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 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 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) 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 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 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 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 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 from the Effective Date until the third anniversary of the Effective Date (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 or the holders of a majority of the outstanding shares of Common Stock (other than those shares held by members of the Company's senior management team and affiliates of the Manager) 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 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 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) 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, subject to Section 15(a) of this Agreement, 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, on the date on which such termination is effective, a termination fee (the "Termination Fee") equal to three times the average annual Base Management Fee 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. Additionally, if this Agreement may be is terminated without cause by under circumstances in the Collateral Company is obligated to pay the Termination Fee to the Manager, and under the Collateral Manager may resignPartnership Agreement, upon 90 days’ prior written notice the Operating Partnership shall repurchase, concurrently with such termination, the Class A Special Unit for an amount equal to three times the Issuer and average annual amount of the TrusteeIncentive Distribution paid or payable in respect of the Class A Special Unit during the 24-month period immediately preceding such termination, calculated as of the end of the most recently completed fiscal quarter before the date of termination.
(c) This No later than 180 days prior to the anniversary of the Effective Date 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 the Issuer or any portion anniversary of the pool Effective Date next following the delivery 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 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 21 of this Agreement shall survive the termination of this Agreement.
(e) Upon the removal or resignation This Agreement shall terminate automatically upon any termination of the Collateral Manager pursuant to Section 12 Merger Agreement in accordance with its terms, and such termination shall be without any further liability or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority obligation 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 either party 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 terminateother, 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 powerMerger Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (ZAIS Financial Corp.), Management Agreement (ZAIS Financial Corp.), Management Agreement (ZAIS Financial 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 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 (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp)
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) 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 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 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. (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) 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 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 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. 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. (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 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 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 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 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. (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 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 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 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 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 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 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. 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 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) 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 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 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 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 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 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 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) 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 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 Collateral 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) [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 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 Debt, unless 100% of the Subordinated Notes are Collateral Manager Debt) and a Majority of the Controlling Class (disregarding Collateral Manager Debt) 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 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 (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 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 Manager Debt, then the most senior Class of 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 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 powerDebt.
Appears in 1 contract
Sources: Collateral Management Agreement (Apollo Debt Solutions BDC)
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’ 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 subject to U.S. federal, state or local income tax on a net 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 ▇▇▇▇▇▇▇▇▇▇ 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; any Holder of any Securities and Secured Debt.
(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 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 later of 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. 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 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 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 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 the Credit Agreement 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, the Loan Agent 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 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 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 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 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 Debt is 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 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 Debt, including Collateral Manager Debt.
(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 (Blue Owl Capital Corp)
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 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 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), shall commence on the date hereof and shall expire on the later of (cx) 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 15th anniversary of the Class first commercial sale of a Clopidogrel Product and (y) such date as the last Licensed Patent effective in any country in Territory A Notes unless any shall have expired and all other de jure exclusivity available for a Clopidogrel Product shall have ended. Thereafter, the term of this Agreement may be renewed for successive three-year terms, respectively, by the mutual agreement of the events described in clause (ii) or (iii) Parties no later than 24 months prior to the expiration of the preceding sentence occur prior theretoterm then in effect.
(b) Notwithstanding any other provision hereof to the contraryforegoing, this Agreement may be terminated without cause shall automatically expire upon the earlier of (i) the termination by both Parties of the Collateral Manager, commercialization of Clopidogrel Products throughout Territory A as the result of a Safety Problem pursuant to Section 7.04(ii) of the Alliance Support Agreement and (ii) the Collateral Manager may resign, upon 90 days’ prior written notice exercise by BMS of the special put option pursuant to Section 7.08 of the Issuer and the TrusteeAlliance Support Agreement.
(c) This Agreement shall may be automatically terminated in by the event that mutual written consent of each of Licensor, the Issuer or any portion of Sanofi Partner and the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company ActBMS Partner.
