of this Agreementsuch change.
(e) Upon In the removal or resignation event that any representation set forth in Paragraph 9 of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminateprove to be materially untrue, either party shall have the right to immediately terminate this Agreement and all of its obligations contained herein by notice to the other party, except as provided to payments of fees for Activated Accounts as set forth in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerParagraph 5.
Appears in 1 contract
Sources: Carrier Agreement (Cybersentry Inc)
Term Termination. (a) This Except as otherwise provided in this Section XIV, the licenses granted pursuant to this Agreement shall continue remain in force until [***]. Upon the first of the following occursearlier to occur of: (i) Licensor notifies Licensee in writing that it will no longer offer for sale complete Light Engines (directly or through its contract manufacturer) (the payment in full "LE Notice"), or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Licensor is not offering for sale complete Light Engines (directly or through its contract manufacturer) prior to [***], and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or provided that (iiix) the termination this Agreement has not previously terminated, and (y) that Licensee is not then in material default of this Agreement in accordance with Section 12(b(such earlier event hereinafter referred to as an "Early Trigger"), Licensee shall have the right, at its option and exercisable by Licensee on written notice to Licensor (c1) within fifteen (15) days of receipt of the LE Notice with respect to an Early Trigger pursuant to Section XIV(a)(i) above, or (2) on or prior to [***] with respect to an Early Trigger pursuant to Section XIV(a)(ii) above, to (A) extend this Agreement to [***], subject to termination pursuant to Sections XIV(b), XIV(c) or Section 13. The Collateral Manager hereby acknowledges and agrees that XIV(d) below (such extended license hereinafter referred to as, the Collateral Manager shall continue "Extended License"), and/or (B) extend this Agreement in perpetuity, subject to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (iitermination pursuant to Sections XIV(b), XIV(c) or XIV(d) below (iii) of such extended license hereinafter referred to as, the preceding sentence occur prior thereto"Perpetual License").
(b) Notwithstanding any other provision hereof In the event that Licensee exercises its rights to the contraryExtended License or the Perpetual License and Licensee is making the Licensed Products directly without a third-party contractor or assembler, the Royalty Rate shall remain as set forth in this Agreement. In the event that Licensee exercises its rights to the Perpetual License and Licensee has the Licensed Products made by Fabrinet or another authorized assembler as set forth in Section II above, this Agreement may shall be terminated without cause modified and amended to: (i) delete the terms "to make" in Section II(ii) above, (ii) eliminate the 15% limitation on the amount of Light Engines that Licensee can have manufactured by a third party authorized assembler; and (iii) modify the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice royalty during such extension period to be an amount equal to the Issuer and greater of: (x) $[***] per unit, or (y) [***]% of the Trustee.
Light Engine Revenue derived by Licensee from the sale of each television unit incorporating a Light Engine (c) This Agreement where "Light Engine Revenue" shall be automatically terminated in the event mean that the Issuer or any portion of the pool total revenue of Collateral has become required Licensee from the sale of a television unit equal to register as an investment company under the provisions that percentage of the Investment Company Act.
(dtotal cost of goods sold of such television unit that is attributable to the total completed Light Engine). In the event the Royalty Rate is modified pursuant to Section XIV(b)(ii) If this Agreement is terminated above, then every six months following the effective date of the Perpetual License, the parties shall negotiate in good faith a fixed dollar amount for the Royalty Rate that they deem to be equal to such modified Royalty Rate. On or after [***] the Perpetual License shall terminate immediately following any calendar month during the extension period for which Licensee shall pay Licensor the applicable royalty on less than 1,000 Light Engine units per month as determined on a rolling twelve month basis. In the event Licensee exercises the option for the Extended License and/or Perpetual License pursuant to this Section 12XIV(b), such termination election shall be without serve as a full release of all claims against Licensor for any further liability acts or obligation of either party omissions by Licensor for periods prior to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement[***].
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class may elect to increase does not approve the Collateral Management Fee (or provide for a subordinated collateral management fee) for proposed successor nominated by the successor Collateral Manager, subject to the consent holders of the Issuer; and (2) if Preferred Shares within 10 days of the date of the notice of such nomination, then a successor Collateral Manager is not appointed Majority of the Controlling Class shall, within 60 days of such removal the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a Preferred Shares approves such proposed successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect nominated pursuant to the Collateral or otherwisepreceding sentence, such nominee shall automatically and without further action by any Person pass to and be vested in become the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.Collateral
Appears in 1 contract
Sources: Collateral Management Agreement (Blue Owl Credit Income Corp.)
Term Termination. (a) This Agreement 7.1 The term of this AGREEMENT shall begin on the EFFECTIVE DATE of this AGREEMENT and continue in force until this AGREEMENT is terminated as provided herein or until the first expiration of the last-to-expire patent within the PATENT RIGHTS in the TERRITORY, or following occurs: (i) [****] from the payment first commercial SALE of a LICENSED PRODUCT, whichever is later, on a country-by-country basis.
7.2 This AGREEMENT will terminate:
a. automatically if LICENSEE becomes bankrupt and/or if the business of LICENSEE is placed in full the hands of a receiver, assignee, or redemption in whole trustee, whether by voluntary act of LICENSEE or otherwise, makes an assignment for the benefit of creditors, or has any other proceedings filed against LICENSEE under any bankruptcy or insolvency laws; or
b. upon [****] written notice from LICENSOR if LICENSEE becomes insolvent unless, before the end of the Class A Notes and the termination [****] period, LICENSEE provides LICENSOR with evidence of the Indenture its solvency; or
c. upon [****] written notice from LICENSOR if LICENSEE breaches or defaults on its obligation to make payments (if any are due) or reports, in accordance with its terms; (ii) the liquidation terms of Article 5 hereunder, unless, before the end of the Collateral [****] period, LICENSEE has cured the breach or default and so notifies LICENSOR, stating the manner of the cure; or
d. upon [****] written notice if LICENSEE breaches or defaults on any other obligation under this AGREEMENT, unless, before the end of the [****] period, LICENSEE has cured the breach or default and so notifies LICENSOR, stating the manner of the cure; or
e. at any time by mutual written agreement between LICENSEE AND LICENSOR; or
f. if LICENSEE defaults upon its indemnification or insurance obligations under Article 11 unless LICENSEE has contested and/or cured the default and so notifies LICENSOR stating the manner of the basis for contesting the default and the final distribution manner of the proceeds cure; or
g. if LICENSEE is convicted of a felony relating to the development, manufacture, use, marketing, distribution, or sale of the LICENSED PRODUCTS; or
h. at any time upon [****] written notice by LICENSEE to LICENSOR, provided that LICENSEE pays to [****] before the expiration of such liquidation [****] notice period.
7.3 If this AGREEMENT is terminated for any cause:
a. nothing herein will be construed to release either party of any obligation matured prior to the Holders effective date of the Class A Notes; or (iii) termination;
b. after the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole effective date of the Class A Notes unless termination, LICENSEE will provide LICENSOR with a written inventory of all LICENSED PRODUCTS in process of manufacture, in use or in stock. LICENSEE may SELL any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding such LICENSED PRODUCTS following such termination if it pays to LICENSOR earned royalties thereon and any other provision hereof amount due pursuant to the contrary, this Agreement may terms of Article 5; and
c. the parties will be terminated without cause bound by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
Articles 2 (dDefinitions), 3 (Limitation of Liability), 5 (Payments and Reports), 9 (Assignment), 11 (Indemnification and Insurance), 12 (Use Of Name), 13 (Confidential Information), 15 (Export Control), 16 (Alternate Dispute Resolution), and 17 (General) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this AgreementAGREEMENT.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency (provided that in the event that case of S&P, only for so long as any Class A Notes and/or the Class B Notes remain Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Interests, which institution (i) has demonstrated an ability, whether as an entity or by its principals and employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions of the Investment Company Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (vi) has been approved by a Majority of the Controlling Class.
(de) If (i) a Majority of the Interests fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Interests within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes and 100% of the holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(g) 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (Golub Capital BDC, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; Debt, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, the Collateral Agent, the Loan Agent and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Debt is Outstanding, the Issuer shall transmit copies of such notice to the Trustee and the Collateral Agent (which shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the S&P Rating Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Debt voting separately by Class, including Collateral Manager Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Collateral Agent and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (GOLUB CAPITAL BDC, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), subsection (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 30 days’ prior written notice to the Issuer and the TrusteeRating Agency; provided, however, that no such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed and shall have assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing, and the Issuer shall use its best efforts to appoint a successor collateral manager to assume such duties and obligations.
(c) This Agreement shall be automatically terminated in the event that the Issuer determines in good faith that the Issuer or any portion of the pool of Collateral Assets has become required to register as an investment company under the provisions of the Investment Company ActAct by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Collateral Manager thereof.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 82(g), 8(c), 10 and 1415 of this Agreement, which provisions shall survive the termination of this Agreement.
(ei) Upon the any removal for cause pursuant to Section 14 or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Debt is Outstanding, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to Issuer, unless a Majority of the Controlling Class has objected (such objection not be unreasonable) within 15 days after written notice of the appointment has been provided to holders of the Secured Debt, (including, for the avoidance of doubt, Interests held by the Collateral Manager, its Affiliates and that any account or fund managed by the Collateral Manager or any of its Affiliates), shall appoint as a successor collateral manager any established institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is approved by legally qualified and has the capacity to act as collateral manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of all of the members responsibilities, duties and obligations of the Issuer. If the Collateral Manager is removed pursuant to Section 13hereunder and under the applicable terms of the Indenture, (1iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the Investment Company Act and (iv) will not, by its appointment, cause the Issuer to be subject to U.S. federal, state or local income tax on a net basis (including any withholding tax liability under Section 1446 of the Code). If no successor collateral manager shall have been appointed or an instrument of acceptance and assumption by a successor collateral manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor collateral manager by the Issuer, and the issuance of notice of a vote regarding the successor collateral manager to the Holders of the Secured Debt, or (b) within 40 days after the date of notice of resignation or a Notice of Removal (as defined below) of the Collateral Manager, the resigning or removed ▇▇▇▇▇▇▇▇▇▇ Manager or the Trustee, on behalf of the Holders of the Secured Debt, may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of the Holders of the Secured Debt. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor shall agree; provided, however, that no compensation payable to such successor from payments on the Assets shall be greater than that paid to the Collateral Manager under this Agreement without the prior written consent of a Majority of the Controlling Class may elect Debt (voting collectively). The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to increase take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(ii) Upon a successor collateral manager agreeing in writing to assume all of the Collateral Manager’s duties and obligations hereunder, any amendment reducing the Senior Collateral Management Fee (or provide for the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect and the Senior Collateral Management Fee and the Subordinated Collateral Management Fee payable to such successor collateral manager shall be equal to the Senior Collateral Management Fee and the Subordinated Collateral Management Fee on the Closing Date; provided that any amendment increasing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall remain in full force and effect upon a subordinated successor collateral management fee) for manager agreeing in writing to assume all of the successor Collateral Manager, subject to ’s duties and obligations hereunder.
(f) In the consent event of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(d) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (AG Twin Brook Capital Income Fund)
Term Termination. (a) This Agreement shall continue in force until automatically terminate (and the first of Voting Trust shall cease and come to an end) upon the following occurs: earliest of:
(i) the payment in full or redemption in whole a Change of the Class A Notes and the termination of the Indenture in accordance with its terms; Control;
(ii) the dissolution or liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement Company in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or 8;
(iii) a Transfer of Deposited Shares in accordance with Section 11 (other than Section 11(a)(i)(y) and Section 11(a)(ii)), in which case this Agreement shall terminate (and the preceding sentence occur prior theretoVoting Trust shall cease and come to an end) only with respect to the Deposited Shares so Transferred; or
(iv) the time at which no Deposited Shares remain in the Voting Trust.
(b) Notwithstanding any other provision hereof to CEG (or an Authorized Representative of CEG (as defined below)) shall provide the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior Trustee with written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool occurrence of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(dany termination event described in Section 10(a)(i) If this Agreement is terminated pursuant to this through Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the 10(a)(iv). Upon termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral Voting Trust (in whole or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Neverthelesspart), the Collateral Manager Trustee (i) shall take all actions necessary, and shall deliver all such steps instructions, instruments and documents as may be reasonably required, to cause any Deposited Shares remaining in the Voting Trust as of the effective time of such termination (or, in the case of a partial termination pursuant to Section 10(a)(iii), any Deposited Shares that are Transferred in accordance with Section 11 (other than Section 11(a)(ii))) to be promptly registered in book-entry form in the name of CEG (or its nominee) on the stockholder register of the Company, free and clear of any legend or other notation referencing the Voting Trust or this Agreement, and (ii) shall use its reasonable best efforts to cooperate with CEG and the Company to ensure the prompt removal of any such legend or other notation from the records of the Company and its transfer agent. CEG shall provide the Trustee with appropriate registration instructions necessary for the Trustee to transfer such authority and powercarry out its obligations under this Section 10(b).
Appears in 1 contract
Term Termination. The term of this Agreement (athe "Term") This shall commence on the date of this Agreement and shall continue in force until terminate on the first earlier of the following occurs: (i) the payment in full or redemption in whole date of the Class A Notes and the any termination of the Indenture in accordance with its terms; Asset Purchase Agreement pursuant to the terms thereof, (ii) the liquidation date of the Collateral and the final distribution any termination of the proceeds of such liquidation this Agreement pursuant to the Holders of the Class A Notes; or this Section 6.1, (iii) the date of any termination of this Agreement in accordance with Section 12(b)either of the WOCT Agreements, and (civ) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture Closing Date (as defined in the manner provided herein Asset Purchase Agreement). In addition to other remedies available at law or equity and therein until the payment in full or redemption in whole provisions of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrarySection 1.2 hereof, this Agreement may be terminated without cause as set forth below by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior either Licensee or Programmer by written notice to the Issuer other if the party seeking to terminate is not then in material default or breach hereof, upon the occurrence of any of the following:
(a) this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review;
(b) the other party is in material breach of its obligations hereunder and has failed to cure such breach within thirty (30) days of notice from the non-breaching party, which notice shall specify the breach and the Trustee.action necessary to cure such breach;
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion mutual consent of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.both parties
(d) If there has been a material change in FCC rules, policies or precedent that would cause this Agreement to be in violation thereof and such change is terminated pursuant to this Section 12, such termination shall be without in effect and not the subject of an appeal or further administrative review. Upon any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e, Licensee shall have no further obligation to provide to Programmer any broadcast time or broadcast transmission facilities and Programmer shall have no further obligations under Section 1.6(b) Upon the removal hereof or resignation of the Collateral Manager pursuant to make any payments to Licensee under Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by 1.4 hereof. Programmer shall be responsible for all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights debts and obligations of Programmer to third parties based upon the Collateral Manager under this Agreement purchase of air time and use of Licensee's transmission facilities including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. In the event of any termination, Programmer shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) be entitled to retain all notes and 23. Upon expiration accounts receivable and other receivables of the applicable notice period with respect to termination specified in this Section 12 or Section 13, Station accrued as applicable, and upon of the acceptance by a successor Collateral Manager date of such appointment, all authority and power termination (the "Termination Date") relating to advertising time sold by Programmer between the date of the Collateral Manager under this Agreement and the IndentureTermination Date ("Programmer Receivables"), whether with respect and shall be entitled to pursue collection thereof. Licensee shall pay over to Programmer any sums received by Licensee on account of the Programmer Receivables. Notwithstanding anything herein to the Collateral contrary, to the extent that any invoice, bill or otherwisestatement submitted to Licensee after the Termination Dat▇ ▇▇ any payment made by Programmer prior to the Termination Date relates to expenses incurred in operating the Station, for periods both before and after the Termination Date, such expenses shall automatically be prorated between Licensee and without further action Programmer in accordance with the principle that Programmer shall be responsible for expenses allocable to the period prior to the Termination Date and Licensee shall be responsible for expenses allocable to the period on and after the Termination Date. Each party agrees to reimburse the other party for expenses paid by any Person pass the other party to and be vested in the successor Collateral Manager upon extent appropriate to implement the appointment thereof. Nevertheless, proration of expenses pursuant to the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerpreceding sentence.
