Additional Covenants of the Parent. The Parent ---------------------------------- covenants and agrees that it shall: (a) cause the Seller to use the Purchase Price paid to it on any Purchase Date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Seller's Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and cause the Transferor to use the Transfer Price paid to it on any date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the Transferor's Transfer Agreement; (b) cause each Advisor to manage each applicable Fund in accordance with the Fundamental Investment Objectives and Policies in respect of such Fund as in effect from time to time; (c) (consistent with the fiduciary obligations of the Federated Entities to the Funds) use its best efforts, which are commercially reasonable in relation to the consequence to the Purchasers if they are not successful, to maintain the Fundamental Investment Objectives and Policies in respect of any Fund as reflected in the Prospectus of such Fund, except for changes approved by: (i) the board of directors or trustees and (ii) shareholders of each Fund; and, in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds it cannot resist a proposed change in the Fundamental Investment Objectives and Policies in respect of the Fund, or in the event that despite its best efforts such change will be made, it shall, prior to taking any action inconsistent with the maintenance of such Fundamental Investment Objectives and Policies, or failing to take the action it could otherwise take, or to the effectiveness of such change, as the case may be: (i) notify the Purchasers and the Program Administrator in writing of the nature of such change, and (ii) if applicable, provide certification by a responsible officer that such change is necessary in order to comply with such fiduciary obligations; (d) (consistent with the fiduciary obligations of the Federated Entities to the Funds) use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers if they are not successful, to obtain the approval of the Board of Trustees of each Company in respect of each Fund to: (a) annually re-approve the Distribution Plan, the Distributor's Contract, the Principal Shareholder Servicer's Agreement, and the Shareholder Servicer's Agreement relating to each such Fund, if necessary in order to continue payments in respect of the Purchased Portfolio Assets relating to such Fund, and (b) in the event any of the foregoing shall be terminated with respect to any such Fund, to approve a new distribution plan and distributor's contract, principal shareholder servicer's agreement, and the shareholder servicer's agreement in respect of such Fund so as to permit the continued payments in respect of the Purchased Portfolio Assets relating to such Fund as though no such termination had occurred. In the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds, it cannot endeavor to obtain the approval of the Board of Trustees of a Fund to take the actions described in clauses (a) and (b) above, or in the event that despite its efforts such action will not be taken, it shall, prior to taking any action inconsistent with the actions described in clauses (a) and (b) above, or failing to take any action it could otherwise take, or to any termination referred to in clause (b) above: (i) notify the Purchasers and the Program Administrator in writing of the nature of such failure or inability or termination, and (ii) provide certification by a Responsible Officer that such failure or inability is required in order to comply with such fiduciary obligations; (e) provide prompt written notice to the Purchasers and the Program Administrator of any action by the Board of Directors of any Advisor or the Shareholder Servicer or the Board of Trustees of any Company in respect of any Fund to make any modification, amendment or supplement to, or any waiver of any provisions of, or any termination, of any Distribution Plan, any Distributor's Contract, any Principal Shareholder Servicer's Agreement, any Shareholder Servicer's Agreement, any Advisory Agreement, any Conversion Feature, any Contingent Deferred Sales Charge arrangement, any Fundamental Investment Objectives and Policies of any Company in respect of any Fund, or any modification, amendment, supplement or waiver in the amounts payable or actually being paid thereunder, each as in effect on the date of that agreement, to the extent that any such modification, amendment, supplement or waiver could reasonably be expected to give rise to an Adverse Effect; (f) cause each of the Seller, the Transferor and the Distributor, to comply in all respects with their covenants under the Program Documents at all times; (g) furnish to the Program Administrator: (A) annually within 120 days after the end of each fiscal year audited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal year; (B) quarterly within 45 days after the end of the first three fiscal quarters of any fiscal year unaudited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal quarter; (C) such other information as the Program Administrator or the Purchasers may reasonably request and which is reasonably available; (h) (consistent with the fiduciary obligations of the Federated Entities to the Funds) not initiate or propose the adoption by any Fund of a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a merger expressly authorized by this Agreement) or any other plan of action with similar effect (a "Liquidation Plan"), and use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers if they are not successful, to cause the board of directors or board of trustees and shareholders of each Fund to avoid adopting any Liquidation Plan, and in any event the Parent shall promptly notify the Program Administrator of any proposed Liquidation Plan by any Fund; (i) the Parent will not permit to occur any change in Control of the Parent, the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer or any Advisor unless either: (1) in connection with such change in Control: (i) either (A) such Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent shall remain distributor, principal shareholder servicer, shareholder servicer or advisor, as the case may be, for the Funds and the Parent shall remain the ultimate parent of each of the foregoing or (B) if another Person shall be retained to replace any of the foregoing to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, or as parent, such Person shall (x) meet the requirements of (iii) below with reference to the expertise, experience and capacity applicable to the function it undertakes to perform and (y) have agreed, in respect of periods from and after its retention, to be bound by the undertakings of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, under the Program Documents and shall have confirmed as of a current date the representations and warranties of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, except such representations and warranties as expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date); (ii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, ownership of at least 51% of the voting securities of each of the Persons serving as the distributor, the principal shareholder servicer, the shareholder servicer or investment advisor to the Funds is retained by, or transferred to, a single Person (the "Immediate Parent"); (iii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent to act as distributor, principal shareholder servicer, shareholder servicer, investment advisor or parent, as the case may be, for the Funds, in the reasonable opinion of the Parent, the Immediate Parent, together with its affiliated subsidiaries (including the Immediate Parent and the Persons then serving as distributor, principal shareholder servicer, shareholder servicer and investment advisor to the Funds) in the aggregate, have financial resources and mutual fund management, distribution and investment advisory expertise, experience and capacity immediately after the change in Control sufficient to satisfy the obligations of their counterparts under the Program Documents; and (iv) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, a majority of the Board of Trustees or Board of Directors of the Funds, including a majority who are not "Interested Persons" (as defined by Section 2(a)(19) of the Investment Company Act) shall have either (i) reapproved the Distributor's Contracts, the Principal Shareholder Servicer's Agreements, the Shareholder Servicer's Agreements and any advisory contracts, or (ii) approved substitute agreements substantially identical thereto so that no Adverse Effect could reasonably be expected to result from such substitute agreements; or (2) the Program Administrator shall have consented to such change in Control, such consent not to be unreasonably withheld; provided, however, that nothing in this Section 5.03(i) shall be -------- ------- deemed to restrict the ability of the Parent directly or indirectly to engage in any offering of its capital stock so long as no Person or group of Persons acting in concert (other than Persons who are currently in control of the Parent and any employee benefit plan or related trust of the Parent or any of its Subsidiaries) shall obtain Control of the Parent as a result thereof; and (j) ensure that each Transfer Agent's tracking capabilities and/or the Seller's tracking capabilities for each Fund is sufficient to: (i) track the Portfolio Assets and provide the information specified to be in the Investor Reports and (ii) identify and remit Program Collections and Related Collections to the Funding and Collection Agent, and the Parent shall use its best efforts to replace any Transfer Agent which does not maintain such capabilities or in respect of which an event similar to those described in Section 6.01(e) occurs (whether or not the Transfer Agent is a Federated Entity to which Section 6.01(e) applies) within 60 days after becoming aware of such event.
