Common use of Defeasance Portfolio Clause in Contracts

Defeasance Portfolio. (a) If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event, the Warranty Provider shall have the right to cause the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Portfolio (the "Defeasance Portfolio"). In addition to or in lieu of the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Event, the Warranty Provider may, at its election in its sole discretion, cause the Custodian to invest all of the assets of the Fund in U.S. Zeroes (other than in connection with sales of portfolio investments for Cash and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Defeasance Event. The Adviser shall provide the Warranty Provider upon the issuance of the Financial Warranty with an irrevocable instruction, in the form of Annex A to the Service Agreement, executed by the Adviser which shall constitute the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(a) and the Service Agreement. The irrevocable instruction shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's assets other than in accordance with the irrevocable instruction. If the Warranty Provider elects to provide instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, the Warranty Provider shall do so by delivering the irrevocable instruction to the Custodian. The Warranty Provider shall only deliver such instruction to the Custodian following a Permanent Defeasance Event and after notice thereof to the Adviser.

Defeasance Portfolio. (a) If the The Warranty Provider exercises may exercise the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event, the Warranty Provider shall have the right to cause the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Portfolio (the "Defeasance Portfolio"). In addition to or in lieu of the remedy remedies provided in the immediately preceding sentence, Section 4.1(c) at any time after the occurrence of a Permanent Trigger Event or Market Initiated Defeasance Event. For the avoidance of doubt, the parties hereby agree that (i) the Warranty Provider may, may at its election election, in its sole discretion, cause exercise the Custodian remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to invest all of adjust the assets of Multiple under Section 4.1(c)(ii), the Fund in U.S. Zeroes (other than in connection with sales of portfolio investments for Cash Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees4.1(c)(i)(B). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Trigger Event, Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event. The Adviser shall provide the Warranty Provider upon as a condition precedent to the issuance of the Financial Warranty with an irrevocable instructioninstructions (“Irrevocable Instructions”), in substantially the form of Annex A Exhibit 1 to the Service Custodian Instruction Agreement, executed by the Adviser. The Adviser which will amend Schedule 1 to the Irrevocable Instructions from time to time as necessary to ensure that the table of U.S. Zeros included in such Schedule 1 to the Irrevocable Instructions conforms to the Bond Ladder and shall constitute provide a copy of such amended schedule to the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(a) and the Service AgreementProvider promptly upon such amendment. The irrevocable instruction Irrevocable Instructions shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's ’s assets other than in accordance with the irrevocable instruction. If Irrevocable Instructions after the Warranty Provider elects to provide instructions occurrence of a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, as applicable, and the delivery of the Irrevocable Instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, by the Warranty Provider shall do so by delivering the irrevocable instruction to the CustodianProvider. The Warranty Provider shall only deliver such instruction the Irrevocable Instructions to the Custodian following a Permanent Trigger Event or Trigger Initiated Defeasance Event, as applicable, or a Market Initiated Defeasance Event and after shall give prior notice thereof to the Adviser.

Defeasance Portfolio. (a) The Warranty Provider may exercise the remedies provided in Section 4.1(c) at any time after the occurrence of a Trigger Event or Market Initiated Defeasance Event. If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event4.1(c)(i)(A), the Warranty Provider shall have the right to cause instruct the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Defeasance Portfolio in accordance with subsection (i) of the "definition of Defeasance Portfolio")Portfolio under Section 1.1. In addition to or in lieu of If the Warranty Provider exercises the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Eventby Section 4.1(c)(i)(B), the Warranty Provider may, at its election in its sole discretion, cause shall have the right to deliver to the Custodian the Irrevocable Instructions instructing the Custodian to invest all of the assets of the Fund in U.S. Zeroes a Defeasance Portfolio in accordance with subsection (other than ii) of the definition of Defeasance Portfolio under Section 1.1 and such Irrevocable Instructions. For the avoidance of doubt, the parties hereby agree that (i) the Warranty Provider may at its election, in connection with sales of portfolio investments for Cash its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple under Section 4.1(c)(ii), the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees4.1(c)(i)(B). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Trigger Event, Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event. The Adviser shall provide the Warranty Provider upon as a condition precedent to the issuance of the Financial Warranty with an irrevocable instructioninstructions ("Irrevocable Instructions"), in substantially the form of Annex A to the Service Agreement, executed by the Adviser which shall constitute the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(a) and the Service AgreementAdviser. The irrevocable instruction Irrevocable Instructions shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's assets other than in accordance with the irrevocable instruction. If Irrevocable Instructions after the Warranty Provider elects to provide instructions occurrence of a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, as applicable, and the delivery of the Irrevocable Instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, by the Warranty Provider shall do so by delivering the irrevocable instruction to the CustodianProvider. The Warranty Provider shall only deliver such instruction the Irrevocable Instructions to the Custodian following a Permanent Trigger Event or Trigger Initiated Defeasance Event, as applicable, or a Market Initiated Defeasance Event and after shall give prior notice thereof to the Adviser.