Appears in 1 contract
Sources: Time Brokerage Agreement (American Radio Systems Corp /Ma/)
Term Termination. (a) The term of this Agreement will commence on the date specified in the Order and continue until and unless terminated as set forth herein.
(b) This Agreement shall continue in force until may be terminated by either party on written notice delivered to the first other party upon the occurrence of any of the following occursevents: (i) there has been a material breach of this Agreement on the payment in full or redemption in whole part of the Class A Notes other party and the termination other party fails to cure such material breach within thirty (30) days of the Indenture in accordance with its termsreceipt of a written notice thereof; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation other party ceases to the Holders of the Class A Notesdo business, or otherwise terminates its business operations; or (iii) the termination of this Agreement in accordance with Section 12(b)other party seeks protection under any bankruptcy, insolvency, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other party and is not dismissed within sixty (c60) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Codespot may terminate this Agreement shall be automatically terminated immediately in the event that the Issuer Buyer breaches any provision of Section 2(c) or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActSection 7.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive Upon the termination of this Agreement for any reason by either party: (i) Buyer shall immediately pay to Codespot any sums due to Codespot under this Agreement; (ii) if Buyer is designated on the Order as an “Operator”, then Buyer’s license under Section 2(b) will continue until the end of the applicable License Term with respect to all Products for which Operator has paid all applicable fees to Codespot; and (iii) if Buyer is designated on the Order as a “Reseller”, then Buyer’s license under Section 2(a) will terminate immediately, provided that sublicense agreements validly entered into by Buyer with Customers pursuant to Section 2(f) prior to termination shall remain in full force and effect following termination and Buyer shall direct such Customers to Codespot with respect to any additional Codespot products or related services such Customers may desire to purchase.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject Except to the consent of the Issuer; and (2) if a successor Collateral Manager extent as may be expressly set forth herein, termination is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager sole remedy under this Agreement and (whether or not termination is effected) all other remedies will remain available, including those provided by applicable law. Sections 2(c)-(h), 3, 4(d), 5, 6, 7, 10(d), 10(e) and 11 through 16 shall survive termination of this Agreement. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Indenture, whether with respect parties that have accrued up to the Collateral date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or otherwisebefore the date of termination, shall automatically and without further action by any Person pass Codespot’s right to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerpaid all accrued but unpaid payment obligations.
Appears in 1 contract
Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force until and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full or redemption in whole end of the Class A Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination Term of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges shall not be extended and agrees that will expire at the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole conclusion of the Class A Notes then-current Term unless any of the events described Parties agree in clause (ii) or (iii) of the preceding sentence occur prior theretowriting to such renewal on mutually agreeable terms.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause prior to the expiration of the Term in the following circumstances:
i. By mutual written agreement of the Parties at any time.
ii. With respect to the Services provided by the Collateral ManagerCCO or PFO, and without penalty to either party, by the Collateral Manager may resign, upon 90 Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Issuer Fund terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and independent trustees of the TrusteeBoard, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board.
iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party.
iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and P▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination shall be without any further liability within ten (10) days of the effective date of such termination. Upon the expiration or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the earlier termination of this Agreement.
, P▇▇▇ agrees to: (ei) Upon use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the removal or resignation related transition of the Collateral Manager pursuant Services to Section 12 any such new service provider(s) or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and upon appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the acceptance by a successor Collateral Manager books and records of such appointment, all authority Client. Any training and power of the Collateral Manager other services under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, section shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerbilled at an hourly rate of $250.
Appears in 1 contract
Term Termination. (a) 18.1 This Agreement shall continue remain in force until effect unless terminated for any reason either in whole or in part upon not less than ninety (90) days’ written notice by either party to the first other parties or, in the event of a default, upon notice as provided below. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to terminate this Agreement without the prior written consent of Lender. Termination shall include, but not be limited to, the transfer of all or part of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation servicing to any party other than Servicing Agent. Subject to the Holders provisions of subparagraph 13.2 hereof, in the Class A Notes; or (iii) the event of termination of this Agreement or in accordance with Section 12(bthe event of non payment of fees owed to Servicing Agent by Borrower (or if Servicing Agent is not paid such past due amount through debiting of the Lockbox Account(s) or directly by Lender as provided in Paragraph 13 hereof), (c) except if such termination or Section 13. The Collateral Manager hereby acknowledges non payment of fees occurs solely as a result of a material default hereunder by Servicing Agent, Servicing Agent will not be obligated to turn over the AGRMT O – TRIPARTY LIBERTY MASTER CSC merch accts 30Apr2008 10 documents, records, and agrees that the Collateral Manager shall continue files or to perform its obligations hereunder and provide servicing under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement until all of its fees are paid, including the fees set forth in Exhibit B. Upon a default of this Agreement, any non-defaulting party directly impacted by such default may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, terminate this Agreement upon 90 (a) fifteen (15) days’ prior written notice to the Issuer other parties specifying such default and the Trustee(b) failure by such defaulting party to cure such default within such fifteen (15) day period. Failure by Borrower to make any payment required to be made by it hereunder when due shall be deemed a default.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under 18.2 Notwithstanding the provisions of the Investment Company Act.
(d) If subparagraph 18.1 above, this Agreement is may be terminated pursuant to this Section 12by Lender upon Borrower’s complete performance and fulfillment of all its obligations under the Loan Agreement and secured by the Assigned Accounts, such which termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
become effective not earlier than sixty (e60) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days after written notice of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationsfulfillment and performance is given to Servicing Agent by Lender.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its respective terms or (iii) the early termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (iid) or Section 14 hereof (iii) of the preceding sentence occur prior theretosubject, in all cases, to Section 12(f)).
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice (or such shorter notice as to which the Issuer agrees) to the Issuer Issuer, the Trustee and each Applicable Rating Agency; provided, however, that the TrusteeCollateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulation which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Agreement Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager, for cause or without cause, shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”).
(d) Upon any resignation of the Collateral Manager or any removal under Section 14 that is to take place while any of the Notes are Outstanding, the Issuer at the direction of a Majority of the Subordinated Notes (or in the event case of removal for Cause of the Collateral Manager, if all of the Subordinated Notes consist of Collateral Manager Notes, a Majority of the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes) will, with notice to each Applicable Rating Agency (with a copy to the Issuer outgoing Collateral Manager), appoint as a replacement Collateral Manager an institution that (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to act as Collateral Manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, 17 (iii) does not result in either of the Co-Issuers becoming, or any portion of require the pool of Collateral has become required collateral to register as be registered as, an investment company under the provisions Investment Company Act and (iv) does not cause the Issuer to be subject to U.S. federal income tax with respect to its net income. No compensation payable to such a successor from payments on the Assets shall be greater than that permitted to the Collateral Manager under this Agreement without the prior written consent of a Majority of each Class of Notes, voting separately by Class. Upon expiration of the Investment Company Actapplicable notice periods with respect to termination specified herein, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor institution upon the acceptance by such institution of its appointment hereunder. The Issuer, the Trustee, the outgoing Collateral Manager and the successor collateral manager shall take such action consistent with this Agreement and the terms of the Indenture as shall be necessary to effect any such succession. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of any law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, the Collateral Manager shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment, notice of such appointment is provided to each Applicable Rating Agency and without the consent of any Holder.
(de) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreementclause (g) below.
(ef) Upon the removal If Barings BDC resigns or resignation of the is removed as Collateral Manager pursuant to Section 12 or 13hereunder, within 30 days after the Issuer may appoint date on which a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a so long as such successor Collateral Manager is not appointed within 60 days an Affiliate of such removal of Barings BDC) has assumed the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights duties and obligations of the Collateral Manager under this Agreement shall terminatehereunder, except as provided in Sections 2(h)(i)the Issuer will, 8(b)and will cause the Co-Issuer to, 10(a), 10(b), 14(achange its name to remove any reference to “Barings.”
(g) Collateral Manager Notes will be disregarded and 23. Upon expiration of the applicable notice period deemed not to be Outstanding with respect to a vote to (i) terminate this Agreement, (ii) remove or replace the Collateral Manager, (iii) approve a successor collateral manager, if the Collateral Manager is being terminated for Cause pursuant to Section 14 or (iv) waive an event constituting Cause under Section 14 as a basis for termination specified in of the Collateral Management Agreement or removal of the Collateral Manager. For all other purposes, the voting rights of the Collateral Manager Notes will not be restricted.
(h) Sections 6, 8(d), 10, 21, 22, 23 and 28, insofar as they relate to the period ending with the termination of this Agreement, and Sections 8(e), 12(h), 15, 17, 24 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14. 18 Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds proceeds, if any, of such liquidation to the Holders of the Class A Secured Debt and the holders of the Subordinated Notes; , (ii) the payment in full of the Secured Debt and the satisfaction and discharge of the Indenture in accordance with their terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, the Trustee, the Loan Agent and the TrusteeFiscal Agent; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any Debt is Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders), the Fiscal Agent, the Loan Agent and each Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class (disregarding any Collateral Manager Notes).
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (disregarding any Collateral Manager Notes) does not approve the proposed successor nominated by the Holders of the Subordinated Notes within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) (except such portion of the Collateral Management Fee due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Secured Debt (in each case including Collateral Manager Notes) and of 100% of the holders of the Subordinated Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be outstanding in connection with such vote and a Class of Refinancing Debt entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Refinancing Debt that are not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in lieu of such other Class of Secured Debt.
(h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) of this Section 12.
(i) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)
Term Termination. (a) 12.1 This Agreement shall come into full force and effect on the Effective Date and each Product Schedule shall come into full force and effect on the Product Schedule Effective Date. Subject to the provisions for early termination set out herein, this Agreement or each Product Schedule individually shall continue until terminated by AstraZeneca in force until writing with six (6) months notice period.
12.2 Lonza Biologics may terminate the first relevant Product Schedule forthwith by notice in writing to AstraZeneca upon the occurrence of AstraZeneca committing a material breach of Product Schedule (which shall include a breach of the warranties set out in this Agreement) which in the case of a breach capable of remedy is not remedied within [***] ([***]) [***] of the receipt by AstraZeneca of notice identifying the breach and requiring its remedy
12.3 AstraZeneca may terminate the Agreement or the relevant Product Schedule forthwith by notice in writing to Lonza Biologics upon the occurrence of any of the following occurs: (i) the payment in full or redemption in whole events:
12.3.1 if Lonza Biologics commits a material breach of the Class A Notes and the termination Agreement (which shall include a breach of the Indenture warranties set out in accordance with its terms; this Agreement) which in the case of a breach capable of remedy is not remedied within [***] (ii[***]) the liquidation [***] of the Collateral receipt by the other of notice identifying the breach and requiring its remedy; or
12.3.2 if Lonza Biologics ceases for any reason to carry on business or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed in respect of all or any part of its assets or is the final distribution subject of an application for an administration order or of any proposal for a voluntary arrangement or enters into liquidation (whether compulsorily or voluntarily) or undergoes any analogous act or proceedings under foreign law.
12.4 If it becomes apparent to either Loom Biologics or AstraZeneca at any stage in the provision of Services that it will not be possible to complete the Services for scientific or technical reasons, a [***] ([***]) [***] period shall be allowed for good faith discussion and attempts to resolve such problems. If such problems are not resolved within such period, Lonza Biologics and AstraZeneca shall each have the right to terminate the Work Programme in the relevant Product Schedule forthwith by notice in writing. In the event of such termination, AstraZeneca shall pay to Lonza Biologics a termination sum calculated by reference to all the Services performed by Lonza Biologics prior to such termination (including a pro rata proportion of the proceeds of such liquidation to the Holders Price for any stage of the Class A Notes; or (iiiServices which is in process at the date of termination including any cGMP manufacturing stage) and all expenses reasonably incurred and specified by Lonza Biologics in giving effect to such termination, including the termination costs of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and terminating any commitments entered into under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12Agreement, such termination shall be without any further liability or obligation of either party sum not to exceed the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant amount payable under 12.5 if terminated according to Section 12 12.5, or 13, the Issuer may appoint a successor Collateral Manager that Price whichever is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationslowest.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall take effect on the date first written above and continue in force effect for a period of ten (10) years. Each Program and Scope shall remain in effect from the date of its execution by both Parties until the first Completion of the Program or Scope or termination of the Program or Scope as provided in this Section 21.
b) In addition to the termination rights set forth in Section 14, Sponsor may at any time terminate this Agreement, or any Program, Scope or Run prior to Completion by giving thirty (30) days written notice to Fujifilm. In the event Sponsor elects to terminate for convenience under this Section 21(b) or in the event that Fujifilm rightfully terminates this Agreement pursuant to Section 14, Sponsor shall pay Fujifilm upon receipt of Fujifilm’s invoice and Fujifilm’s compliance with Section 21(h), the following occursamounts:
(i) All amounts owed for work Completed but not yet invoiced; plus
(ii) All unpaid third party costs incurred, or committed and non-cancelable, for Process Consumables, provided that Fujifilm shall use its commercially reasonable efforts to cancel open orders or return any unused Process Consumables; plus if applicable
(iii) A termination fee calculated as follows, which shall be [* * *] for any particular [* * *] based on the duration between the date of Sponsor’s notice to Fujifilm and the Start Date of such Run, as follows:
(1) For cancellation more than [* * *] in advance of [* * *];
(2) For cancellation during the [* * *] period but more than [* * *] in advance of [* * *]; and
(3) For cancellation during the [* * *] period but more than [* * *] in advance of [* * *]; and
(4) For cancellation during the [* * *] period but more than [* * *] in advance of or during [* * *].
(5) For cancellation during the [* * *] period in advance of or during [* * *].
(6) [* * *] are due for cancellation of [* * *] or other [* * *] prior to commencement of Demonstration Batch. Following commencement of [* * *], the cancellation fee for the [* * *] shall be [* * *]. Upon cancellation of all other Non-Manufacturing activities, other than process characterization, scheduled post [* * *], Sponsor shall pay [* * *] as set forth in the Scope or [* * *], less in each case any prepaid fees and expenses for such activities, unless otherwise specified in applicable Scope.
(7) [* * *], and the remaining after offset against payments as provided in [* * *] shall be applied by Fujifilm against any [* * *] under Section 21(b)(iii).
c) No cancellation fees are due in the event of any of the following:
(i) [* * *].