Appears in 1 contract
Additional Covenants of the Parent. The Parent ---------------------------------- covenants and agrees that it shall:
(a) cause the Seller to use the Purchase Price paid to it on any Purchase Date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Seller's Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and cause the Transferor to use the Transfer Price paid to it on any date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the Transferor's Transfer Agreement;
(b) cause each Advisor to manage each applicable Fund in accordance with the Fundamental Investment Objectives and Policies in respect of such Fund as in effect from time to time, except to the extent failure to do so could not reasonably be expected to have an Adverse Effect;
(cb) (consistent with the subject to its fiduciary obligations of the Federated Entities to the Funds) use its best efforts, which are commercially reasonable in relation to the consequence to the Purchasers if they are not successful, to maintain the Fundamental Investment Objectives and Policies in respect of any Fund as reflected in the Prospectus of such Fund, except for changes approved by: (i) the board of directors or trustees and (ii) shareholders of each Fund; and, in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds it cannot resist a proposed change in the Fundamental Investment Objectives and Policies in respect of the Fund, or in the event that despite its best efforts such change will be made, it shall, prior to taking any action inconsistent with the maintenance of such Fundamental Investment Objectives and Policies, or failing to take the action it could otherwise take, or to the effectiveness of such change, as the case may be: (i) notify the Purchasers and the Program Administrator in writing of the nature of such change, and (ii) if applicable, provide certification by a responsible officer that such change is necessary in order to comply with such fiduciary obligations;
(d) (consistent with the fiduciary obligations of the Federated Entities to the Funds) use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to obtain the approval of the Board board of Trustees trustees of each Company in respect of each Fund to: (a) annually re-approve the Distribution Plan, the Advisory Agreements and the Distributor's Contract, the Principal Shareholder Servicer's Agreement, and the Shareholder Servicer's Agreement Contract relating to each Fund without change (whether or not such Fund, if necessary change is permitted by the terms thereof) in order to continue payments in respect the amount or computation of the Purchased Portfolio Assets relating to such Fund, Asset Based Sales Charge or Contingent Deferred Sales Charge payable thereunder and (b) in the event any of the foregoing shall be terminated with respect to any such Fund, to approve a new distribution plan plan, advisory agreement and distributor's contract, principal shareholder servicer's agreement, and the shareholder servicer's agreement in respect of such Fund so as to permit the continued payments in respect of the Purchased Portfolio Assets relating to such Fund without change (whether or not such change is permitted by the terms thereof) in the amount of computation of the Asset Based Sales Charge or Contingent Deferred Sales Charge payable thereunder as though no such termination had occurred. In the event that as a consequence of its fiduciary obligations of the Federated Entities to the Funds, it cannot endeavor to obtain the approval of the Board board of Trustees directors or trustees of a Company in respect of a Fund to take the actions described in clauses (a) and (b) above, or in the event that despite its efforts such action will not be taken, it shall, prior to taking any action inconsistent with the actions described in clauses (a) and (b) above, or failing to take any action it could otherwise take, or to any termination referred to in clause (b) above: (i) notify the Purchasers Purchaser and the Program Administrator in writing of the nature of such failure or inability or termination, termination and (ii) if applicable, provide certification by a Responsible Officer that such failure or inability is required in order to comply with such fiduciary obligations;
(ec) provide prompt written notice to the Purchasers Purchaser and the Program Administrator of any action by its board of directors, the Board board of Directors directors of any the Advisor or the Shareholder Servicer board of directors or the Board of Trustees trustees of any Company in respect of any Fund to make any modificationmodification (including any modification which affects the amount of the Asset Based Sales Charge or Contingent Deferred Sales Charge whether or not such modification is permitted by the terms thereof), amendment or supplement to, or any waiver of any provisions of, or any termination, of any Distribution Plan, any Distributor's Contract, any Principal Shareholder Servicer's Agreement, any Shareholder Servicer's Agreement, any Advisory Agreement, any Conversion Feature, any Redemption Feature, any Contingent Deferred Sales Charge arrangement, any Fundamental Investment Objectives and Policies of any Company in respect of any Fund, or any modification, amendment, supplement or waiver in the amounts payable or actually being paid thereunder, each as in effect on the date of that agreement, to the extent that any such modification, amendment, supplement or waiver could reasonably be expected to give rise to an Adverse Effect;
(fd) cause each of the Seller, the Transferor Advisor and the Distributor, Distributor to comply in all respects with their its covenants under the Program Documents at all times;
(ge) furnish to the Program Administrator:
(A) annually within 120 days after the end of each fiscal year year, audited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal year;
(B) quarterly within 45 60 days after the end of the first three fiscal quarters of any fiscal year year, unaudited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal quarter;; and
