Common use of Resignation, Insolvency or Bankruptcy of Manager Clause in Contracts

Resignation, Insolvency or Bankruptcy of Manager. The Manager shall have the right to resign as Manager of all or any of the Funds by giving notice in writing to the Trustee and the Unitholders not less than 90 days prior to the date on which such resignation is to take effect. Such resignation shall take effect on the date specified in such notice. The Manager shall appoint a successor Manager of the Fund or Funds, and, unless the successor Manager is an affiliate of the Manager, such appointment must be approved by a majority of the Unitholders of the applicable Funds. If, prior to the effective date of the Manager’s resignation, a successor Manager is not appointed or the Unitholders of the applicable Funds do not approve of the appointment of the successor Manager as required hereunder, this Master Trust Agreement shall be terminated with respect to the applicable Funds upon the effective date of resignation of the Manager and the assets of the applicable Funds shall be distributed in accordance with the provisions of Article 20 and the Trustee shall continue to act as trustee of the applicable Funds until all of the assets of the Funds have been so distributed. This Master Trust Agreement shall be terminated immediately following the occurrence of a Termination Event. On such termination, the assets of the Funds shall be distributed in accordance with the provisions of Section 20.2. For the purposes of this Article 12, each of the following events shall be a “Termination Event”: (a) the Manager is, in the opinion of the Trustee, in material default of its obligations under this Master Trust Agreement and such default continues for 120 days from the date that the Manager receives written notice of such material default from the Trustee; (b) the Manager has been declared bankrupt or insolvent or has entered into liquidation or winding up, whether compulsory or voluntary (and not merely a voluntary liquidation for the purposes of amalgamation or reconstruction); (c) the Manager makes a general assignment for the benefit of creditors or otherwise acknowledges its insolvency; or (d) the assets of the Manager have become subject to seizure or confiscation by any public or governmental authority.