(ii) if Sponsor cancels for material breach by Fujifilm under Section 14 or as the non-affected Party in Section 21(d) or under Section 21(e); or
(iii) [* * *]; or
(iv) [* * *] for this reason.
d) The non-affected Party shall have the right to terminate a Program, Scope, Run or this Agreement without penalty, including without payment of any termination fee, by providing written notice thereof to the affected Party, such termination to be effective [* * *] from the date of such notice, if, as a result of a force majeure event (as described in Section 18), an affected Party is unable fully to perform its obligations under the Program, Scope, Run or this Agreement for any consecutive period of [* * *].
e) Further, if any change in circumstance occurs during the term to make the warranty in [* * *] inaccurate, Fujifilm shall notify Sponsor in writing immediately, including a reasonably detailed explanation, and Sponsor shall have the right to immediately terminate this Agreement or the affected Run, Scope or Program, without penalty.
f) The expiration or termination of a Scope or this Agreement for any reason shall relieve neither Party of its obligation to the other for obligations in respect of: (i) the payment in full or redemption in whole confidentiality of the Class A Notes and the termination of the Indenture in accordance with its termsinformation; (ii) the liquidation of the Collateral consents for advertising purposes and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notespublications; or (iii) the termination of this Agreement in accordance with Section 12(b), indemnification; (civ) or Section 13. The Collateral Manager hereby acknowledges inventions and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause patents; (iiv) or compensation for services performed (iiivi) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Managerdispute resolution, and (vii) the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which following provisions shall survive the termination or expiration of this Agreement: Sections 1(h), 1(j), 3, 8, 9, 10 (except “New IP” for the provision of Section 10(a) with respect to the cases set out in section 10(a)(3) and 10(a)(4) will not survive after the termination or expiration of this Agreement so long as Fujifilm does not practice, infringe or misappropriate Sponsor intellectual property rights; provided that Section 10 shall survive as to all New IP arising under Section 10(a)(3) and/or 10(a)(4) during the term of this Agreement), 11, 12, 15, 16, 17, 20, 21(f), and 25 through 28 (inclusive) and the Definitions. In addition:
(i) On expiration or termination of this Agreement any advanced payments made by Sponsor shall be applied to the total amounts then earned and due under the [* * *] (as amended to include any executed Change Orders) and as listed in Section 21(b) and any prior unpaid, undisputed invoice amounts. Fujifilm shall provide a complete final accounting within [* * *] after expiration or termination of this Agreement. Any remaining balance will be returned to Sponsor along with such accounting, and any balance due shall be paid to Fujifilm within [* * *] after receipt of invoice, in each case following Completion of the initiated or scheduled activities (if Sponsor elects to continue such activities under the terms of this Agreement after expiration or termination) and written reconciliation of Program activities and wind-down plan subject to agreement in a Change Order that shall be prepared by Alliance Managers upon termination or expiration.
(ii) Unless otherwise agreed by the Parties in writing, within [* * *] following expiration or termination of a Scope, Fujifilm shall promptly (except as may be needed to complete any Runs that are in process, if Sponsor elects to continue such activities under this Agreement after expiration or termination of a Scope) at Sponsor’s sole cost and expense (i) return (or, at Sponsor’s written election, destroy) all quantities of the all quantities of the Master Cell Bank, Working Cell Bank, Master [* * *] Bank and Working [* * *] Bank received or generated by Fujifilm under this Agreement, and (ii) deliver to Sponsor all reference materials being held by Fujifilm or its Subcontractors, (iii) deliver all remaining Process Consumables and works-in-process to Sponsor, and (iv) deliver all Completed Product and other deliverables.
(iii) Upon expiration or termination of a Scope or at any time upon written request of Sponsor, within [* * *], Fujifilm shall return to Sponsor any or all Sponsor Confidential Information received in tangible form in connection with the Scope, except for a single copy and/or sample which may be retained in a secure environment solely for purposes of determining Fujifilm’s obligations hereunder and which shall remain subject to the obligations of nonuse and confidentiality set forth in this Agreement.
(eiv) Upon the removal expiration or resignation termination of the Collateral Manager pursuant a Scope or at any time upon written request of Fujifilm, within [* * *], Sponsor shall return to Section 12 Fujifilm any or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13Fujifilm Confidential Information, (1) a Majority of for clarity, Work Output is Sponsor Confidential Information), received in tangible form in connection with the Controlling Class may elect to increase the Collateral Management Fee (or provide Scope, except for a subordinated collateral management fee) single copy and/or sample which may be retained in a secure environment solely for the successor Collateral Manager, purposes of determining Sponsor’s obligations hereunder and which shall remain subject to the consent obligations of the Issuer; nonuse and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest confidentiality set forth in additional Collateral Obligationsthis Agreement.
(fv) Upon Fujifilm shall make all Designated Equipment associated with the acceptance by Scope available for transfer to Sponsor, at Sponsor’s sole cost and expense, within [* * *] following expiration or termination of this Agreement. Sponsor shall be responsible for making all arrangements to recover the Designated Equipment.
(vi) Within [* * *] after termination or expiration of a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under Scope or this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, an officer of Fujifilm and upon the acceptance by a successor Collateral Manager an officer of such appointment, all authority and power of the Collateral Manager under Sponsor shall certify compliance with this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerSection 21(f).
Appears in 1 contract
Sources: Bioprocessing Services Agreement (Genocea Biosciences, Inc.)
Term Termination. (a) This 9.1 Unless terminated earlier pursuant to the terms of this Agreement, the term of this Agreement shall continue in force run on a country-by-country basis until the first end of the following occurs: (i) Marketing Period. Upon the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination expiration of this Agreement in accordance with Section 12(b)a country, (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue BMS will have no further financial obligations towards PHARMATOP for sales made in such country after such expiration.
9.2 Should either Party fail to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of material obligations of this Agreement, and fail to cure such breach or default within ninety (90) days alter receiving a written notice from the events described non-breaching Party specifying the breach and demanding that it be cured, then the non-breaching Party shall have the right to terminate this Agreement; provided, that if the material breach is restricted to a given country, termination shall be as to such country only.
9.3 Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(a) BMS may, in clause its sole discretion, terminate this Agreement at any time during the Marketing Period with respect to a given country at any time, provided that (i) it gives written notice at least twelve (12) months in advance, and (ii) BMS has paid all amounts due under this Agreement as of the date of such notice. If BMS terminates this Agreement pursuant this section 9.3(a), then BMS agrees not to market any other Injectible APAP Product in such country for a period of [***] following termination; provided, that this section 9.3(a) shall not apply to any Injectible APAP product marketed by BMS (x) that is thereafter acquired by BMS or any of its Affiliates as a result of a Transaction (as such term is defined in section 4.6(c)) that occurs following the giving of such notice of termination and which was a marketed product of the Third Party at the Transaction Date or (iiiy) that is marketed by BMS in accordance with the last sentence of the preceding sentence occur prior theretosection 6.2(c) as a result of a termination by BMS pursuant to section 6.2(c) or 6.3(a).
(b) Notwithstanding Upon the effective date of a termination by BMS pursuant to this Section 9.3, BMS will transfer to PHARMATOP, at PHARMATOP’s expense, the NDA approvals, so that PHARMATOP may take over, in the affected country(ies) in the Territory, the marketing of the Products (directly or through any other provision hereof Third Parties of its choice). The Parties shall in good faith consult on the procedures for this transfer of the marketing information and contracts (covering stocks, current orders, official records, etc), endeavoring to ensure that the marketing is disturbed, as little as possible, by the transfer and that each Party continues to comply with its obligations under applicable law. BMS shall also license or assign to PHARMATOP without charge any trademark/tradename used by BMS that is specific to the contraryProducts; however, no rights will be assigned or licensed to PHARMATOP under any names, marks, or logos used by BMS and its Affiliates on the Product that are also used on their other products (e.g., the B▇▇▇▇▇▇-▇▇▇▇▇ Squibb name). At its option, PHARMATOP may commence marketing the Products (directly or indirectly) at any time after its receipt of the termination notice. The Parties agree to negotiate in good faith a smooth transition of marketing for the Product as well as an orderly disposition of BMS’ Product inventory during the [***] notice period referred to in section 9.3(a). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
9.4 PHARMATOP shall have the right to terminate this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 on ninety (90) days’ prior written notice to if BMS either opposes any of the Issuer and Patent Applications or challenges or contests the Trusteevalidity or enforceability of any of the Licensed Patents.
(c) This Agreement shall be automatically terminated in 9.5 In the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated or rejected by a Party or its receiver or trustee under applicable bankruptcy laws due to such Party’s bankruptcy, then all rights and licenses granted under or pursuant to this Section 12, Agreement by such termination shall be without any further liability or obligation of either party Party to the otherother Party are, except and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Bankruptcy Code and any similar law or regulation in any other country, licenses of rights to “intellectual property” as provided defined under Section 101(35A) of Title 11 of the Bankruptcy Code. The Parties agree that all intellectual property rights licensed hereunder, including without limitation any patents or patent applications in Sections 8, 10 and 14, which provisions shall survive any country of a Party covered by the termination of license grants under this Agreement.
(e) Upon the removal or resignation , are part of the Collateral Manager pursuant to “intellectual property” as defined under Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority 101(35A) of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, Bankruptcy Code subject to the consent protections afforded the non-terminating Party under Section 365(n) of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicableU.S. Bankruptcy Code, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral any similar law or otherwise, shall automatically and without further action by regulation in any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerother country.
Appears in 1 contract
Term Termination. (a) This Agreement shall continue in force until the first Lease and all of the following occurs: parties’ respective rights, obligations and liabilities hereunder shall commence on 1st June 2007 (ithe “Lease Commencement Date”).
b) The term of this Lease shall be for a period of 9 (Nine) Years (the payment “Term”) commencing from the Lease Commencement Date. The Lease may be renewed for a further period on the Lessee’s sole option and subject to mutually agreed terms and conditions their upon by Lessor and Lessee. Lessee shall inform the Lessor in full or redemption in whole writing of its intent to renew at least 6 months prior to the expiry of the Class A Notes Lease term.
c) The Lock in period shall be for three (3) years from the Lease Commencement Date and the termination Lessee shall not terminate the Lease during the Lock in period, subject to force majeure and breach of any of the Indenture terms by the Lessor and subject to section 4(f), demised premises described in exhibit ‘D’.
d) After the Lock in Period, either party may terminate the Lease anytime by giving a six (6) months notice in writing to the other party.
e) The Lessor shall have the right to terminate this Lease in case of default by Lessee in the performance and observance of the covenants and conditions as contained in GTC 30 on its Part to be observed and performed in accordance with its termsthe procedure specified in GTC 30
f) The Lessee or Lessor shall be entitled to terminate the Lease in the event of any breach or default by the either of the parties in performance or observance of any or all of the covenants and conditions as specified in this Lease deed and in the GTC. In the event of such breach or default by the Lessor or Lessee, (a), Lessee or Lessor shall give a written notice of the nature of the default or breach; (iib) the liquidation Upon receipt of the Collateral and notice of default, Lessor or Lessee shall be entitled to remedy the final distribution default within a period of the proceeds of such liquidation to the Holders of the Class A Notes30 days; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that Upon the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole expiry of the Class A Notes unless any of the events described in clause (ii) cure period, Lessee or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement Lessor shall be automatically terminated in entitled to terminate the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be Lease forthwith without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreementrecourse.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Lease Deed (Spheris Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions of the Investment Company Act, (iv) with respect to which not less than five Business Days’ prior written notice has been provided to Fitch (to the extent that Fitch is rating any Notes then Outstanding) and (v) has been approved by a Majority of the Controlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall each have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Notes.
(f) The successor Collateral Manager shall be entitled to the Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (Golub Capital Private Credit Fund)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), subsections (b) or (c) of this Section 11 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 12 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Collateral Portfolio Manager, and the Collateral Portfolio Manager may resign, upon 90 at least ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager shall have the right to resign and terminate its rights and obligations under this Agreement immediately upon the Trusteeeffectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation.
(c) This Agreement shall be automatically terminated in the event that the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer, the Co-Issuer or any portion of the pool of Collateral Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof.
(d) If this Agreement is terminated pursuant to this S▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.
(e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class (excluding Portfolio Manager Securities from the numerator and the denominator in calculating such Majority consent), of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Fitch Rating Condition, (4) shall not cause the Issuer, the Co-Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act.
, and (d5) If shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement is terminated pursuant and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Section 12Agreement and the terms of the Indenture applicable to the Portfolio Manager, such termination as shall be without necessary to effectuate any further liability such succession. If the Portfolio Manager shall resign or obligation be removed but a successor portfolio manager shall not have assumed all of either party to the otherPortfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, except as provided then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Fitch Rating Condition will be required in Sections 8, 10 and 14, which provisions shall survive the termination connection with such appointment by a court of this Agreement.
(e) Upon the competent jurisdiction. The Issuer will provide Fitch with written notice of any removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Portfolio Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon Notwithstanding the acceptance by foregoing, as a condition precedent to assuming the obligations of the Portfolio Manager hereunder, any successor Collateral portfolio manager shall agree that, in the event the Portfolio Manager determines at any time that it is necessary or advisable under the EU/UK Risk Retention Requirements in effect at such time to transfer (or cause the transfer of) any Notes comprising the EU/UK Retention Interest necessary to maintain compliance with such EU/UK Risk Retention Requirements, the successor portfolio manager shall acquire from the Portfolio Manager the minimum aggregate principal amount of such appointmentNotes necessary to maintain compliance with such EU/UK Risk Retention Requirements, at a price equal to the fair value thereof.
(g) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Collateral Portfolio Manager under this Agreement shall terminate, (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in Sections 2(h)(ithis Agreement), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 11 or Section 1312 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager portfolio manager of such appointment, all authority and power of the Collateral Portfolio Manager under this Agreement and or the Indenture, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral portfolio manager.
(h) If B▇▇▇ Capital Specialty Finance, Inc. resigns or is removed as Portfolio Manager upon the appointment thereof. Neverthelesshereunder, the Collateral Manager Issuer shall take (at the request of B▇▇▇ Capital Specialty Finance, Inc.), at its own expense, use commercially reasonable efforts to, and shall cause the Co-Issuer to, as soon as reasonably practical but in no event later than 30 days after the effective date of such steps as may be reasonably necessary resignation or removal, change their respective names to transfer such authority and powerremove any reference to, without limitation, “BCC,” “B▇▇▇,” “B▇▇▇ Capital,” “B▇▇▇ Capital Credit,” “BCSF,” or any similar name, unless otherwise waived in writing B▇▇▇ Capital Specialty Finance, Inc. prior to the effective date of the applicable name changes. This Section 11(g) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; Notes and the holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency (provided, however, in the event that case of ▇▇▇▇▇’▇, only for so long as any Class A Notes remain Outstanding) and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within ten (10) days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any holder of any Interest.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (NewStar Financial, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds proceeds, if any, of such liquidation to the Holders of the Class A Notes; Debt, (ii) the payment in full of the Secured Debt and the satisfaction and discharge of the Indenture and the Credit Agreement in accordance with their terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with Section 12(b12(c), (cin connection with the resignation of such Collateral Manager pursuant to Section 12(b) or Section 13. The in connection with the removal of such Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue pursuant to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSection 14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Collateral Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any Debt is Outstanding, the Issuer shall transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions of the Investment Company Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class (disregarding any Collateral Manager Debt).