(C) such other information as the Program Administrator or the Purchasers Purchaser may reasonably request and which is reasonably available; it being understood that, in the case of (A) and (B) above, such documents shall be deemed to be furnished upon notice being given by the Parent to the Program Administrator that such documents have been filed in the SEC's EDGAX xxxtem;
(hf) (consistent with the subject to its fiduciary obligations of the Federated Entities to the Funds) , not initiate or propose the adoption by any Fund of a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a merger expressly authorized by this Agreement) or any other plan of action with similar effect (a "Liquidation Plan"), and use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers if they are not successful, efforts to cause the board of directors or board of trustees and shareholders of each Fund to avoid adopting any Liquidation Plan, and in any event the Parent shall promptly notify the Program Administrator of any proposed Liquidation Plan by any Fund;
(ig) the Parent will not permit to occur any change in Control of the Parent, the Distributor, Distributor or the Principal Shareholder Servicer, the Shareholder Servicer or any Advisor unless either:
(1) in connection with such change in Control:
(i) either (A) such Distributor, Principal Shareholder Servicer, Shareholder Servicer, the Distributor or Advisor or the Parent shall remain distributor, principal shareholder servicer, shareholder servicer distributor or advisor, as the case may be, for the Funds and the Parent shall remain the ultimate parent of each of the foregoing or (B) if another Person shall be retained to replace any of the foregoing to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, or as parent, such Person shall (x) meet the requirements of clause (iii) of this Section 5.02 (g)(1) below with reference to the expertise, experience and capacity applicable to the function it undertakes to perform and (y) have agreedagreed in writing, in respect of periods from and after its retention, to be bound by the undertakings of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, under the Program Documents and shall have confirmed as of a current date the representations and warranties of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, except such representations and warranties as expressly relate solely to an earlier date (in which case such representations and warranties shall be have been true and correct as of such earlier date);
(ii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer Distributor or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer distributor or investment advisor, as the case may be, for the Funds, ownership of at least 51% of the voting securities of each of the Persons serving as the distributor, the principal shareholder servicer, the shareholder servicer or investment advisor to the Funds is retained by, or transferred to, a single Person (the "Immediate ParentIMMEDIATE PARENT");
(iii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent to act as distributor, principal shareholder servicer, shareholder servicer, distributor or investment advisor for the Funds or as parent, as the case may be, for the Funds, in the reasonable opinion of the Parent, the Immediate Parent, together with its affiliated subsidiaries (including the Immediate Parent and the Persons then serving as distributor, principal shareholder servicer, shareholder servicer distributor and investment advisor to the Funds) in the aggregate, have financial resources and mutual fund management, distribution and investment advisory expertise, experience and capacity immediately after the change in Control sufficient to satisfy the obligations of their counterparts under the Program Documents; and
(iv) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer Distributor or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer distributor or investment advisor, as the case may be, for the Funds, a majority of the Board board of Trustees directors or Board of Directors trustees of the Funds, including a majority who are not "Interested Persons" (as defined by Section 2(a)(19) of the Investment Company Act) ), shall have either (i) reapproved the Distributor's Contracts, the Principal Shareholder Servicer's Agreements, the Shareholder Servicer's Agreements Contracts and any advisory contracts, or (ii) approved substitute agreements substantially identical thereto so that no Adverse Effect could reasonably be expected to result from such substitute agreementsthereto; or
(2) the Program Administrator shall have consented to such change in Control, such consent not to be unreasonably withheld; provided, however, that nothing in this Section 5.03(i) shall be -------- ------- deemed to restrict the ability of the Parent directly or indirectly to engage in any offering of its capital stock so long as no Person or group of Persons acting in concert (other than Persons who are currently in control of the Parent and any employee benefit plan or related trust of the Parent or any of its Subsidiaries) shall obtain Control of the Parent as a result thereof; and;
(jh) ensure that each Transfer Agent's tracking capabilities and/or the SellerDistributor's tracking capabilities for each Fund is sufficient to: (i) track the Portfolio Assets and provide the information specified to be in the Investor Reports or used in the Program Allocation Procedures and (ii) identify and remit Program Collections and Related Collections to the Funding and Collection Agent, and the Parent shall use its best efforts to replace any Transfer Agent which does not maintain such capabilities or in respect of which an event similar to those described in Section 6.01(eclause (e) of the definition of Event of Termination occurs (whether or not the Transfer Agent is a Federated Entity to which Section 6.01(e) applies) within 60 days after becoming aware of such event; and
(i) subject to its fiduciary obligations to the Funds, use its best efforts, to obtain prior to October 30, 1998, from the board of trustees of each of the Funds such indication as the Parent deems satisfactory, that such boards of trustees have no objection to the ongoing Purchases as contemplated by the Purchase Agreement.
