Commencement and Term This Agreement shall commence upon the Effective Date and continue for the Agreement Term.
Demise and Term (A) Sublessor hereby leases to Sublessee and Sublessee hereby takes and hires from Sublessor the Subleased Premises for the term and upon the terms and conditions set forth herein, subject to the provisions of Section 41 of the Lease, and contingent upon the written consent of the Landlord to this Sublease pursuant to Section 41 of the Lease including the Landlord's consent to the use of the Subleased Premises set forth in paragraph 7 hereof ("CONSENT TO SUBLEASE"). (B) The term ("TERM") of this Sublease shall commence on August 15, 1998 ("COMMENCEMENT DATE"), except as otherwise provided herein, and end on May 30, 2001 ("EXPIRATION DATE"), unless sooner terminated pursuant to the provisions of this Sublease or the Lease. Sublessor warrants and represents that the term of the Lease extends beyond the Expiration Date. Promptly after execution and delivery of this Sublease, Sublessor shall request the Consent to Sublease. In the event that on or before August 10, 1998, Sublessor shall not have obtained the Consent to Sublease, both Sublessor and Sublessee shall have the right to cancel this Sublease upon two (2) days written notice to the other, and thereupon this Sublease shall cease and terminate as if the date of such cancellation was the Expiration Date as herein defined. Notwithstanding the foregoing, Sublessee shall not have the right to possession of the Subleased Premises until (i) Landlord has signed the Consent to Sublease, (ii) Sublessor has received the Security in the full amount required under Section 25 of this Sublease and (iii) Sublessor has received the sum of, $3,250.00 representing the first one and one half installments of monthly Fixed Rent payable pursuant to paragraph 3(A) of this Sublease.
Terms and Termination (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.