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (disregarding any Collateral Manager Debt) does not approve the proposed successor nominated by the Holders of the Subordinated Notes within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class (disregarding any Collateral Manager Debt) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class (disregarding any Collateral Manager Debt) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) (except such portion of the Collateral Management Fee due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Secured Debt (in each case including Collateral Manager Debt) and of 100% of the holders of the Subordinated Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Collateral Trustee (acting at the direction of the Issuer) and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Debt are disregarded and deemed not to be outstanding in connection with such vote and a Class of Secured Debt entitled to vote is comprised entirely of Collateral Manager Debt, then the most senior Class of Secured Debt that is not comprised entirely of Collateral Manager Debt shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Debt, in lieu of such other Class of Secured Debt.
(h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) of this Section 12.
(i) Sections 86, 10 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a . If no successor Collateral Manager is not appointed within 60 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (Owl Rock Core Income Corp.)
Term Termination. (a) The term of this Agreement shall commence as of January 1, 2012 (the “Effective Date”) and continue thereafter until December 31, 2015, subject to extension by mutual agreement of the Company and the Consultant or earlier termination as set forth below (the “Term”). The Consultant acknowledges that he has retired from employment with the Company and all of its direct and indirect subsidiaries, including WTCI, effective as of the close of business on December 30, 2011, and that following such resignation he has no further rights under any plan or agreement of the Company or any of its subsidiaries, including the Severance Agreement, other than (a) base salary with respect to periods ended prior to January 1, 2012, (b) benefits vested as of December 31, 2011 under qualified or non-qualified retirement plans and (c) medical claims with respect to expenses incurred prior to January 1, 2012.
(b) This Agreement shall continue in force until the first of the following occurs: may be terminated:
(i) by the payment Consultant at any time upon thirty (30) days prior written notice to the Company, and upon such termination, the Consultant shall no longer be entitled to receive any further consulting fees or benefits provided in full or redemption in whole Section 7(b) and shall no longer be bound by any of the Class A Notes and obligations under this Agreement, other than with respect to the termination of the Indenture confidentiality obligation set forth in Section 8(a)(i), which shall in remain in effect in accordance with its terms; ;
(ii) by the liquidation Company under the circumstances set forth in Section 8(a)(ii), and upon such termination, the Company shall continue to make the payments required by Section 7(a) hereof through December 1, 2015 and to provide the benefits required by Section 7(b) hereof to the Consultant through December 31, 2015 (unless, in the case of the Collateral payments required by Section 7(a) hereof, a lump sum payment shall be agreed to by the parties) and the final distribution Consultant shall continue to be bound by the provisions of the proceeds of such liquidation to the Holders of the Class A NotesSections 8(a)(i) (which shall remain in effect in accordance with its terms) and 8(b) (which shall remain in effect until December 31, 2015); or or
(iii) upon the termination death of this Agreement Consultant, in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that which event the Collateral Manager Company shall continue to perform its obligations hereunder and under make the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (iipayments required by Section 7(a) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contraryConsultant’s estate or representative, this Agreement as the case may be terminated without cause by be, through December 1, 2015 and continue to provide the Collateral Manager, health and the Collateral Manager may resign, upon 90 days’ prior written notice medical benefits to the Issuer and Consultant’s spouse (to the Trustee.same extent that such benefits were provided to her prior to Consultant’s death) through December 31, 2015; or
(civ) This Agreement Upon Consultant’s Disability (as defined herein), in which event, the Company shall be automatically terminated in continue to make the event that payments required by Section 7(a) and provide the Issuer benefits required by Section 7(b) through December 31, 2015. For purposes hereof, Disability shall mean any physical or any portion mental injury or disease of a permanent nature which makes Consultant incapable of meeting the requirements of the pool consulting service performed immediately before the commencement of Collateral has become required to register as an investment company under the provisions of the Investment Company Actthat disability.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Consulting and Non Competition Agreement (M&t Bank Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee; provided that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor collateral manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the event that Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager, the Issuer shall transmit copies of notice of such resignation or any portion removal to the Trustee (which shall forward a copy of such notice to the holders) and the Rating Agencies and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) does not cause the Issuer to become subject to U.S. federal income tax on a net basis, (v) has been identified in a prior written notice provided to the Rating Agencies, and (vi) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor collateral manager within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor collateral manager nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor collateral manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the resigning or removed Collateral Manager, a Majority of the Subordinated Notes (disregarding Collateral Manager Notes, unless 100% of the Subordinated Notes are Collateral Manager Notes) and a Majority of the Controlling Class (disregarding Collateral Manager Notes) shall have the right to petition a court of competent jurisdiction to appoint a successor collateral manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note.
(f) The successor collateral manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor collateral manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor collateral manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor collateral manager. The Issuer, the Trustee and the successor collateral manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314.
(i) In connection with any vote under this Agreement, as applicablein determining whether the holders of the requisite Aggregate Outstanding Amount have given any request, and upon the acceptance by a successor demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be Outstanding in connection with such vote and a Class of Notes entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in lieu of such appointment, all authority and power other Class of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerNotes.
Appears in 1 contract
Sources: Collateral Management Agreement (MidCap Financial Investment Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event of a change in applicable law or provide for regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a subordinated collateral management feeviolation of such law or regulation, within 30 days) for following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, subject to in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of the Issuer; and any Holder of any Securities.
(2f) if a Any successor Collateral Manager is not appointed within 60 days shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (Owl Rock Core Income Corp.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 82(g), 10 8(c), 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Securities are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Act and (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis.
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Collateral Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.
(g) The Issuer, the Trustee and the successor collateral manager shall take such action (or provide for a subordinated collateral management feecause the outgoing Collateral Manager to take such action) for consistent with this Agreement and the successor terms of the Indenture applicable to the Collateral Manager, subject as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the consent Rating Agency.
(h) In the event of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(d) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (Owl Rock Capital Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), subsections (b) or (c) of this Section 11 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 12 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Collateral Portfolio Manager, and the Collateral Portfolio Manager may resign, upon 90 at least ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager shall have the right to resign and terminate its rights and obligations under this Agreement immediately upon the Trusteeeffectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation.
(c) This Agreement shall be automatically terminated in the event that the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer, the Co-Issuer or any portion of the pool of Collateral Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof.
(d) If this Agreement is terminated pursuant to this Se▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇f the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.
(e) Any removal or resignation of the Portfolio Manager while any Debt is Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class (excluding Portfolio Manager Securities from the numerator and the denominator in calculating such Majority consent), of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer, the Co-Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act.
, and (d5) If shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement is terminated pursuant and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Collateral Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Section 12Agreement and the terms of the Indenture applicable to the Portfolio Manager, such termination as shall be without necessary to effectuate any further liability such succession. If the Portfolio Manager shall resign or obligation be removed but a successor portfolio manager shall not have assumed all of either party to the otherPortfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, except as provided then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in Sections 8, 10 and 14, which provisions shall survive connection with such appointment by a court of competent jurisdiction. The Issuer will provide the termination Rating Agencies with written notice of this Agreement.
(e) Upon the any removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Portfolio Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon In the acceptance event of removal of the Portfolio Manager by a successor the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Collateral Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Portfolio Manager under this Agreement shall terminate, (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in Sections 2(h)(ithis Agreement), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 11 or Section 1312 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager portfolio manager of such appointment, all authority and power of the Collateral Portfolio Manager under this Agreement and or the Indenture, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral portfolio manager.
(g) If ▇▇▇▇ Capital Specialty Finance, Inc. resigns or is removed as Portfolio Manager upon the appointment thereof. Neverthelesshereunder, the Collateral Manager Issuer shall take (at the request of ▇▇▇▇ Capital Specialty Finance, Inc.), at its own expense, use commercially reasonable efforts to, and shall cause the Co-Issuer to, as soon as reasonably practical but in no event later than 30 days after the effective date of such steps as may be reasonably necessary resignation or removal, change their respective names to transfer such authority and powerremove any reference to, without limitation, “BCC,” “▇▇▇▇,” “▇▇▇▇ Capital,” “▇▇▇▇ Capital Credit,” “BCSF,” or any similar name, unless otherwise waived in writing ▇▇▇▇ Capital Specialty Finance, Inc. prior to the effective date of the applicable name changes. This Section 11(g) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), subsection (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the Issuer) to the Issuer, the Trustee and the Loan Agent (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 82(g), 10 8(c), 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 or 13while any Debt is Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Trustee and the Loan Agent (who shall forward a copy of such notice to the Holders) and the Rating Agency; and
(ii) at the direction of a Majority of the Subordinated Notes appoint a as successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Act and (D) has been approved by a Majority of the Controlling Class and that is approved by all Class.
(e) If (i) a Majority of the members Subordinated Notes fails to nominate a successor within 30 days of initial notice of the Issuer. If resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor Collateral Manager that meets the criteria set forth above. If a Majority of the Subordinated Notes approves such proposed successor nominated pursuant to increase clause (ii) of the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Collateral Management Fee without the prior written consent of 100% of the Holders of each Class of Debt.
(g) The Issuer, the Trustee and the successor collateral manager shall take such action (or provide for a subordinated collateral management feecause the outgoing Collateral Manager to take such action) for consistent with this Agreement and the successor terms of the Indenture applicable to the Collateral Manager, subject as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the consent Rating Agency.
(h) In the event of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(d) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (Owl Rock Capital Corp)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and Notes, the termination of the Indenture in accordance with its termsterms and the redemption of the Preferred Shares in accordance with the Issuer Charter; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders Noteholders and the Preferred Shareholders; (iii) the liquidation of the Class A NotesPre-Closing Collateral in the event that it is determined that a Capital Markets Transaction will not occur; or (iiiiv) the termination of this Agreement in accordance with Section 12(bsubsection (b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause ), (iid) or (iiie) of the preceding sentence occur prior theretothis Section 12 or Section 14 of this Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer Issuer, the Insurer (so long as it is the Controlling Party) and the TrusteeRating Agencies; provided, however, that no such termination or resignation shall be effective until the date as of which a successor Collateral Manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement, and the Issuer shall use its best efforts to appoint a successor Collateral Manager to assume such duties and obligations.
(c) This Agreement may be terminated at any time by the Issuer, and the Issuer may remove the Collateral Manager, upon 90 days’ prior written notice to the Collateral Manager (with a copy to the Insurer). The Issuer agrees that prior to the delivery by it of a notice of termination pursuant to this subsection (c), it shall obtain the consent to such termination from the Holders of at least 66 2/3% of the Aggregate Outstanding Amount of each Class of Notes and the Holders of at least 66 2/3% of the outstanding Preferred Shares, voting separately (excluding, at the time of such vote, such Notes or Preferred Shares held by the Collateral Manager or its affiliates, but only to the extent that the voting rights relating to such Securities are controlled by the Collateral Manager or one or more of its affiliates) and, acting reasonably and in good faith, consult with the Trustee and the Collateral Manager in relation to such termination. Notwithstanding the foregoing, no termination pursuant to this subsection (c) shall be effective until the date as of which a successor Collateral Manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(d) If the Class A Overcollateralization Ratio is less than 102%, then the Holders of at least a Majority of the Controlling Class, voting collectively, may terminate this Agreement at any time, upon 30 days’ prior written notice to the Collateral Manager and the Issuer. For purposes of this subsection (d), in determining whether the Holders of the requisite Aggregate Outstanding Amount of Notes or number of Preferred Shares have given such demand, authorization or direction, Notes and Preferred Shares owned by the Collateral Manager or any Affiliate thereof shall be disregarded and deemed not to be outstanding, but only to the extent that the voting rights relating to such Securities are controlled by the Collateral Manager or one or more of its affiliates. For purposes of this subsection (d), the Class A Overcollateralization Ratio specified in the most recent Monthly Report delivered pursuant to the Indenture shall be conclusive. Notwithstanding the foregoing, no termination pursuant to this subsection (d) shall be effective until the date as of which a successor Collateral Manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(e) This Agreement shall be automatically terminated in the event that the Administrator, in consultation with the Board of Directors, determines in good faith that the Issuer or any portion of the Co-Issuer or the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActAct by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Collateral Manager thereof.
(df) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 82(j)(i), 10 8(b), 8(c), 10, 12(f) and 1415 of this Agreement, which provisions shall survive the termination of this Agreement.
(eg) Upon the any removal or resignation of the Collateral Manager pursuant to Section 12 while any of the Notes or 13Preferred Shares are Outstanding, the Issuer may shall appoint a as successor Collateral Manager that any established institution which (i) has been nominated by the Insurer (so long as it is reasonably acceptable to a Majority of the Controlling Class Party), (ii) has demonstrated an ability to professionally and that competently perform duties similar to those imposed upon the Collateral Manager hereunder, (iii) is approved by legally qualified and has the capacity to act as Collateral Manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of all of the members responsibilities, duties and obligations of the Issuer. If the Collateral Manager is removed pursuant to Section 13hereunder and under the applicable terms of the Indenture, (1iv) a Majority shall not cause the Issuer or the Co-Issuer or the pool of Collateral to become required to register under the provisions of the Controlling Investment Company Act and (v) with respect to which Rating Agency Confirmation is received. Any successor Collateral Manager must be appointed by the Issuer and not rejected by any of the Holders of more than 33 1/3% of the Aggregate Outstanding Amount of the Class may elect to increase A Notes (collectively), the Collateral Management Fee Holders of more than 33 1/3% of the Aggregate Outstanding Amount of the Class B Notes (collectively) or provide for the Holders of more than 33 1/3% by number of the outstanding Preferred Shares within 20 days of the issuance of notice of a subordinated collateral management fee) for vote regarding the successor Collateral Manager, subject Manager to the consent Holders of the IssuerSecurities; provided, that such rejection shall not be unreasonable. For purposes of this paragraph, in determining whether the Holders of the requisite Aggregate Outstanding Amount of Notes or number of Preferred Shares have given such demand, authorization or direction, Notes and (2) if a Preferred Shares owned by the Collateral Manager or any Affiliate thereof shall not be disregarded and shall be deemed to be outstanding. Such successor Collateral Manager is not appointed must be ready and able to assume the duties of the Collateral Manager within 60 40 days after the date of such notice of resignation or removal of the Collateral Manager. If no successor Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the shall have been appointed or an instrument of acceptance by a successor Collateral Manager shall not have been delivered to the Collateral Manager within 360 days after the date of notice of resignation or removal of the Collateral Manager, the Insurer (so long as it is the Controlling Party) shall have the right to appoint a successor Collateral Manager, subject only to the requirements of the first paragraph of this subsection (g). In the event of a removal of the Collateral Manager, if no successor Collateral Manager shall have been appointed or an instrument of acceptance by a successor Collateral Manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor Collateral Manager by the Issuer, and the issuance of notice of a vote regarding the successor Collateral Manager to the Holders of the Class A Notes, the Class B Notes and the Preferred Shares, or (b) within 40 days after the date of notice of removal of the Collateral Manager, the removed Collateral Manager (subject to the prior written consent of the Insurer (so long as it is the Controlling Party)), or the Insurer (so long as it is the Controlling Party) may petition any court of competent jurisdiction for the appointment of a successor Collateral Manager without the approval of the Holders of the Class A Notes, the Class B Notes and the Preferred Shares. In addition, if no successor Collateral Manager shall have been appointed or an instrument of acceptance by a successor Collateral Manager shall not have been delivered to the Collateral Manager within 405 days after the date of notice of removal of the Collateral Manager, the removed Collateral Manager (without the prior written consent of the Insurer) may petition any court of competent jurisdiction for the appointment of a successor Collateral Manager without the approval of the Holders of the Securities or the Insurer. In the event of a resignation by the Collateral Manager, if no successor Collateral Manager shall have been appointed or an instrument of acceptance by a successor Collateral Manager shall not have been delivered to the Collateral Manager within 120 days after the date of notice of resignation by the Collateral Manager, the resigned Collateral Manager (without the prior written consent of the Insurer) or the Insurer (so long as it is the Controlling Party) may petition any court of competent jurisdiction for the appointment of a successor Collateral Manager without the approval of the Holders of the Securities. Until a successor Collateral Manager shall have been appointed, the Collateral Manager shall comply with the trading restrictions set forth in Section 12.1(k) of the Indenture. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such appointmentsuccessor as the Issuer and such successor shall agree; provided, however, that, except with respect to the amounts of the Senior Collateral Management Fee and the Subordinated Collateral Management Fee as expressly provided in Section 8(a), no compensation payable to such successor from payments on the Collateral shall be greater than that paid to the Collateral Manager under this Agreement without the prior written consent of the Insurer (so long as it is the Controlling Party) and the Holders of a Majority of the Aggregate Outstanding Amount of the Notes and the Holders of a Majority by number of the outstanding Preferred Shares (excluding, at the time of such vote, such Notes or Preferred Shares held by the Collateral Manager or its affiliates, but only to the extent that the voting rights relating to such Securities are controlled by the Collateral Manager or one or more of its affiliates), voting separately. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession.