Appears in 1 contract
Samples: Master Agreement (Pioneer Group Inc)
Additional Covenants of the Parent. The Parent ---------------------------------- covenants and agrees that it shall:
(a) except to the extent as could not reasonably be expected to give rise to an Adverse Effect, cause the Seller to use the Purchase Price paid to it on any Purchase Date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Seller's Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and cause the Transferor to use the Transfer Price paid to it on any date solely for the purpose of purchasing Portfolio Assets or for reimbursing itself for the purchase price of the Portfolio Assets purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the Transferor's Transfer Agreement;
(b) cause each Advisor to manage each applicable Fund in accordance with the Fundamental Investment Objectives and Policies in respect of such Fund as in effect from time to time;
(cb) (consistent with the its fiduciary obligations of the Federated Entities obligations, if any, to the Funds) , use its best efforts, which are commercially reasonable in relation to the consequence to the Purchasers Purchaser if they are not successful, to maintain the Fundamental Investment Objectives and Policies in respect of any Fund as reflected in the Prospectus of such FundFund as in effect on the date hereof, except for changes approved by: (i) the board of directors or trustees of such Fund and (ii) shareholders of each such Fund; and, in the event that as a consequence of its fiduciary obligations of the Federated Entities to the Funds any Fund it cannot resist a proposed change in the Fundamental Investment Objectives and Policies in respect of the such Fund, or in the event that despite its best efforts such change will be made, it shall, prior to taking any action inconsistent with the maintenance of such Fundamental Investment Objectives and Policies, or failing to take the action it could otherwise take, or to the effectiveness of such change, as the case may be: (i) notify the Purchasers Purchaser and the Program Administrator in writing of the nature of such change, and (ii) if applicable, provide certification by a responsible officer Responsible Officer that such change is necessary in order to comply with such fiduciary obligations;
(dc) (consistent with the its fiduciary obligations of the Federated Entities obligations, if any, to the Funds) , use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to obtain the approval of the Board board of Trustees trustees of each Company in respect of each Fund to: (a) annually re-approve the Distribution Plan, Plan and the Distributor's Contract, the Principal Shareholder Servicer's Agreement, and the Shareholder Servicer's Agreement Contract relating to each such FundFund without modifications which could reasonably be expected to give rise to an Adverse Effect, if necessary (b) keep in order to continue payments in respect of effect the Purchased Portfolio Assets Conversion Features and Contingent Deferred Sales Charge arrangements relating to such Fund, the Shares of each Fund without modifications which could reasonably be expected to give rise to an Adverse Effect and (bc) in the event any of the foregoing Distribution Plan or Distributor's Contract shall be terminated with respect to any such Fund, to approve a new distribution plan and distributor's contract, principal shareholder servicer's agreement, and the shareholder servicer's agreement in respect of such Fund so as to permit the continued payments in respect of the Purchased Portfolio Assets relating to such Fund as though no such termination had occurred. In the event that as a consequence of its fiduciary obligations of the Federated Entities to the Funds, it cannot endeavor to obtain the approval of the Board board of Trustees directors or trustees of a Company in respect of a Fund to take the actions described in clauses (a) and through (bc) above, or in the event that despite its efforts such action will not be taken, it shall, prior to taking any action inconsistent with the actions described in clauses (a) and through (bc) above, or failing to take any action it could otherwise take, or to any termination referred to in clause (bc) above: (i) notify the Purchasers Purchaser and the Program Administrator in writing of the nature of such failure or inability or termination, termination and (ii) if applicable, provide certification by a Responsible Officer that such failure or inability is required in order to comply with such fiduciary obligations;
(ed) provide prompt written notice to the Purchasers Purchaser and the Program Administrator of any action by its board of directors, the Board board of Directors directors of any the Advisor or the Shareholder Servicer board of directors or the Board of Trustees trustees of any Company in respect of any Fund to make any modification, amendment or supplement to, or any waiver of any provisions of, or any termination, of any Distribution Plan, any Distributor's Contract, any Principal Shareholder Servicer's Agreement, any Shareholder Servicer's Agreement, any Advisory Agreement, any Conversion Feature, any Contingent Deferred Sales Charge arrangement, any Fundamental Investment In vestment Objectives and Policies of any Company in respect of any Fund, or any modification, amendment, supplement or waiver in the amounts payable or actually being paid thereunder, each as in effect on the date of that agreement, to the extent that any such modification, amendment, supplement or waiver could reasonably be expected to give rise to an Adverse Effect;
(f) cause each of the Seller, the Transferor and the Distributor, to comply in all respects with their covenants under the Program Documents at all times;
(g) furnish to the Program Administrator:
(A) annually within 120 days after the end of each fiscal year audited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal year;
(B) quarterly within 45 days after the end of the first three fiscal quarters of any fiscal year unaudited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal quarter;
(C) such other information as the Program Administrator or the Purchasers may reasonably request and which is reasonably available;
(h) (consistent with the fiduciary obligations of the Federated Entities to the Funds) not initiate or propose the adoption by any Fund of a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a merger expressly authorized by this Agreement) or any other plan of action with similar effect (a "Liquidation Plan"), and use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers if they are not successful, to cause the board of directors or board of trustees and shareholders of each Fund to avoid adopting any Liquidation Plan, and in any event the Parent shall promptly notify the Program Administrator of any proposed Liquidation Plan by any Fund;
(i) the Parent will not permit to occur any change in Control of the Parent, the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer or any Advisor unless either:
(1) in connection with such change in Control:
(i) either (A) such Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent shall remain distributor, principal shareholder servicer, shareholder servicer or advisor, as the case may be, for the Funds and the Parent shall remain the ultimate parent of each of the foregoing or (B) if another Person shall be retained to replace any of the foregoing to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, or as parent, such Person shall (x) meet the requirements of (iii) below with reference to the expertise, experience and capacity applicable to the function it undertakes to perform and (y) have agreed, in respect of periods from and after its retention, to be bound by the undertakings of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, under the Program Documents and shall have confirmed as of a current date the representations and warranties of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, except such representations and warranties as expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date);
(ii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, ownership of at least 51% of the voting securities of each of the Persons serving as the distributor, the principal shareholder servicer, the shareholder servicer or investment advisor to the Funds is retained by, or transferred to, a single Person (the "Immediate Parent");
(iii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent to act as distributor, principal shareholder servicer, shareholder servicer, investment advisor or parent, as the case may be, for the Funds, in the reasonable opinion of the Parent, the Immediate Parent, together with its affiliated subsidiaries (including the Immediate Parent and the Persons then serving as distributor, principal shareholder servicer, shareholder servicer and investment advisor to the Funds) in the aggregate, have financial resources and mutual fund management, distribution and investment advisory expertise, experience and capacity immediately after the change in Control sufficient to satisfy the obligations of their counterparts under the Program Documents; and
(iv) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, a majority of the Board of Trustees or Board of Directors of the Funds, including a majority who are not "Interested Persons" (as defined by Section 2(a)(19) of the Investment Company Act) shall have either (i) reapproved the Distributor's Contracts, the Principal Shareholder Servicer's Agreements, the Shareholder Servicer's Agreements and any advisory contracts, or (ii) approved substitute agreements substantially identical thereto so that no Adverse Effect could reasonably be expected to result from such substitute agreements; or
(2) the Program Administrator shall have consented to such change in Control, such consent not to be unreasonably withheld; provided, however, that nothing in this Section 5.03(i) shall be -------- ------- deemed to restrict the ability of the Parent directly or indirectly to engage in any offering of its capital stock so long as no Person or group of Persons acting in concert (other than Persons who are currently in control of the Parent and any employee benefit plan or related trust of the Parent or any of its Subsidiaries) shall obtain Control of the Parent as a result thereof; and
(j) ensure that each Transfer Agent's tracking capabilities and/or the Seller's tracking capabilities for each Fund is sufficient to: (i) track the Portfolio Assets and provide the information specified to be in the Investor Reports and (ii) identify and remit Program Collections and Related Collections to the Funding and Collection Agent, and the Parent shall use its best efforts to replace any Transfer Agent which does not maintain such capabilities or in respect of which an event similar to those described in Section 6.01(e) occurs (whether or not the Transfer Agent is a Federated Entity to which Section 6.01(e) applies) within 60 days after becoming aware of such event.
Appears in 1 contract
Samples: Master Agreement (Mackenzie Investment Management Inc)
Additional Covenants of the Parent. The Parent ---------------------------------- covenants and agrees that it shallshall from the date hereof until the Program Termination Date:
(a) cause the Seller to use the Purchase Price paid to it on any Purchase Date solely for the purpose of purchasing Portfolio Assets Receivables under the Transferor's Transfer Agreement or for reimbursing itself for the purchase price of the Portfolio Assets Receivables purchased under the SellerTransferor's Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and cause the Transferor to use the Transfer Price purchase price paid to it for Receivables under the Transferor's Transfer Agreement on any date solely for the purpose of purchasing Portfolio Assets Receivables or for reimbursing itself for the purchase price of the Portfolio Assets Receivables purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the TransferorDistributor's Transfer Agreement;
; (b) cause each Advisor to perform its obligations under the Advisory Agreements to which it is a party and to manage each applicable Fund in accordance with the Fundamental Investment Objectives and Policies in respect of such Fund as in effect from time to time;
(c) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds use its best efforts, which are commercially reasonable in relation to the consequence to the Purchasers Purchaser if they are not successful, to maintain the Fundamental Investment Objectives and Policies in respect of any Fund as reflected in the Prospectus of such Fund, except for changes approved by: (i) the board of directors or trustees and (ii) shareholders of each Fund; Schedule IV hereto and, in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds it cannot resist a proposed change in the Fundamental Investment Objectives and Policies in respect of the Fund, or and in the event that despite its such commercially reasonable best efforts such change will be made, it shall, prior to taking any action inconsistent with the maintenance of such Fundamental Investment Objectives and PoliciesObjectives, or failing to take the action it could otherwise take, or to the effectiveness of such change, as the case may be: (i) notify the Purchasers and the Program Administrator Agent in writing of the nature of such change, and (ii) if applicable, provide certification by a responsible officer Responsible Officer that such change is necessary in order to comply with such fiduciary obligations;
(d) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to obtain the approval of the Board of Trustees of each Company in respect of each Fund to: (ai) annually re-approve the Distribution Plan, the Distributor's ContractDistribution Agreement, the Principal Shareholder Servicer's Agreement, and the Shareholder Servicer's Agreement relating to each such Fund, if necessary in order to continue payments in respect of the Purchased Portfolio Assets Receivables relating to such Fund, and (bii) in the event any of the foregoing shall be terminated with respect to any such Fund, to approve a new distribution plan and distributor's contractplan, distribution agreement, principal shareholder servicer's agreement, and the and/or shareholder servicer's agreement in respect of such Fund so as to permit the continued payments in respect of the Purchased Portfolio Assets Receivables relating to such Fund as though no such termination had occurred. In , and in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds, it cannot endeavor to obtain the approval of the Board of Trustees of a Fund to take the actions described in clauses (ai) and (bii) above, or in the event that despite its efforts such action will not be taken, it shall, prior to taking any action inconsistent with the actions described in clauses (ai) and (bii) above, or failing to take any action it could otherwise take, or to any termination referred to in clause (bii) above: (ix) notify the Purchasers Purchaser and the Program Administrator Agent in writing of the nature of such failure or inability or termination, and (iiy) provide certification by a Responsible Officer that such failure or inability is required in order to comply with such fiduciary obligations;