Defeasance Portfolio. (a) The Warranty Provider may exercise the remedies provided in Section 4.1(c) at any time after the occurrence of a Trigger Event or Market Initiated Defeasance Event. If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event4.1(c)(i)(A), the Warranty Provider shall have the right to cause instruct the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Defeasance Portfolio (in accordance with the "definition of Defeasance Portfolio")Portfolio under Section 1.1. In addition to or in lieu of If the Warranty Provider exercises the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Eventby Section 4.1(c)(i)(B), the Warranty Provider may, at its election in its sole discretion, cause shall have the right to deliver to the Custodian the Irrevocable Instructions instructing the Custodian to invest all of the assets of the Fund in U.S. Zeroes (other than the Defeasance Portfolio in connection with sales of portfolio investments for Cash and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection accordance with the payment definition of Fund feesDefeasance Portfolio under Section 1.1 and such Irrevocable Instructions. For the avoidance of doubt, the parties hereby agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple under Section 4.1(c)(ii), the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1(c)(i)(B). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Trigger Event, Trigger Initiated Defeasance Event or a Market Initiated Defeasance Event. The Adviser shall provide the Warranty Provider upon as a condition precedent to the issuance of the Financial Warranty with an irrevocable instructioninstructions (“Irrevocable Instructions”), in substantially the form of Annex A Exhibit 1 to the Service Custodian Instruction Agreement, executed by the Adviser. The Adviser which will amend Schedule 1 to the Irrevocable Instructions from time to time as necessary, but in any event within (i) __ Business Days prior to (A) each Semi-Annual Distribution Payment Date and (B) the Maturity Date; and (ii) __ Business Days following any adjustment to the Protected Amount Per Share made in accordance with Section 2.5 hereof, to ensure that the table of U.S. Zeros included in such Schedule 1 to the Irrevocable Instructions conforms to the Bond Ladder and shall constitute provide a copy of such amended schedule to the Warranty Provider's direction Provider promptly upon such amendment. It is acknowledged and agreed that Warranty Provider and the Calculation Agent shall have the right to review the revised allocation of U.S. Zeroes included in Schedule 1 to the Custodian pursuant Irrevocable Instructions solely for compliance with the Bond Ladder. If the Warranty Provider or the Calculation Agent determine that the revisions to this Section 4.2(a) such Schedule 1 do not comply with the Bond Ladder, the Warranty Provider or the Calculation Agent shall notify the Adviser of such conclusion and the Service Agreementperceived deficiency in the revised Schedule 1. If the Adviser and the Warranty Provider cannot agree on a revision to Schedule 1 to the Irrevocable Instructions that both parties agree conforms to the Bond Ladder, any Floor Shortfall resulting from the Adviser’s revision of such Schedule 1 shall be considered to be the result of Adviser Conduct and shall be subject to the procedures set forth in Section 4.1 hereto. The irrevocable instruction Irrevocable Instructions shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's ’s assets other than in accordance with the irrevocable instruction. If Irrevocable Instructions after the Warranty Provider elects to provide instructions occurrence of a Trigger Initiated Defeasance Event or Market Initiated Defeasance Event, as applicable, and the delivery of the Irrevocable Instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, by the Warranty Provider shall do so by delivering the irrevocable instruction to the CustodianProvider. The Warranty Provider shall only deliver such instruction the Irrevocable Instructions to the Custodian following a Permanent Trigger Event or Trigger Initiated Defeasance Event, as applicable, or a Market Initiated Defeasance Event and after shall give prior notice thereof to the Adviser.

Defeasance Portfolio. (a) If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event, the Warranty Provider shall have the right to cause the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Portfolio (the "Defeasance Portfolio"). In addition to or in lieu of the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Event, the Warranty Provider may, at its election in its sole discretion, cause the Custodian to invest all of the assets of the Fund in U.S. Zeroes (other than in connection with sales of portfolio investments for Cash and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Defeasance Event. The Adviser shall provide the Warranty Provider upon the issuance of the Financial Warranty with an irrevocable instruction, in the form of Annex A to the Service Agreement, executed by the Adviser which shall constitute the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(a) and the Service Agreement. The irrevocable instruction shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's assets other than in accordance with the irrevocable instruction. If the Warranty Provider elects to provide instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, the Warranty Provider shall do so by delivering the irrevocable instruction to the Custodian. The Warranty Provider shall only deliver such instruction to the Custodian following a Permanent Defeasance Event and after notice thereof to the Adviser.

Defeasance Portfolio. (a) If the Warranty Provider exercises the remedy provided by Section 4.1(c)(iSECTION 4.1(C)(I) upon following a Permanent Defeasance Event, the Warranty Provider shall have the right to cause the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Portfolio (the "Defeasance PortfolioDEFEASANCE PORTFOLIO"). In addition to or in lieu of the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Event, the Warranty Provider may, at its election in its sole discretion, cause the Custodian to invest all of the assets of the Fund in U.S. Zeroes (other than in connection with sales of portfolio investments for Cash and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees). The Financial Warranty Fee shall remain due and payable in accordance with Section SECTION 2.4 notwithstanding the occurrence of a Permanent Defeasance Event. The Adviser shall provide the Warranty Provider upon the issuance of the Financial Warranty with an irrevocable instruction, in the form of Annex A to the Service Agreementattached hereto as ANNEX C, executed by the Adviser which shall constitute the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(aSECTION 4.2(A) and the Service Agreement. The irrevocable instruction shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's assets other than in accordance with the irrevocable instruction. If the Warranty Provider elects to provide instructions to the Custodian pursuant to this Section 4.2(aSECTION 4.2(A) following a Permanent Defeasance Event, the Warranty Provider shall do so by delivering the irrevocable instruction to the Custodian. The Warranty Provider shall only deliver such instruction to the Custodian following a Permanent Defeasance Event and after notice thereof to the Adviser.