(h) In the event of removal of the Collateral Manager pursuant to this Agreement by the Issuer or, to the extent so provided in the Indenture, by the Trustee, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or, to the extent so provided in the Indenture, the Trustee may by notice in writing to the Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(f) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon the later of (i) the expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, applicable and upon (ii) the acceptance by a time that the successor Collateral Manager has otherwise been appointed and is willing to assume the rights and obligations of such appointmentthe Collateral Manager hereunder, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral or the Pre-Closing Collateral or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager upon the appointment thereofManager. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (GSC Investment LLC)
Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force until and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full or redemption in whole end of the Class A Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination Term of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges shall not be extended and agrees that will expire at the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole conclusion of the Class A Notes then-current Term unless any of the events described Parties agree in clause (ii) or (iii) of the preceding sentence occur prior theretowriting to such renewal on mutually agreeable terms.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause prior to the expiration of the Term in the following circumstances:
i. By mutual written agreement of the Parties at any time.
ii. With respect to the Services provided by the Collateral ManagerCCO or PFO, and without penalty to either party, by the Collateral Manager may resign, upon 90 Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Issuer Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the Trusteeindependent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board.
iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party.
iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which ▇▇▇▇ is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, ▇▇▇▇’s recommended course of action, and PINE’s basis for concluding that implementing such course of action is necessary or appropriate.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination shall be without any further liability within ten (10) days of the effective date of such termination. Upon the expiration or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the earlier termination of this Agreement.
, ▇▇▇▇ agrees to: (ei) Upon use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the removal or resignation related transition of the Collateral Manager pursuant Services to Section 12 any such new service provider(s) or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and upon appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the acceptance by a successor Collateral Manager books and records of such appointment, all authority Client. Any training and power of the Collateral Manager other services under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, section shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerbilled at an hourly rate of $250.
Appears in 1 contract
Term Termination. (a) This Agreement shall continue in force until remain valid only for the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoTerm.
(b) Notwithstanding In the event of any material breach of this Agreement by any Party, the non-defaulting Party shall have the right to terminate this Agreement by giving twenty one (21) days (or any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior period as prescribed under Applicable Laws) written notice to the Issuer and the Trusteedefaulting Party.
(c) This The Broadcaster shall have the right to terminate this Agreement shall by a written notice and disconnect/deactivate the distribution of signals of the Subscribed Channels and/or take any other action as may be automatically terminated appropriate, upon the occurrence of any of the following:
(i) In case of bankruptcy or insolvency of the Affiliate;
(ii) In case of dissolution of the partnership or winding up proceedings against the Affiliate;
(iii) In the event of assignment of the Agreement by the Affiliate without prior written approval of the Broadcaster;
(iv) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas;
(v) If the Affiliate in any manner jeopardises or interferes with intellectual property rights referred to in Clause 15 below;
(vi) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, Tariffs or Applicable Laws that restrict the right of the Broadcaster to provide the Subscribed Channels or any part thereof to the Affiliate or limit the Affiliate's right or authorisation to distribute the Subscribed Channels or in the event that of any court order, which prevents/restricts the Issuer Broadcaster to provide the Subscribed Channels to the Affiliate under the terms of this Agreement;
(vii) If the Equipment are removed from the Installation Address without prior written consent of the Broadcaster or is being used or intended to be used, at a place other than the Installation Address;
(viii) If the Affiliate’s registration under the Cable Television Networks (Regulation) Act, 1995 is suspended, cancelled, terminated and/or not renewed;
(ix) If the Affiliate is in material breach of any of its representations, obligations, warranties contained in this Agreement and/or if the same are found to be untrue;
(x) If the Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels in the Areas (including but not limited to entering into an agreement / arrangement with another service provider for operational and/or administrative and/or funding purposes, etc.);
(xi) If the Affiliate does not comply with any rules, regulations, orders of TRAI or any portion other government or statutory body / court or tribunal;
(xii) If the Broadcaster ceases to distribute or operate any of the pool of Collateral has become required to register as an investment company under Channels in the provisions of the Investment Company ActTerritory for any reason or no reason.
(d) If this The Broadcaster’s rights to terminate the Agreement is terminated pursuant to this Section 12, such termination shall be without prejudice to Broadcaster’s legal and equitable rights to any further liability or obligation of either party to claims under the otherAgreement, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(iinjunctive relief(s), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicabledamages, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager other remedies available under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerApplicable Laws.
Appears in 1 contract
Sources: Subscription Agreement
Term Termination. (a) This Agreement shall continue be in force effect until [ ], 2027 (the first of the following occurs: “Initial Term”) and shall be automatically renewed for a successive two-year term each anniversary date thereafter (ia “Renewal Term”) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture unless terminated by a party in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; this Section 12 or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof Subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that there has been unsatisfactory performance by the Manager that is materially detrimental to the contrary, Company pursuant to the following procedure. If the Company elects to terminate this Agreement may be terminated without cause by or not to renew this Agreement at the Collateral Managerexpiration of the Initial Term or any Renewal Term as set forth above, and the Collateral Company, shall deliver to the Manager may resign, upon 90 days’ prior written notice of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the Issuer termination date or expiration of the then existing term, as applicable, which notice shall designate the date, not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and the Trusteethis Agreement shall terminate on such date.
(c) This Agreement shall be automatically terminated In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Issuer or any portion of the pool of Collateral has become required to register as an investment company under Company in accordance with the provisions of Section 12(b) of this Agreement, the Investment Company Actshall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to three times the combined Base Management Fees plus the higher of (i) three times the Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, and (ii) the total amount of Incentive Fee that the Manager would have earned based on the total unrealized gain calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.
(d) The Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to the expiration of the Initial Term or any Renewal Term. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(d).
(e) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either any party to the otherothers, except as with respect to the obligations provided in Sections 81(f), 10 this Section 12, 13(b), 13(c) and 1414 of this Agreement. In addition, which provisions Sections 10, 15 through 17, and 19 through 29 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders or the payment in full of the Class A Notes; or , and (iiiii) the termination of this Agreement the Indenture in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoterms.
(b) Notwithstanding any Subject to Section 12(e) and the other provision hereof to the contraryrequirements hereof, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice (or such shorter period as is acceptable to the Issuer) to the Issuer and the TrusteeTrustee (who shall forward such notice to the Holders of the Notes and each Rating Agency then rating a Class of Secured Notes).
(c) This Promptly, but in any event within 30 days, after notice of any resignation or removal of the Collateral Manager under any provision of this Agreement while any of the Notes are outstanding, a Majority of the Subordinated Notes shall nominate an institution by written notice to the Trustee that is not an Affiliate of the Collateral Manager as a successor collateral manager subject to the consent of a Majority of the Controlling Class and the requirement that such successor collateral manager (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager, (ii) is legally qualified and has the capacity to act as Collateral Manager hereunder and under the applicable terms of the Indenture and (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the Investment Company Act. If a Majority of the Controlling Class does not consent to such institution within 30 days of receiving notice of such nomination, a Majority of the Controlling Class may nominate, subject to the consent of a Majority of the Subordinated Notes, an institution as a successor collateral manager that is not an Affiliate of the Collateral Manager that satisfies the provisions of clauses (i) through (iv) above; provided, that if the Majority of the Subordinated Notes does not consent to the institution nominated by the Majority of the Controlling Class within 30 days of receiving notice of such nomination, a Majority of the Controlling Class may thereafter select a successor collateral manager for the Issuer without the consent of Holders of Subordinated Notes. All nominations and consents to nominations shall be automatically terminated made by delivering written notice to the Trustee and the Issuer. The Issuer shall promptly appoint as successor collateral manager any institution that has been nominated and with respect to which the applicable consent shall have been given, as provided above. Notwithstanding the foregoing, as a condition precedent to assuming the obligations of the Collateral Manager hereunder, any successor collateral manager shall agree that, in the event that the Issuer Collateral Manager determines at any time that it is necessary or any portion of the pool of Collateral has become required to register as an investment company advisable under the provisions EU/UK Securitization Requirements in effect at such time to transfer (or cause the transfer of) any Notes comprising the EU/UK Retained Interest necessary to maintain compliance with such EU/UK Securitization Requirements, the successor collateral manager shall acquire from the Collateral Manager the minimum aggregate principal amount of such Notes necessary to maintain compliance with such EU/UK Securitization Requirements, at a price equal to the Investment Company Actfair value thereof.
(d) If no successor collateral manager is nominated as provided above, the resigning or removed ▇▇▇▇▇▇▇▇▇▇ Manager may, within 90 days after notice of its resignation or removal is given to the Holders of the Notes pursuant to any provision of this Agreement, petition any court of competent jurisdiction for the appointment of a successor collateral manager. In connection with the appointment of a successor collateral manager, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor shall agree; provided, however, that no compensation payable to a successor from payments on the Assets shall be greater than that provided hereunder. The Issuer, the Trustee and the successor shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effect any such succession.
(e) No removal or resignation of the Collateral Manager shall be effective until the date as of which a successor collateral manager shall have been appointed and agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement. The Issuer will provide notice of the appointment and approval of a successor collateral manager to each Rating Agency then rating a Class of Secured Notes.
(f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, clauses (h) and (i) below and in Section 10 and 14, which provisions shall survive the termination of this AgreementSection 15.
(eg) Upon In the event of removal or resignation of the Collateral Manager pursuant to Section 12 or 13this Agreement, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by shall have all of the members of the Issuerrights and remedies available with respect thereto at law or equity. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager later to occur of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a(i) and 23. Upon expiration of the applicable notice period with respect to termination a removal or resignation specified in this Section 12 or Section 1314, as applicable, and upon (ii) acceptance of its appointment by the acceptance by a successor Collateral Manager of such appointmentcollateral manager, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Neverthelesscollateral manager.
(h) Section 6, the Collateral Manager Section 8, Section 10, Section 15, Section 17 and Sections 21 through 26 shall take such steps as may be reasonably necessary survive any termination of this Agreement pursuant to transfer such authority and powerthis Section 12 or Section 14.
Appears in 1 contract
Sources: Collateral Management Agreement (Palmer Square Capital BDC Inc.)
Term Termination. (a) A. This Supplemental Agreement shall continue in force until the first commence as of the following occurs: date first shown above, and shall continue for an indefinite period until terminated in the manner prescribed in this paragraph. Notwithstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect.
B. Any party may terminate this Supplemental Agreement without cause by (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 giving 30 days’ prior written notice to the Issuer others of such termination and (ii) giving a copy of such notice thereof to ASCF. Notices to ASCF shall be addressed to ASCF at: ASC Finance, LLC - P. O. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Notice must be mailed to the Trusteeaddress designated in this Supplemental Agreement and shall be effective 30 days after the date of delivery or mailing, whichever is earliest.
(c) C. This Supplemental Agreement shall be automatically terminated in may, at the event that option of Administrator, terminate immediately and without notice for cause upon the Issuer occurrence of any of the following events:
i. ▇▇▇▇▇▇’s assignment or attempted assignment of this Supplemental Agreement or any portion of the pool of Collateral has become required to register as an investment company any interest in or any payment due under the provisions “no interest” Payment Plan Term Agreement without the expressed prior written consent of ASCF and Administrator;
ii. The filing by Dealer of a voluntary petition in bankruptcy or execution by Dealer of an assignment for the benefit of creditors;
iii. The filing of a petition to have Dealer declared bankrupt, which is not vacated within 30 days;
iv. The material breach of any provision contained within this supplemental agreement;
v. Dealer’s acts of fraud, defalcation, dishonesty or intentional misrepresentation directed to Administrator, or ASCF, and their respective agents or employees; and
vi. Any violation of the Investment Company Act.Dealer-Administrator Agreement. SAMPLE
(d) If this Agreement is terminated pursuant D. Dealer hereby agrees to, at all times, indemnify and hold Administrator, ASCF, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of any and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of them by any Purchaser, or any third party, regarding the “no interest” Payment Plan Terms Agreements and performance by Dealer thereunder, including but not limited to this Section 12any and all losses, such termination shall be without any further liability judgments, defense costs or obligation of either party other liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the otherextent the same are also directed to Administrator, except as provided in Sections 8ASCF, 10 and 14or their agents, which provisions shall survive the termination of this Agreementemployees, successors or assigns.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination 10.1. The initial term of this Agreement in accordance with Section 12(b)shall be for a period from the Effective Date through December 31, 2006. Thereafter, the term shall be automatically extended for additional successive periods of one (c1) or Section 13. The Collateral Manager hereby acknowledges and agrees year each unless either party shall give written notice to the other at least six (6) months prior to the end of the then existing term of its desire that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoterm not be further extended.
(b) Notwithstanding any other provision hereof 10.2. Either party shall have the right to the contrary, terminate this Agreement may be terminated without cause at any time for a material breach of this Agreement by the Collateral Managerother party, and provided that the Collateral Manager may resign, upon 90 days’ non-breaching party shall have first given ninety (90) days prior written notice to the Issuer breaching party describing such breach and stating the non-breaching party's intention to terminate this Agreement if such breach remains uncured, and the Trusteebreaching party thereafter fails to cure such breach.
10.3. Upon termination of this Agreement, all licenses in force at the time shall terminate concurrently, except (ca) This Agreement the license granted under Article 4.1 (and the provisions of Article V) shall be survive such termination, but shall automatically terminated convert to a non-exclusive license unless the termination was by Packard for material breach by Microdrop, in which case the event that the Issuer or license shall remain exclusive as long as minimum royalty payments as specified in Article 5.4 are made; and (b) any portion of the pool of Collateral has become required to register as an investment company license arising under the provisions of the Investment Company ActArticle 3.4(b) upon termination shall survive such termination.
(d) If this Agreement is terminated pursuant to this Section 12, such 10.4. No termination hereunder shall be without constitute a waiver of any further liability rights or obligation causes of action that either party may have for any acts or omissions or breach hereunder by the other party prior to the othertermination date. Articles 3.3 and 3.4(b) and Articles VI, except as provided in Sections 8VIII, 10 IX, X, XI, XII, and 14, which provisions XIII (all paragraphs) shall survive the any termination of this Agreement, as well as such other provisions as, by their intent or meaning, are intended to so survive.