(e) provide prompt written notice to the Purchasers and the Program Administrator Agent of any action by the Board of Directors of any Advisor or the Shareholder Servicer or the Board of Trustees of any Company in respect of any Fund to make any modification, amendment or supplement to, or any waiver of any provisions of, or any terminationtermination of, of any Distribution Plan, any Distributor's ContractDistribution Agreement, any Principal Shareholder Servicer's Agreement, any Shareholder Servicer's Agreement, any Advisory Agreement, any Conversion Feature, any Contingent Deferred Sales Charge CDSC arrangement, any Fundamental Investment Objectives and Policies of any Company in respect of any Fund, or any modification, amendment, supplement or waiver in the amounts payable or actually being paid thereunder, each as in effect on the date of that agreement; PROVIDED, HOWEVER, that the Parent shall not be required to provide the Program Agent with written notices of any modification, amendment or supplement to or waivers of any provisions of the Prospectuses under this Section 5.02(e), unless such modifications, amendments, supplements or waivers (i) affect or relate to the extent that any such modificationCDSC obligations or the Fundamental Investment Objectives, amendment, supplement or waiver (ii) otherwise could reasonably be expected to give rise to an have a Material Adverse Effect;
(f) cause each of the Seller, the Transferor and the Distributor, Distributor to comply in all respects with their covenants and agreements under the Program Documents at all times(including the Bankruptcy Remote Covenants) and use its best efforts to cause each Company to comply with Applicable Law and to duly fulfill and perform its obligations under the Program Documents, where such failure to comply or perform could give rise to a Material Adverse Effect;
(g) furnish to the Program AdministratorAgent:
(Ai) annually within 120 days after the end of each fiscal year audited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal year;
(Bii) quarterly within 45 days after the end of the first three fiscal quarters of any fiscal year unaudited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal quarter;
(Ciii) such other information as the Program Administrator or the Purchasers Agent may reasonably request and which is reasonably available;
(h) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds not initiate or propose the adoption by any Fund of a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a merger expressly authorized by this Agreement) or any other plan Company, of action with similar effect (a "any Liquidation Plan"), and use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to cause the board Board of directors or board of trustees Trustees and shareholders of each Company and each Fund to avoid adopting any Liquidation Plan, and in any event the Parent shall promptly notify the Program Administrator Agent of any proposed Liquidation Plan by the Company or any Fund;
(i) the Parent will not permit to occur any change in Control of the Parent, the Distributor, the Seller, the Principal Shareholder Servicer, the Shareholder Servicer or any Advisor unless either:
(1) in connection with such change in Control:
(i) either (A) such Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent shall remain distributor, principal shareholder servicer, shareholder servicer or advisor, as the case may be, for the Funds and the Parent shall remain the ultimate parent of each of the foregoing or (B) if another Person shall be retained to replace any of the foregoing to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, or as parent, such Person shall (x) meet the requirements of (iii) below with reference to the expertise, experience and capacity applicable to the function it undertakes to perform and (y) have agreed, in respect of periods from and after its retention, to be bound by the undertakings of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, under the Program Documents and shall have confirmed as of a current date the representations and warranties of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, except such representations and warranties as expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date);
(ii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, ownership of at least 51% of the voting securities of each of the Persons serving as the distributor, the principal shareholder servicer, the shareholder servicer or investment advisor to the Funds is retained by, or transferred to, a single Person (the "Immediate Parent");
(iii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent to act as distributor, principal shareholder servicer, shareholder servicer, investment advisor or parent, as the case may be, for the Funds, in the reasonable opinion of the Parent, the Immediate Parent, together with its affiliated subsidiaries (including the Immediate Parent and the Persons then serving as distributor, principal shareholder servicer, shareholder servicer and investment advisor to the Funds) in the aggregate, have financial resources and mutual fund management, distribution and investment advisory expertise, experience and capacity immediately after the change in Control sufficient to satisfy the obligations of their counterparts under the Program Documents; and
(iv) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, a majority of the Board of Trustees or Board of Directors of the Funds, including a majority who are not "Interested Persons" (as defined by Section 2(a)(19) of the Investment Company Act) shall have either (i) reapproved the Distributor's ContractsDistribution Plans, Distribution Agreements, the Principal Shareholder Servicer's Agreements, the Shareholder Servicer's Agreements and any advisory contractsAdvisory Agreements, or (ii) approved substitute agreements substantially identical thereto so that no Material Adverse Effect could reasonably be expected to result from such substitute agreements; or
(2) the Program Administrator Agent shall have consented to such change in Control, such consent not to be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that nothing in this Section 5.03(i5.02(i) shall be -------- ------- deemed to restrict the ability of the Parent directly or indirectly to engage in any offering of its capital stock so long as no Person or group of Persons acting in concert (other than Persons who are currently in control of the Parent and any employee benefit plan or related trust of the Parent or any of its Subsidiariessubsidiaries) shall obtain Control of the Parent as a result thereof; and;