(e) Upon the removal 10.5. Except as expressly provided otherwise herein, any delays in or resignation failures of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved performance by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager either party under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) not be considered a breach of this Agreement if and 23. Upon expiration to the extent caused by occurrences beyond the reasonable control of the applicable notice period with respect to termination specified in this Section 12 party affected, including but not limited to: acts of God, new regulations or Section 13laws of any government; strikes or other concerted acts of workers; fire, as applicablefloods, explosions; riots; wars; rebellion; and, sabotage, and upon any time for performances hereunder shall be extended by the acceptance time of delay reasonably occasioned by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and poweroccurrence.
Appears in 1 contract
Term Termination. (a) 4.1 This Agreement shall continue in force until the first is made for period of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes four months with PVN’s right to renew for additional nine months and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, either party upon 90 days’ a 45 days prior written notice to the Issuer and the Trusteeother party.
4.2 In addition, each party shall have a right to terminate this Agreement immediately - if termination is made for Cause. The term “Cause” in this Agreement shall be defined as any of the following events or acts of PVN, the Company or Dov: (a) a material breach of this Agreement which has not been remedied within 14 days of written notice, (b) breach of confidence, loyalty or unauthorized disclosure or use of PVN’s or third parties intellectual properties, (c) This Agreement shall be automatically terminated in the event that the Issuer self-dealing, embezzlement or any portion misappropriation of the pool of Collateral has become required PVN’s property or serious damage to register as an investment company under the provisions of the Investment Company Act.
PVN’s property which is intentionally caused, (d) If this Agreement is terminated pursuant to this Section 12gross negligence or misconduct, such termination shall be without any further liability or obligation (e) criminal behavior as determined by a court of either party to the otherlaw, except as provided for traffic violations, or other offences which do not require mens rea.
4.3 Termination of this Agreement as stated above is without liability for any claims or payments beyond those earned or accrued in the course of the Services hereunder; and the Company and PVN hereby waives any and all such claims. Without derogating from the generality of the aforementioned, termination of this Agreement will not entitle either Party to any compensation.
4.4 Upon termination of this Agreement, the Company and Dov shall immediately return to PVN each and every asset in its possession or control which belongs, or has been entrusted, to the Company and/or Dov, including, without limitation, all materials of any kind (whether in written or electronic form, computer files or otherwise) concerning the PVN’s Proprietary Information (as such term is defined in Appendix B) and all copies thereof, and the Company or Dov shall not retain any copies of such materials in whatever form and on whatever media.
4.5 The provisions of Sections 81.8-1.12, 10 2.5, 4.3, 4.4 and 14, which provisions 5.1 through 5.6 of this Agreement shall survive remain valid and binding regardless the termination of this Agreement, and will survive such termination.
(e) Upon the removal or resignation of the Collateral Manager pursuant 4.6 Failing to Section 12 or 13fulfill Articles 1.5, the Issuer may appoint 1.16, 2.1 will be considered as a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.material breach
Appears in 1 contract
Term Termination. (a) 1. This Agreement shall continue in force until ▇▇▇▇ is effective upon the first earliest of the following occursoccurrences: (i) the payment by agreement electronically in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its termsany manner; (ii) downloading the liquidation Software; (iii) installing the Software; (vi) using the Software; (v) your consummation of the Collateral and transaction for the final distribution purchase of the proceeds of such liquidation to the Holders of the Class A NotesSoftware; or (iiivi) your acceptance and agreement to the terms and conditions of this ▇▇▇▇ in any other way. This ▇▇▇▇ will remain in force until terminated in accordance with this ▇▇▇▇.
2. Licensor may terminate this ▇▇▇▇ immediately with no further action or notice upon the breach of any term of this ▇▇▇▇ (including without limitation, the obligations to pay all Subscription fees when due and payable) by the Licensee which is not cured with seven (7) business days following the delivery of written notice to You.
3. Either party may terminate this Agreement if the other party: (i) ceases operation without a successor; or (ii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
4. Upon termination of this Agreement in accordance with ▇▇▇▇ by Licensor pursuant to Section 12(b)5.2 above, the license granted herein will terminate and You: (ci) or Section 13. The Collateral Manager hereby acknowledges and agrees that shall immediately cease to use the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause Software, (ii) shall pay to JFrog any amounts owed to JFrog under this ▇▇▇▇ before such expiration or termination; (iiiii) shall remove the Software from all hard drives, networks and other storage media and destroy all copies of the preceding sentence occur prior theretoSoftware in your possession or under your control. Upon JFrog’s request You shall within three (3) days certify destruction of, all full or partial copies of the Software, documentation and related materials provided by JFrog.
(b) Notwithstanding 5. Termination of this ▇▇▇▇ for any other provision hereof reason will not affect the Licensee’s obligations relating to the contrary, this Agreement may be terminated without cause by payment of amounts due or the Collateral Manager, Licensee’s obligations duties and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion acknowledgement of the pool of Collateral has become required to register as an investment company rights contained under the provisions of the Investment Company Act.
License Grant (d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(bLicensor’s Rights (Section 3), 10(aLimited Warranty, Limited Liability, IP Indemnification (Section 6), 10(b), 14(aConfidentiality and Privacy (Section 7) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Miscellaneous (Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power8).
Appears in 1 contract
Sources: End User License Agreement (Eula)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with the respective terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the S&P Rating Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Notes.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (Golub Capital BDC 4, Inc.)
Term Termination.
12.1 This Agreement is effective, and You receive access to the Course Content and the Platform as per the moment of Registration and continue:
(a) This Agreement shall continue in force for as long as the Course Content is available on the Platform; or
(b) until You cancel this Agreement; or
(c) until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of Service Provider terminates this Agreement in accordance with Section 12(b), this clause 12.
12.2 The Service Provider shall be entitled to terminate this Agreement by email to You with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:
(ca) or Section 13. The Collateral Manager hereby acknowledges and agrees any payment that is due under this Agreement has not been received by the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment Service Provider in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.and on time;
(b) Notwithstanding You breach any other provision hereof to the contrary, of Your obligations under this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.Agreement;
(c) This Agreement shall be automatically terminated in the event that Course Content is no longer available on the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.Platform; or
(d) necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.
12.3 If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14cancelled, which termination or cancellation can only occur on the basis of and in accordance with the relevant provisions shall survive the termination of this Agreement., then:
(a) the License shall be revoked with immediate effect upon termination;
(b) Your Account shall be terminated;
(c) access to the Platform and the Course Content by You shall be revoked and terminated;
(d) You shall cease and abstain from the use of and delete the Course Content from any location You have shared or stored the Course Content;
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager Parties under this Agreement shall terminateend and become ineffective, except as provided for:
(i) the rights and obligations accrued before that date;
(ii) any rights and (payment) obligations of or pursuant to clauses 9 (Payment & access); and
(iii) any rights and obligations of or pursuant to clauses 13 through 26, which will remain in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(afull force and effect after termination of this Agreement; and
(f) and 23. Upon expiration such termination shall be without prejudice to any rights a Party may have vis m vis the other Party in connection with a breach of the applicable notice period with respect to termination specified in this Section 12 any provision of or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager obligation under this Agreement and occurring prior to their termination.
12.4 If this Agreement is terminated due to any of the Indenture, whether with respect to the Collateral reasons listed under clause 12.2(a) or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless12.2(b), the Collateral Manager shall take such steps as may be reasonably necessary Service Provider is entitled to transfer such authority and powerrefuse You access to any other courses, (digital) products and/or services at the Service Provider’s sole discretion.
Appears in 1 contract
Term Termination. (a) This 14.1. Subject to termination as set forth in this Section 14, the term of this Agreement will commence on the Effective Date and will continue for as long as any Software or Support Services are being provided to OEM under this Agreement under the applicable License and Support Services Schedule - Exhibit A; this Agreement shall continue in force until automatically terminate upon the first expiration of the following occurs: last Exhibit A executed hereunder.
14.2. Either party may terminate this Agreement immediately without further notice if the other party breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of the date on which the breaching party receives written notice of such breach from the non- breaching party.
14.3. Upon the termination or expiration of this Agreement (i) the payment license to use the Software shall immediately terminate, and except as set forth in full or redemption in whole Section 14.4 (Post-termination Wind-down) below, OEM and its Distributors shall cease all sale and distribution of the Class A Notes and the termination of the Indenture in accordance with its termsOEM Products; (ii) Neo4j’s obligations to perform the liquidation of the Collateral and the final distribution of the proceeds of such liquidation Support Services shall immediately terminate, except to the Holders of extent OEM continues to pay for Support Services during the Class A Notespost-termination period; or (iii) OEM shall pay Neo4j the termination full amount of this Agreement any outstanding fees and Royalties due hereunder; and (iv) within ten (10) calendar days of such termination, each party shall destroy or return all confidential and/or proprietary information of the other party in accordance with Section 12(b)its possession, (c) and will not make or Section 13. The Collateral Manager hereby acknowledges and agrees retain any copies of such information in any form, except that the Collateral Manager shall continue to perform its obligations hereunder and under receiving party may retain one (1) archival copy of such information solely for purposes of ensuring compliance with this Agreement. Notwithstanding the Indenture in foregoing, the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions following sections shall survive the termination of this Agreement: 3 (Proprietary Rights), 7 (Open Source Software), 9 (Fees & Payment), 12 (Mutual Indemnification), 13 (Limitation of Liability), 14.3 (Effects of Termination), 14.4 (Post-termination Wind-down), and 15 (General Provisions).
(e) Upon 14.4. Except in the removal or resignation event of termination of the Collateral Manager Agreement by Neo4j for material breach by OEM pursuant to Section 12 or 1314.2 (Termination) above, the Issuer may appoint OEM (and its Distributors) shall for a successor Collateral Manager that is reasonably acceptable to a Majority period of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, one (1) a Majority year following the effective date of the Controlling Class may elect termination of this Agreement, be entitled to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, continue selling OEM Products subject to the consent compliance with all applicable provisions of the Issuer; and (2) if a successor Collateral Manager this Agreement, which includes but is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointmentlimited to, all rights and obligations of the Collateral Manager under this Agreement shall terminatelicense grant, except as provided in Sections 2(h)(i)license restrictions, 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicableproprietary rights, and upon the acceptance by a successor Collateral Manager of such appointmentobligation to pay any license, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral technical support or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as fees Royalties that may be reasonably necessary to transfer such authority and powerdue.
Appears in 1 contract
Sources: Commercial Usage Agreement
Term Termination. (a) 3.1. The term of this Agreement shall be from the Effective Date until the date 25 years from the E-SFA CDG Project’s interconnection date. This Agreement shall continue remain in force effect until the first of the following occurs: terminated (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; terms or (ii) the liquidation by an order of the Collateral and the final distribution of the proceeds of such liquidation Commission, whichever shall occur first.
3.2. Notwithstanding anything to the Holders of contrary elsewhere in this Agreement or in the Class A Notes; or (iii) Tariff, the termination of Utility, by written notice to the E-SFA CDG Project, may if permitted in a proceeding, terminate this Agreement in accordance whole or in part with Section 12(b), (c) respect to the E-SFA CDG Project or Section 13. The Collateral Manager hereby acknowledges and agrees that suspend further performance without terminating this Agreement upon the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole occurrence of the Class A Notes unless any of the events described in clause following:
(iia) the E-SFA CDG Project terminates or (iii) of the preceding sentence occur prior thereto.suspends doing business, except where such suspension is caused by Force Majeure;
(b) Notwithstanding the E-SFA CDG Project becomes subject to any other provision hereof bankruptcy or insolvency proceeding under federal or state law (and which proceeding is not removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to the contrarydirect control of a transferee, this Agreement may be terminated without cause by receiver or similar authority in relation to a bankruptcy or insolvency proceeding, or (except as otherwise provided in Section 13.7) makes an assignment for the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.benefit of creditors;
(c) This the E-SFA CDG Project commits a material breach of any of its obligations under this Agreement shall be automatically terminated in with respect to the event that E-SFA Program and has not cured such breach within thirty (30) days after receipt of a written notice from the Issuer or any portion other Party specifying the nature of the pool of Collateral has become required breach (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as the E-SFA CDG Project is pursuing diligent efforts to register as cure, such extended cure period not to exceed an investment company under the provisions of the Investment Company Act.additional thirty (30) days); or
(d) If this Agreement the E-SFA CDG Project is terminated pursuant in material violation of the Utility’s electric standards, including but not limited to this Section 12provisions related to interconnection and safety and has not cured such violation within thirty (30) days after receipt of a written notice from the other Party specifying the nature of the violation (provided, however, that if such breach cannot be cured within thirty (30) days, the cure period will be extended as long as the E-SFA CDG Project is pursuing diligent efforts to cure, such termination shall be without extended cure period not to exceed an additional thirty (30) days). Notwithstanding the aforementioned cure provisions or any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination other provision of this Agreement, the Utility may take immediate actions with respect to the E-SFA CDG Project interconnection if deemed necessary by the Utility, in its sole discretion, to protect the safety of the public, customers, or employees, or the operation of the electric system.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 133.3. The foregoing notwithstanding, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable E-SFA CDG Project may, upon written notice to a Majority of Utility, remove the Controlling Class and that is approved by all of E-SFA CDG Project from the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral ManagerE-SFA Program, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested terms in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerTariff.
Appears in 1 contract
Term Termination. (a) This Agreement shall be effective as of the date given above and shall continue in force until effect for two (2) years. It is renewable annually thereafter so long as such continuance is specifically approved at least annually by the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoSole Director.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated at any time, without cause payment of any penalty, (i) by the Collateral Manager, and the Collateral Manager may resignSole Director, upon 90 sixty (60) days’ prior written notice to K2 and Sub-Adviser, (ii) by K2 or Sub-Adviser upon at least sixty (60) days’ written notice to the Issuer other party, (iii) by K2 or the Subsidiary upon a material breach by Sub-Adviser of any of Sub-Adviser’s obligations or representations under this Agreement if such breach is not corrected within five (5) business days after notice thereof by K2 or the Subsidiary, and (iv) by the TrusteeSub-Adviser upon a material breach by any of the Subsidiary or K2 of an obligation or representation under this Agreement if such breach is not corrected within five (5) business days after notice thereof by the Sub-Adviser.
(c) This Agreement shall not be automatically terminated in assigned without the event that the Issuer or any portion consent of the pool of Collateral has become required to register as an investment company under the provisions Sole Director on behalf of the Investment Company ActSubsidiary, and will terminate upon any termination of the Management Agreement between K2 and the Subsidiary.
(d) If this This Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party terminate immediately on the Sub-Adviser’s written notice to the other, except as provided other parties in Sections 8, 10 circumstances where the Sub-Adviser ceases to have a permission under Part IV of the Financial Services and 14, which provisions shall survive Markets Ac▇ ▇▇▇▇ ▇hich covers the termination performance of the services under this Agreement.
(e) Upon This Agreement shall terminate immediately on written notice from one party to the removal or resignation others in the event that any of the Collateral Manager pursuant to Section 12 or 13parties has become insolvent, the Issuer may appoint gone into liquidation (other than a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) voluntary liquidation for the successor Collateral Manager, subject purpose of reconstruction or amalgamation forthwith to the consent of the Issuer; and (2be carried into effect) if or seeks to enter into a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.formal arrangement with its creditors;
(f) Upon notification of termination of this Agreement, the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of Sub-Adviser shall continue to provide the Collateral Manager services under this Agreement during any notice period, save as otherwise agreed upon with K2. # 1538627 v. 1
(g) Termination shall terminatenot affect the status, except as provided obligations or liabilities of any party hereto to the others (including, without limitation, K2’s obligation to pay fees in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration respect of the applicable notice period with respect prior to termination specified in accordance with this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerAgreement).