(j) ensure that each Transfer Agent's tracking capabilities and/or the Seller's tracking capabilities for each Fund is and each Sub-transfer Agent's tracking capabilities are sufficient to: (i) track the Portfolio Assets Receivables and provide the information specified to be in the Investor Reports and the Monthly Collection Determination Date Statement, and (ii) identify and remit Program Collections and Related Collections to in accordance with the Funding and Collection Agentapplicable Irrevocable Payment Instruction, and the Parent shall use its best efforts to replace any Transfer Agent or Sub-transfer Agent which does not maintain such capabilities or in respect of which an event similar to those described in Section 6.01(e) occurs (whether or not the such Transfer Agent is a Federated Entity or Sub-transfer Agent to which Section 6.01(e) appliesapplies is a Federated Entity) within 60 sixty (60) days after becoming aware of such event; and
(k) cause the Seller to at all times constitute a Bankruptcy Remote Entity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Federated Investors Inc /Pa/)
Additional Covenants of the Parent. The Parent ---------------------------------- covenants and agrees that it shallshall from the date hereof until the Program Termination Date:
(a) cause the Seller to use the Purchase Price paid to it on any Purchase Date solely for the purpose of purchasing Portfolio Assets Receivables under the Transferor’s Transfer Agreement or for reimbursing itself for the purchase price of the Portfolio Assets Receivables purchased under the Seller's Transferor’s Transfer Agreement pursuant to and in accordance with the terms of the Seller's Transfer Agreement; and cause the Transferor to use the Transfer Price purchase price paid to it for Receivables under the Transferor’s Transfer Agreement on any date solely for the purpose of purchasing Portfolio Assets Receivables or for reimbursing itself for the purchase price of the Portfolio Assets Receivables purchased under the Transferor's Transfer Agreement pursuant to and in accordance with the terms of the Transferor's Distributor’s Transfer Agreement;
(b) cause each Advisor to perform its obligations under the Advisory Agreements to which it is a party and to manage each applicable Fund in accordance with the Fundamental Investment Objectives and Policies in respect of such Fund as in effect from time to time;
(c) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds use its best efforts, which are commercially reasonable in relation to the consequence to the Purchasers Purchaser if they are not successful, to maintain the Fundamental Investment Objectives and Policies in respect of any Fund as reflected in the Prospectus of such Fund, except for changes approved by: (i) the board of directors or trustees and (ii) shareholders of each Fund; and, in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds it cannot resist a proposed change in the Fundamental Investment Objectives and Policies in respect of the Fund, or and in the event that despite its such commercially reasonable best efforts such change will be made, it shall, prior to taking any action inconsistent with the maintenance of such Fundamental Investment Objectives and PoliciesObjectives, or failing to take the action it could otherwise take, or to the effectiveness of such change, as the case may be: (i) notify the Purchasers and the Program Administrator Agent in writing of the nature of such change, and (ii) if applicable, provide certification by a responsible officer Responsible Officer that such change is necessary in order to comply with such fiduciary obligations;
(d) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to obtain the approval of the Board of Trustees of each Company in respect of each Fund to: (ai) annually re-approve the Distribution Plan, the Distributor's ContractDistribution Agreement, the Principal Shareholder Servicer's ’s Agreement, and the Shareholder Servicer's ’s Agreement relating to each such Fund, if necessary in order to continue payments in respect of the Purchased Portfolio Assets Receivables relating to such Fund, and (bii) in the event any of the foregoing shall be terminated with respect to any such Fund, to approve a new distribution plan and distributor's contractplan, distribution agreement, principal shareholder servicer's ’s agreement, and the and/or shareholder servicer's ’s agreement in respect of such Fund so as to permit the continued payments in respect of the Purchased Portfolio Assets Receivables relating to such Fund as though no such termination had occurred. In , and in the event that as a consequence of fiduciary obligations of the Federated Entities to the Funds, it cannot endeavor to obtain the approval of the Board of Trustees of a Fund to take the actions described in clauses (ai) and (bii) above, or in the event that despite its efforts such action will not be taken, it shall, prior to taking any action inconsistent with the actions described in clauses (ai) and (bii) above, or failing to take any action it could otherwise take, or to any termination referred to in clause (bii) above: (ix) notify the Purchasers Purchaser and the Program Administrator Agent in writing of the nature of such failure or inability or termination, and (iiy) provide certification by a Responsible Officer that such failure or inability is required in order to comply with such fiduciary obligations;
(e) provide prompt written notice to the Purchasers and the Program Administrator Agent of any action by the Board of Directors of any Advisor or the Shareholder Servicer or the Board of Trustees of any Company in respect of any Fund to make any modification, amendment or supplement to, or any waiver of any provisions of, or any terminationtermination of, of any Distribution Plan, any Distributor's ContractDistribution Agreement, any Principal Shareholder Servicer's ’s Agreement, any Shareholder Servicer's ’s Agreement, any Advisory Agreement, any Conversion Feature, any Contingent Deferred Sales Charge CDSC arrangement, any Fundamental Investment Objectives and Policies of any Company in respect of any Fund, or any modification, amendment, supplement or waiver in the amounts payable or actually being paid thereunder, each as in effect on the date of that agreement; provided, however, that the Parent shall not be required to provide the Program Agent with written notices of any modification, amendment or supplement to or waivers of any provisions of the Prospectuses under this Section 5.02(e), unless such modifications, amendments, supplements or waivers (i) affect or relate to the extent that any such modificationCDSC obligations or the Fundamental Investment Objectives, amendment, supplement or waiver (ii) otherwise could reasonably be expected to give rise to an have a Material Adverse Effect;
(f) cause each of the Seller, the Transferor and the Distributor, Distributor to comply in all respects with their covenants and agreements under the Program Documents at all times(including the Bankruptcy Remote Covenants) and use its best efforts to cause each Company to comply with Applicable Law and to duly fulfill and perform its obligations under the Program Documents, where such failure to comply or perform could give rise to a Material Adverse Effect;
(g) furnish to the Program AdministratorAgent:
(Ai) annually within 120 days after the end of each fiscal year audited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal year;
(Bii) quarterly within 45 days after the end of the first three fiscal quarters of any fiscal year unaudited consolidated financial statements of the Parent and its consolidated subsidiaries prepared in accordance with GAAP for such fiscal quarter;