Appears in 1 contract
Sources: Subadvisory Agreement (Franklin Alternative Strategies Funds)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders, and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agencies (provided that in the event that case of Fitch, only for so long as any Class A-1 Notes remain Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Notes.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (Golub Capital Private Credit Fund)
Term Termination. (a) A. This Supplemental Agreement shall continue in force until the first commence as of the following occurs: date first shown above, and shall continue for an indefinite period until terminated in the manner prescribed in this paragraph. Notwithstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect.
B. Any party may terminate this Supplemental Agreement without cause by (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 giving 30 days’ prior written notice to the Issuer others of such termination and (ii) giving a copy of such notice thereof to ASCF. Notices to ASCF shall be addressed to ASCF at: ASC Finance, LLC - P. O. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Notice must be mailed to the Trusteeaddress designated in this Supplemental Agreement and shall be effective 30 days after the date of delivery or mailing, whichever is earliest.
(c) C. This Supplemental Agreement shall be automatically terminated in may, at the event that option of Administrator, terminate immediately and without notice for cause upon the Issuer occurrence of any of the following events:
i. Dealer’s assignment or attempted assignment of this Supplemental Agreement or any portion of the pool of Collateral has become required to register as an investment company any interest in or any payment due under the provisions “no interest” Payment Plan Term Agreement without the expressed prior written consent of ASCF and Administrator; Specimen
ii. The filing by Dealer of a voluntary petition in bankruptcy or execution by Dealer of an assignment for the benefit of creditors;
iii. The filing of a petition to have Dealer declared bankrupt, which is not vacated within 30 days;
iv. The material breach of any provision contained within this supplemental agreement;
v. Dealer’s acts of fraud, defalcation, dishonesty or intentional misrepresentation directed to Administrator, or ASCF, and their respective agents or employees; and
vi. Any violation of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Dealer-Administrator Agreement.
(e) Upon D. Dealer hereby agrees to, at all times, indemnify and hold Administrator, ASCF, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of any and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of them by any Purchaser, or any third party, regarding the removal “no interest” Payment Plan Terms Agreements and performance by Dealer thereunder, including but not limited to any and all losses, judgments, defense costs or resignation of the Collateral Manager pursuant to Section 12 other liabilities for cancellation refunds, or 13for fraud, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13defalcation, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (dishonesty or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject intentional misrepresentation to the consent of extent the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationssame are also directed to Administrator, ASCF, or their agents, employees, successors or assigns.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Term Termination. (a) This Agreement shall continue in force until agreement commences on [date] and continues for a term of 12 months (“Initial Term”). At the first end of the following occurs: Initial Term, this agreement will continue for further successive terms each of a further 12 month period (ieach a “Continuing Term”) unless one party serves a written notice of termination on the payment in full or redemption in whole other party within a 30 day period prior to the end of the Class A Notes and then current Initial Term or Continuing Term, as applicable, in which case this agreement terminates 7 days after the termination date of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretonotice.
(b) Notwithstanding Without limiting paragraph 7(a), either party (“the terminating party”) may terminate this agreement at any other provision hereof to the contrary, this Agreement may be terminated without cause time during an Initial Term or a Continuing Term by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer other party (“defaulting party”) in the event of the defaulting party’s breach of this agreement, in which case this agreement terminates 7 days after the date of the notice, provided that the terminating party first notifies (“notice of default”) the defaulting party in writing of its default and requests that the Trusteedefaulting party rectify the default within 30 days of the date of the notice of default.
(c) This Agreement shall be automatically terminated Immediately upon termination of this agreement each party’s rights and obligations under this agreement cease and Affiliate must provide to CC any copies of license versioning currently in process as at the event that time of termination. Without limiting the Issuer or foregoing, each party must also promptly return any portion and all copies of the pool of Collateral has become required other party’s confidential and proprietary information to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either that party to the othergreatest extent practicable. For the avoidance of doubt and without limiting the foregoing, except as provided in Sections 8Affiliate must, 10 and 14, which provisions shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager must ensure that is reasonably acceptable to a Majority of the Controlling Class any and that is approved by all of the members of the Issuer. If Affiliate team:
(i) Immediately cease using the Collateral Manager is removed pursuant CC branding;
(ii) Return to Section 13, (1) a Majority of CC any and all materials that contain the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject CC branding to the consent greatest extent possible;
(iii) Transfer to CC or CC’s designee any and all right, title and interest in and to any and all proprietary materials, including without limitation, any domain name or other registrations, created or acquired by Affiliate in the course of performing its obligations under this agreement; and,
(iv) Immediately provide to CC any and all passwords, login and other access details acquired or created by Affiliate during the Issuer; term of this agreement and (2) if a successor Collateral Manager immediately cease using and destroy any materials containing this or any other of CC’s confidential information that is not appointed within 60 days capable of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationsbeing returned or handed over to CC or CC’s designee.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Affiliate Agreement
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Holders, (ii) the payment in full of the Class A Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer), the Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) with respect to which the Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
Appears in 1 contract
Sources: Collateral Management Agreement (Golub Capital BDC 3, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes Securities and the Secured Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation pursuant to the Holders terms of the Class A NotesIndenture; or (iii) the termination of this Agreement in accordance with Section 12(b), clause (b) or (c) of this Section 12 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 14 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, resign upon 90 days’ (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the Trusteeresigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 88(c), 10 10, 15 and 1422 of this Agreement, which provisions shall survive the termination of this Agreement.
(ed) Upon the Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities or 13Secured Debt are Outstanding, the Issuer may shall:
(i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and
(ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager that hereunder, (B) is reasonably acceptable legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and that is approved by all a Majority of the members Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Issuer. Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code).
(e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager is removed pursuant to Section 13, or (1ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may elect be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to increase the preceding sentence, such nominee shall become the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a . If no successor Collateral Manager is not appointed within 60 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities and Secured Debt.
(f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities and Secured Debt, including Collateral Manager Securities.
(g) The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Issuer shall provide written notice thereof to the Rating Agency.
(h) In the event of removal of the Collateral Manager for “cause,” pursuant to this Agreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except as provided in Sections 2(h)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon the expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the IndentureAgreement, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor Collateral Manager collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Collateral Management Agreement (Blue Owl Technology Finance Corp.)
Term Termination. (a) This Initially, this Agreement shall continue in force be for the period commencing with the Effective Date and ending three months from the Effective Date (the “Term”). Thereafter, this Agreement shall be renewable for a term of three months and shall be automatically renewed for successive three month terms unless and until terminated by either Icon or the first Purchaser on written notice given not less than 30 days prior to expiration of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.current Term..
(b) Notwithstanding any other provision hereof anything to the contrarycontrary contained herein or in Annex A attached hereto, this Agreement the Purchaser may terminate any individual Icon Service on an Icon Service-by-Icon Service basis upon 30 days written notice, identifying the particular Icon Service to be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trusteeeffective date of termination.
(c) This Agreement shall may be automatically terminated in prior to the event that the Issuer or any portion expiration of the pool of Collateral has become required to register Term as an investment company under the provisions set forth in Section 7(a) and (b), upon written notice as set forth below:
i. by mutual written consent of the Investment Company Actparties hereto at any time;
ii. with respect to Icon Services, by Icon, if the Purchaser fails to pay any invoice within 30 days following the date when payment of such invoice is due, unless the Purchaser is disputing such invoice in good faith or the parties have initiated the dispute resolution procedures set forth in Section 4.
(d) If this Agreement is terminated pursuant The Purchaser and Icon each specifically agrees and acknowledges that all obligations of Icon to this Section 12, such termination provide any Icon Service shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive immediately cease upon the termination of this Agreement, in each case, in the manner set forth herein. Upon the cessation of Icon’s obligation to provide any Icon Service, the Purchaser, shall immediately cease using, directly or indirectly, such Icon Service.
(e) Upon termination of an Icon Service with respect to which Icon holds books, records or files, including current or archived copies of computer files, owned by the removal or resignation Purchaser and used by Icon in connection with the provision of an Icon Service to the Collateral Manager pursuant Purchaser, Icon will return to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by Purchaser all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13such books, (1) records or files as soon as reasonably practicable; provided, however, that Icon may make a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Managercopy, subject to the at its expense and with prior written consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days Purchaser, of such removal of the Collateral Manager books, records or files for “cause,” the Issuer may not reinvest in additional Collateral Obligationsarchival purposes only.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Asset Purchase Agreement (Truli Technologies, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders, (ii) the payment in full of the Class A Notes; Debt, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), ) or (ce) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager Servicer may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Collateral Trustee; provided that, the Collateral Servicer shall have the right to resign immediately (i) upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Servicer of its duties hereunder or under the Indenture to be a violation of such law or regulation or (ii) if the Collateral Servicer determines in good faith that its resignation is necessary or advisable for it to comply with the applicable law or regulations.
(c) This Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Servicer or termination of this Agreement pursuant to such clause shall be automatically terminated effective until the date as of which a successor Collateral Servicer shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the event that Collateral Servicer’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations.
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Servicer, the Issuer shall transmit copies of notice of such resignation or any portion removal to the Collateral Trustee (which shall forward a copy of such notice to the holders) and the Rating Agency and shall appoint an institution as Collateral Servicer, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Servicer hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Servicer hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions 1940 Act, (iv) [reserved], (v) has been identified in a prior written notice provided to the Rating Agency, and (vi) has been approved by a Majority of the Investment Company ActControlling Class.
(de) If (i) a Majority of the Subordinated Notes fails to nominate a successor Collateral Servicer within 30 days of initial notice of the resignation or removal of the Collateral Servicer or (ii) a Majority of the Controlling Class does not approve the proposed successor Collateral Servicer nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Servicer that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Servicer. If no successor Collateral Servicer is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Servicer of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Servicer, any of the resigning or removed Collateral Servicer, a Majority of the Subordinated Notes (disregarding Collateral Servicer Debt, unless 100% of the Subordinated Notes are Collateral Servicer Debt) and a Majority of the Controlling Class (disregarding Collateral Servicer Debt) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Servicer, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt.
(f) The successor Collateral Servicer shall be entitled to the Collateral Servicing Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Servicer shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the holders of each Class of Debt voting separately by Class, including Collateral Servicer Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Servicer, all authority and power of the Collateral Servicer hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor Collateral Servicer. The Issuer, the Collateral Trustee and the successor Collateral Servicer shall take such action (or the Issuer shall cause the outgoing Collateral Servicer to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 14, which provisions 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 1314.
(i) In connection with any vote under this Agreement, in determining whether the holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Servicer Debt is disregarded and deemed not to be Outstanding in connection with such vote and a Class of Debt entitled to vote is comprised entirely of Collateral Servicer Debt, then the most senior Class of Debt that is not comprised entirely of Collateral Servicer Debt shall be entitled to exercise the specified voting rights, disregarding any Collateral Servicer Debt, in lieu of such other Class of Debt.
(j) Notwithstanding the foregoing, as applicable, and upon a condition precedent to assuming the acceptance by a successor Collateral Manager of such appointment, all authority and power obligations of the Collateral Manager under this Agreement and Servicer hereunder, any successor Collateral Servicer shall agree that, in the Indenture, whether with respect to event the Collateral Servicer determines at any time that it is necessary or otherwiseadvisable under the E.U./UK Retention Requirement in effect at such time to transfer (or cause the transfer of) any Debt comprising the E.U./UK Retained Interest necessary to maintain compliance with such E.U./UK Retention Requirement, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, Servicer shall acquire from the Collateral Manager shall take Servicer the minimum aggregate notional amount of such steps as may be reasonably Debt necessary to transfer maintain compliance with such authority and powerE.U./UK Retention Requirement, at a price equal to the fair value thereof.
Appears in 1 contract
Sources: Collateral Servicing Agreement (Morgan Stanley Direct Lending Fund)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders holders of the Class A NotesSecurities; or (iii) the termination of this Agreement in accordance with Section 12(b), subsections (b) or (c) of this Section 11 or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole 12 of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretothis Agreement.
(b) Notwithstanding any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon at least 90 days’ prior written notice to the Issuer and (or such shorter notice as is acceptable to the TrusteeIssuer); provided, that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation.
(c) This Agreement shall be automatically terminated in the event that the Collateral Manager or the Issuer takes any action which would require a registration of the Issue or any portion of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Collateral Manager thereof.
(d) If this Agreement is terminated pursuant to this Section 11, neither party shall have any further liability or obligation to the other, except as provided in Sections 7(c), 10 (other than the first sentence of clause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.
(e) Any removal or resignation of the Collateral Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, at the direction of a Majority of the Class A Notes and a Majority of the Limited Partnership Interests (excluding any Limited Partnership Interests owned by the Collateral Manager), of a successor collateral manager that is an established institution with experience managing assets similar to the Assets which (A) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Collateral Manager hereunder and under the Indenture, (B) is legally qualified and has the capacity to act as successor to the Collateral Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the terms of the Indenture applicable to the Collateral Manager, (C) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act.
Act and (dD) If this Agreement is terminated pursuant to this Section 12, such termination shall be without not result in the imposition of any further liability entity-level or obligation of either party withholding tax on the Issuer or the payments to the other, except as provided in Sections 8, 10 holders of Notes and 14, which provisions shall survive (ii) written acceptance of appointment and assumption of all of the termination of this Agreement.
(e) Upon the removal or resignation duties and obligations of the Collateral Manager pursuant hereunder and under the terms of the Indenture applicable to Section 12 or 13, the Collateral Manager by such successor collateral manager. The Issuer may shall use its commercially reasonable efforts to appoint a successor Collateral Manager that is reasonably acceptable collateral manager to a Majority assume the duties and obligations of the Controlling Class and that is approved by all of the members of the Issuerremoved or resigning Collateral Manager. If within 90 days following a notice of resignation or removal no replacement collateral manager has been appointed and accepted such appointment, the Collateral Manager is removed pursuant to Section 13, (1) may petition a Majority court of competent jurisdiction for the appointment of a successor collateral manager. No vote of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent holders of the Issuer; and Class A Notes or Limited Partnership Interests will be required in connection with such appointment by a court of competent jurisdiction.
(2f) if a successor Collateral Manager is not appointed within 60 days In the event of such removal of the Collateral Manager for “cause,” by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may not reinvest by notice in additional Collateral Obligations.
(f) Upon writing to the acceptance by a successor Collateral Manager of such appointment, as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement shall terminate, (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in Sections 2(h)(ithis Agreement), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 11 or Section 1312 of this Agreement, as applicable, and upon the acceptance by a successor Collateral Manager collateral manager of such appointment, all authority and power of the Collateral Manager under this Agreement and or the Indenture, whether with respect to the Collateral Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powercollateral manager.
Appears in 1 contract
Sources: Collateral Management Agreement (TPG RE Finance Trust, Inc.)
Term Termination. (a) This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture Unless otherwise terminated in accordance with its terms; (ii) this Agreement, the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination term of this Agreement in accordance with Section 12(bshall begin on the Effective Date and will continue for a period of three (3) year(s) after the Effective Date (the “Term”), (c) or Section 13. The Collateral Manager hereby acknowledges Vendor shall begin and agrees that complete the Collateral Manager shall continue to perform its obligations hereunder and under Services on the Indenture dates specified in the manner provided herein and therein until the payment in full or redemption in whole Statement of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoWork.