(Ciii) such other information as the Program Administrator or the Purchasers Agent may reasonably request and which is reasonably available;
(h) (consistent with the fiduciary obligations of the Federated Entities to the Funds) Funds not initiate or propose the adoption by any Fund of a plan of liquidation, a plan to dispose of a substantial portion of its assets out of the ordinary course of business (except in connection with a merger expressly authorized by this Agreement) or any other plan Company, of action with similar effect (a "any Liquidation Plan"), and use its best efforts, which are commercially reasonable in relation to the consequences to the Purchasers Purchaser if they are not successful, to cause the board Board of directors or board of trustees Trustees and shareholders of each Company and each Fund to avoid adopting any Liquidation Plan, and in any event the Parent shall promptly notify the Program Administrator Agent of any proposed Liquidation Plan by the Company or any Fund;
(i) the Parent will not permit to occur any change in Control of the Parent, the Distributor, the Seller, the Principal Shareholder Servicer, the Shareholder Servicer or any Advisor unless either:
(1) in connection with such change in Control:
(i) either (A) such Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent shall remain distributor, principal shareholder servicer, shareholder servicer or advisor, as the case may be, for the Funds and the Parent shall remain the ultimate parent of each of the foregoing or (B) if another Person shall be retained to replace any of the foregoing to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, or as parent, such Person shall (x) meet the requirements of (iii) below with reference to the expertise, experience and capacity applicable to the function it undertakes to perform and (y) have agreed, in respect of periods from and after its retention, to be bound by the undertakings of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, under the Program Documents and shall have confirmed as of a current date the representations and warranties of the Distributor, the Principal Shareholder Servicer, the Shareholder Servicer, the Advisor or the Parent, as the case may be, except such representations and warranties as expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date);
(ii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, ownership of at least 51% of the voting securities of each of the Persons serving as the distributor, the principal shareholder servicer, the shareholder servicer or investment advisor to the Funds is retained by, or transferred to, a single Person (the "“Immediate Parent"”);
(iii) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer, Advisor or the Parent to act as distributor, principal shareholder servicer, shareholder servicer, investment advisor or parent, as the case may be, for the Funds, in the reasonable opinion of the Parent, the Immediate Parent, together with its affiliated subsidiaries (including the Immediate Parent and the Persons then serving as distributor, principal shareholder servicer, shareholder servicer and investment advisor to the Funds) in the aggregate, have financial resources and mutual fund management, distribution and investment advisory expertise, experience and capacity immediately after the change in Control sufficient to satisfy the obligations of their counterparts under the Program Documents; and
(iv) in the case where another Person is retained to replace the Distributor, Principal Shareholder Servicer, Shareholder Servicer or the Advisor to act as distributor, principal shareholder servicer, shareholder servicer or investment advisor, as the case may be, for the Funds, a majority of the Board of Trustees or Board of Directors of the Funds, including a majority who are not "“Interested Persons" ” (as defined by Section 2(a)(19) of the Investment Company Act) shall have either (i) reapproved the Distributor's ContractsDistribution Plans, Distribution Agreements, the Principal Shareholder Servicer's ’s Agreements, the Shareholder Servicer's ’s Agreements and any advisory contractsAdvisory Agreements, or (ii) approved substitute agreements substantially identical thereto so that no Material Adverse Effect could reasonably be expected to result from such substitute agreements; or
(2) the Program Administrator Agent shall have consented to such change in Control, such consent not to be unreasonably withheld; provided, however, that nothing in this Section 5.03(i5.02(i) shall be -------- ------- deemed to restrict the ability of the Parent directly or indirectly to engage in any offering of its capital stock so long as no Person or group of Persons acting in concert (other than Persons who are currently in control of the Parent and any employee benefit plan or related trust of the Parent or any of its Subsidiariessubsidiaries) shall obtain Control of the Parent as a result thereof; and;
(j) ensure that each Transfer Agent's ’s tracking capabilities and/or the Seller's ’s tracking capabilities for each Fund is and each Sub-transfer Agent’s tracking capabilities are sufficient to: (i) track the Portfolio Assets Receivables and provide the information specified to be in the Investor Reports and the Monthly Collection Determination Date Statement, and (ii) identify and remit Program Collections and Related Collections to in accordance with the Funding and Collection Agentapplicable Irrevocable Payment Instruction, and the Parent shall use its best efforts to replace any Transfer Agent or Sub-transfer Agent which does not maintain such capabilities or in respect of which an event similar to those described in Section 6.01(e) occurs (whether or not the such Transfer Agent is a Federated Entity or Sub-transfer Agent to which Section 6.01(e) appliesapplies is a Federated Entity) within 60 sixty (60) days after becoming aware of such event;
(k) cause the Seller to at all times constitute a Bankruptcy Remote Entity; and
(l) not take any unilateral action (it being understood that this covenant is not intended to modify Section 5.02(d)), and shall not permit any Affiliate to take any unilateral action, to cancel, terminate, amend, supplement, modify or waive any of the provisions of any Distribution Agreement, any Principal Shareholder Servicer’s Agreement, any Shareholder Servicer’s Agreement, any Distribution Plan, the Conversion Features or the CDSC arrangements applicable to the holders of any Shares of any Fund (including by way of allowing Free Redemptions in respect of Shares of any Fund under circumstances not required by the Prospectus of such Fund in effect on the date of this Agreement or by the Systematic Withdrawal Program or by allowing Free Redemptions which are not Permitted Free Exchanges), or request, consent or agree to any such cancellation, termination, amendment, supplement, modification or waiver, except with the prior written consent of the Program Agent, except that it may, and may permit an Affiliate to, from time to time waive a CDSC that becomes payable provided it pays in accordance with the Program Servicing Procedures an amount to the Purchaser equal to the CDSC to which such Purchaser would have been entitled.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Federated Investors Inc /Pa/)