(b) Notwithstanding Either party may terminate this Agreement (i) due to a material breach of this Agreement or the Statement of Work by the other party if such material breach remains uncured for a period of thirty (30) days following receipt of written notice by the breaching party; and (ii) by giving (30) days’ written notice to the other party in the event of: (A) any sale or transfer of all or substantially all of such other party’s assets; or (B) any acquisition of a controlling interest in such other party’s voting stock.
(c) Intuit reserves the right to terminate this Agreement if Vendor fails to comply with any of the performance requirements set forth in the Service Level Attachment, attached hereto as Exhibit C. The termination right granted to Intuit under this Section 8(c) shall not limit or prevent Intuit from terminating this Agreement for any other provision hereof basis permitted under this Agreement. In addition, the rights and remedies set forth in this Section are in addition to the contrarycorrective actions and specific remedies set forth in the Exhibit C, which shall be cumulative. Intuit’s right to terminate pursuant to this Section 8(c) shall be subject to the following procedure:
(i) Intuit may notify Vendor in writing of any performance deficiencies within fourteen (14) days of receipt of the monthly report regarding performance. Vendor will have ten (10) days after receipt of such notice to prepare a plan to correct the deficiency, and twenty (20) days after receipt of such notice to complete correction of the deficiency.
(ii) Intuit will have the option to terminate this Agreement if (i) Intuit gives more than one (1) notice of deficiency relating to substantially the same performance level requirement set forth in Exhibit C within any twelve (12) month period during the Term, (ii) Vendor fails to prepare a plan to correct a deficiency within ten (10) days or to fully implement a correction to a deficiency within twenty (20) days of receipt of any notice of deficiency, or (iii) Intuit issues three (3) or more notices of deficiency during any consecutive eighteen (18) month period (regardless of whether such notices relate to the same or different performance level requirements). Intuit’s termination right under this Section 8(c) may be terminated without cause by exercised upon thirty (30) calendar days from the Collateral Managerdate of such notice, and the Collateral Manager Vendor shall have no further right to cure any such deficiency.
(d) Either party may resignterminate this Agreement for convenience, without cause, upon 90 at least one hundred eighty (180) days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated in the event that the Issuer or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreementother party.
(e) Upon In the removal event of an early termination of this Agreement, Intuit shall compensate Vendor for the Services provided on or resignation before the effective date of the Collateral Manager pursuant termination and shall compensate Vendor for any approved disbursements and out-of-pocket expenses reasonably incurred by Vendor in connection with this Agreement. Upon termination or expiration of this Agreement, or at any prior time upon the request of Intuit, Vendor will promptly deliver to Intuit or its designee, all Inventory in its possession and all Confidential Information and Materials (as hereinafter defined) Vendor agrees not to retain any copies of Confidential Information or Materials after the termination or expiration of this Agreement. All Inventory shall be returned in substantially the same condition as it was received by Vendor. Notwithstanding the foregoing, if Intuit or Vendor terminates this Agreement in accordance with Section 12 or 138, Intuit shall be responsible for the Issuer may appoint a successor Collateral Manager that is reasonably acceptable costs of removing the Inventory and delivering it to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationsnew location.
(f) Upon Prior to the acceptance by a successor Collateral Manager of such appointment, all rights and obligations effective date of the Collateral Manager under termination or expiration of this Agreement Agreement, Vendor and Intuit shall terminatedevelop a mutually acceptable plan to permit Intuit to transition the Services in a seamless manner to a succeeding service provider. Vendor agrees to provide reasonable assistance to Intuit in the provision any transition assistance, except as provided including, but not limited to, relocation of Inventory, employment of full-time staffing necessary for management of the Inventory transition plan, technical assistance in transitioning and integrating existing databases and information technology systems with alternative solutions, assistance in transitioning to alternative transportation providers, managing Customer service responsibilities transition including returns processing, and providing a dedicated program manager for a period of thirty (30) days following the relocation of the Inventory.
(g) The provisions of Sections 2(h)(i7, 8(e), 8(b8(f), 10(a8(g), 10(b)11, 14(a) 12, 13, 14, 15, 16 and 23. Upon 18 as well as corresponding provisions of any of the Exhibits, will survive any termination or expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and powerAgreement.
Appears in 1 contract
Sources: Services Agreement (Intuit Inc)
Term Termination. (a) This Agreement shall continue in force until from the first Effective Date hereof through February 28, ▇▇▇▇, and may be extended by the mutual written agreement of the following occurs: parties (i) such period, and any extensions thereof, the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement in accordance with Section 12(b“Term”), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof anything in Section 17(a) to the contrary, this Agreement may be terminated without cause by as provided below:
(i) Either party shall have the Collateral Managerright to terminate this Agreement upon thirty (30) days prior written notice if the other party breaches this Agreement and, if susceptible of cure, fails to cure such breach within such 30-day period.
(ii) Retailer shall have the right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the Collateral Manager may resignCredit Review Point pursuant to 5(b); provided, that in each case, any such notice of termination is given not more than one (1) year after Bank first advises Retailer of such election; provided, further, that as of the first date on which the aggregate outstanding indebtedness for all Accounts exceeds the Credit Review Point then in effect, this Agreement shall automatically and immediately terminate unless the parties shall have mutually agreed in writing to continue the Program.
(iii) Bank shall have the right to terminate the Agreement upon 90 fifteen (15) business days’ prior written notice to Retailer if Retailer fails to maintain Tangible Net Worth as defined in Schedule 14(b) as and to the Issuer extent required therein; provided, that if during such fifteen (15) business day period Retailer provides to Bank an Eligible Letter of Credit in an amount equal to the then-current Letter of Credit Amount (as defined in Appendix A), then, as to the specific reporting period within which such default occurred, such default shall be deemed cured. The terms and the Trusteeconditions applicable to any such Letter of Credit are set forth on Appendix A attached hereto.
(civ) This Bank shall have the right to terminate this Agreement shall upon ninety (90) days’ prior written notice to Retailer if (A) Retailer has elected under Section 18(b) to commence a new financing program; and (B) such other financing program continues to be automatically terminated operative and in effect for more than twelve (12) months after the event that the Issuer or any portion date Bank received Retailer’s written notice under Section 18(b) of the pool of Collateral has become required its election to register as an investment company under the provisions of the Investment Company Actcommence such financing program.
(dv) If Bank shall have the right to immediately terminate this Agreement if (x) applicable laws, regulations or other authority regulating Bank’s rate or fee structure change in a manner that is terminated materially adverse to Bank or are preempted, or (y) Bank determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “open-end” credit facility under Regulation Z, 12 C.F.R. 226.2(a)(20).
(vi) Retailer shall have the right to terminate the Agreement as set forth below if, as of the “Retailer Fee Percentage Adjustment Date” (as defined below), Bank elects to increase the Promotion Fee Percentages set forth on Schedule 6(a) (in each case, “New Pricing”); provided, that Retailer may not elect to terminate this Agreement under this Section unless such New Pricing would, assuming implementation of such New Pricing on the date such New Pricing is proposed (even if Bank’s notice of New Pricing indicates a later effective date), result in a Threshold Increase (as defined below) with respect to any Promotion Fee Percentage, which calculation shall exclude any adjustments pursuant to Section 6(e) or (f). If there has been a Threshold Increase with respect to any Promotion Fee Percentage, Retailer may only terminate this Agreement under this Section 12after it has completed the “Competitive Pricing Procedures”. For purposes of this Section, “Competitive Pricing Procedures” means the following procedures, which Retailer may elect to implement if a Threshold Increase occurs and Retailer asserts that such New Pricing is noncompetitive. In such case, Retailer shall have forty-five (45) days from the date of Bank’s notice of its New Pricing within which to notify Bank in writing of Retailer’s objection to the New Pricing. If Retailer sends such a notice, then for a period of one hundred five (105) days from the date of such notice (the “Negotiation Period”), Retailer and Bank will use commercially reasonable efforts to negotiate mutually agreeable New Pricing. If Retailer and Bank are unable to agree on New Pricing by the end of the Negotiation Period, then Retailer may, during the thirty (30) days immediately following the end of the Negotiation Period, give a written notice of termination to the Bank. This Agreement will terminate on the date set forth in such notice of termination, which date shall be no less than sixty (60) and no more than one hundred and twenty (120) days after any such termination notice. In each case, regardless of whether Retailer terminates this Agreement, the New Pricing shall be without any further liability become effective immediately upon the expiration of the Negotiation Period (unless Retailer does not notify Bank within the thirty (30) day period mentioned above that it is engaging the Competitive Pricing Procedures, in which case the New Pricing will become effective on the date set forth in Bank’s notice of New Pricing) and shall remain effective until the Final Liquidation Date or obligation of either party to the other, except as provided in Sections 8, 10 date when Bank and 14, which provisions shall survive the termination Retailer agree on other pricing. For purposes of this Agreement.
(e) Upon , “Final Liquidation Date” means the removal first day after the termination or resignation expiration of the Collateral Manager Operating Period on which Bank no longer owns any Account (other than an Account that has been written off in accordance with Bank’s write-off policies) that had a debit or credit balance at any time after the beginning of the complete billing cycle immediately preceding such date. As used in this Section 17(b)(vi), “Promotion Fee Percentage” means a Retailer Fee Percentage pertaining to a credit based promotion; “Retailer Fee Percentage Adjustment Date” means the earlier to occur of (i) August 31, 2017 and (ii) the date during the Re-Pricing Period on which Bank notifies Retailer of its decision to revise one or more Retailer Fee Percentages set forth on Schedule 6(a) pursuant to Section 12 or 136(c); and “Threshold Increase” means, for any Retailer Fee Percentage and as of the Issuer may appoint a successor Collateral Manager Retailer Fee Percentage Adjustment Date, an increase in such Retailer Fee Percentage that is reasonably acceptable results in such Retailer Fee Percentage being more than [**Confidential portion has been omitted pursuant to a Majority request for confidential treatment and has been filed separately with the Commission] higher than such Retailer Fee Percentage was immediately prior to such adjustment. By way of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed example only, if a Retailer Fee Percentage increases [**Confidential portion has been omitted pursuant to Section 13a request for confidential treatment and has been filed separately with the Commission], (1) then a Majority Threshold Increase shall have occurred. ** Confidential portions have been omitted pursuant to a request for confidential treatment by Haverty Furniture Companies, Inc. pursuant to Rule 24B-2 under the Securities Exchange Act of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations1934.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Retailer Program Agreement (Haverty Furniture Companies Inc)
Term Termination. (a) This Until this Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect through December 31, 2012 (iithe “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”). With respect to the liquidation end of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; Initial Term or (iii) the termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof to the contraryRenewal Term, this Agreement may be terminated by the Company annually upon the affirmative vote of at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by BAM or its Affiliates) based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or its Subsidiaries or (ii) the Company’s determination that the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may not terminate this Agreement without cause by prior to the Collateral Managerend of the Initial Term. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, and the Collateral Company shall deliver to the Manager may resign, upon 90 days’ prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the Issuer expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the TrusteeManager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (45) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.
(b) Subject to subsection (c) below and Section 15 of this Agreement, and in recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three (3) times the sum of (a) the average annual Base Management Fee and (b) the average annual (or if the period is less than 24 months, annualized) Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.
(c) This Following the Initial Term, the Manager may decline to renew this Agreement by delivering written notice to the Company informing it of the Manager’s intention no later than one hundred eighty (180) days prior to the end of the Initial Term or the anniversary date of this Agreement during any Renewal Term, as the case may be, whereupon this Agreement shall not be automatically terminated in renewed and extended and this Agreement shall terminate effective on the event that the Issuer or any portion final date of the pool Initial Term or on the anniversary date of Collateral has become this Agreement next following the delivery of such notice, respectively. The Company is not required to register as an investment company under pay to the provisions of Manager the Investment Company ActTermination Fee if the Manager terminates this Agreement pursuant to this Section 13(c).
(d) If this Agreement is terminated pursuant to this Section 1213, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 86, 10 9, 10, 13(b), 15(b), and 1416 of this Agreement. In addition, which provisions Sections 11 and 18 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.
Appears in 1 contract
Sources: Management Agreement (Bayview Mortgage Capital, Inc.)
Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Collateral Assets and the final distribution of the proceeds of such liquidation to the Holders Noteholders in accordance with the Indenture, (ii) the payment in full of the Class A Secured Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with Section 12(b), (c), (d), (e) or (f) or Section 13. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until the payment in full or redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto14.
(b) Notwithstanding any other provision hereof Subject only to the contraryclause (c) below, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the TrusteeTrustee (and the Issuer shall direct the Trustee to distribute a copy of such notice to the Holders within five (5) Business Days of receipt); provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation.
(c) This No resignation or removal of the Collateral Manager pursuant to this Agreement shall be automatically terminated effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted and assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”).
(d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit or cause the Trustee to transmit copies of such notice to the Holders and each Rating Agency and shall appoint a successor Collateral Manager in accordance with the procedures set forth in clause (e) below; provided that (i) such successor Collateral Manager has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) such successor Collateral Manager is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) such successor Collateral Manager has agreed to coordinate with the replaced Collateral Manager regarding communications with the Rating Agencies, (iv) such appointment does not cause or result in the event that the Issuer becoming, or any portion of require the pool of Collateral has become required Assets to register as be registered as, an investment company under the provisions of the Investment Company ActAct and (v) the Global Rating Agency Condition has been satisfied with respect to such appointment.
(e) A Majority of the Subordinated Notes will nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof) within 30 days of initial notice of the resignation or removal of the Collateral Manager and if the Majority of the Controlling Class consents thereto, such proposed successor will be appointed the successor Collateral Manager by the Issuer; provided that the Global Rating Agency Condition has been satisfied with respect to such appointment. If a Majority of the Subordinated Notes fails to nominate such a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or if a Majority of the Controlling Class does not consent thereto within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of initial notice of the resignation or removal of the Collateral Manager, nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof). If a Majority of the Subordinated Notes consents to such Controlling Class nominee, such nominee shall be appointed the successor Collateral Manager by the Issuer; provided the Global Rating Agency Condition has been satisfied with respect to such appointment. If no successor Collateral Manager is appointed within 90 days with the consent thereto of a Majority of the Controlling Class (if nominated by a Majority of the Subordinated Notes) or the consent thereto of a Majority of the Subordinated Notes (if nominated by a Majority of the Controlling Class) (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Issuer, the Collateral Manager, a Majority of the Subordinated Notes and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in an Instrument of Acceptance and without the consent of any Holder.
(f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) (and, to the extent it defers such fees, the Collateral Management Fee due and owing to such successor Collateral Manager under Section 8(b)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8 without the prior written consent of 100% of each Class of Notes (voting separately by Class, including the Class A-2 Notes), including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession.
(g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below.
(h) Sections 86, 10 7 (with respect to any indemnity or insurance provided thereunder), 8 (with respect to any accrued and 14unpaid Collateral Management Fee) 10, which provisions 12(g), 15, 17, 21, 22, 23 and 25 shall survive the any termination of this Agreement.
(e) Upon the removal or resignation of the Collateral Manager Agreement pursuant to Section 12 or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power14.
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Sources: Collateral Management Agreement (Garrison Capital LLC)