(d) If this Agreement is terminated pursuant Licensor shall have the right 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 declare termination of this Agreement.Agreement upon Notice to the SNC Partnership, following the first to occur of:
(ei) Upon the removal BMS Partner shall have (A) voluntarily commenced any proceeding or resignation filed any petition seeking relief under Title 11 of the Collateral Manager pursuant to Section 12 United States Code, French Law No. 84-148 of March 1,1984, French Law No. 85-98 of January 25,1985 or 13any other bankruptcy, insolvency or similar law of the United States, any state thereof, the Issuer may appoint French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment of a successor Collateral Manager that is reasonably acceptable to receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a Majority petition filed against or in respect of it in any such proceeding, (D) made a general assignment for the benefit of creditors of all or substantially all of its assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (F) taken, corporate, action for the, purpose of effecting any of the Controlling Class and that is approved by foregoing; or
(ii) an involuntary proceeding shall have been commenced or any involuntary petition shall have been filed in a court of competent jurisdiction seeking (A) relief in respect of the BMS Partner, or of its property, under Title 11 of the * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION United States Code, French Law No. 84-148 of March 1,1984, French Law No. 85-98 of January 25, 1985 or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for the BMS Partner or for all or substantially all of its property or (C) the members winding-up or liquidation of the Issuer. If the Collateral Manager is removed pursuant to Section 13, BMS Partner; and such proceeding or petition shall have continued undismissed for sixty (160) a Majority days or an order or decree approving or ordering any of the Controlling Class may elect to increase the Collateral Management Fee foregoing shall have continued unstayed and in effect for thirty (or provide for a subordinated collateral management fee30) 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 “causedays,” 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: Intellectual Property License and Supply Agreement (Bristol Myers Squibb Co)
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 ▇▇▇▇▇’▇ 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 ▇▇▇▇▇’▇ 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 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) 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. 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 WWMX 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) 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 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 9.1. The term of this Agreement shall commence as of the date of this Agreement and, unless earlier terminated in accordance with Section 12(b)herewith, shall continue for an initial one (c1) or Section 13year term. The Collateral Manager hereby acknowledges and agrees that term hereof shall be automatically renewed thereafter for successive one (1) year terms. Notwithstanding 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 contraryforegoing, either party may terminate this Agreement may be terminated without cause at any time by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ providing at least ninety (90) days prior written notice of its intention to terminate this Agreement. If, after the date hereof, HMO revises the Provider Manual pursuant to the Issuer provisions herein or otherwise changes its operational policies pursuant to Section 2.5 herein, 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 Provider does not agree with such changes, Provider may exercise its 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 to the other, except as provided in Sections 8this Section 9.1, 10 unless such changes were requested by the Commonwealth or the Department. If Provider opts to terminate this Agreement because Provider does not agree with any such new operational policies, during the interim between implementation of the new operational policies and 14, which provisions shall survive the termination of this Agreement, Provider will not be obligated to comply with the new operational policies; provided, however, Provider must have delivered prior written notice of termination to HMO at least ten (10) days prior to implementation of the new operational policies and the new operational policies must not be required by either the Commonwealth or the Department.
9.2. Notwithstanding the above, HMO may terminate this Agreement immediately in the event any of the following occur:
9.2.1. In the event that Provider (eor, if Provider is a group, any Group Provider or allied dental health professional) is expelled, disciplined, barred from participation in, or suspended from receiving payment under any State's Medicaid Program or the Medicare Program.
9.2.2. Upon the removal loss or resignation suspension of the Collateral Manager pursuant Provider's Professional Liability coverage as set forth under this Agreement.
9.2.3. If Provider (or, if Provider is a Group, any Group Provider or allied dental health professional) (i) fails to Section 12 satisfy 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 credentialing requirements of HMO, (ii) fails to cooperate with or abide by HMO's Quality Management Program, including data reporting, or (iii) is guilty of any conduct tending to injure the business reputation of HMO.
9.2.4. Upon termination of the IssuerState Contract for any reason.
9.3. If In the Collateral Manager event that either Party commits a material breach of this Agreement, other than those described in Section 9.2, non- breaching party may terminate this Agreement by giving thirty (30) days written notice (the "Thirty Day Period") to the breaching party; provided, however, termination shall not be effective if the breach or default is removed pursuant corrected in a manner reasonably satisfactory to Section 13the non-breaching party within the Thirty Day Period.
9.4. In the event that Provider terminates contract, (1) HMO will request a Majority list of HMO’s Members who are receiving ongoing care from the Provider to be provided to HMO no less than 60 days prior to the effective date of termination. Notification will be sent by the HMO to these Members at least 30 days prior to the date 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 ObligationsProvider’s termination.
(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: Dental Provider Agreement
Term Termination. (a) This Agreement shall continue be in force effect until June 11, 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 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 Agreement shall commence upon the date first written above and shall continue in force until for a period of Five (5) years, unless earlier terminated pursuant to Section 2(b). Thereafter this Agreement shall automatically renew for additional one-year periods unless either party gives at least one hundred and eighty (180) days notice prior to the first end of the following occurs: (i) the payment in full or redemption in whole then current Term 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 intent not 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 theretorenew.
(b) Notwithstanding The Processor and the Company shall each have the right to immediately terminate this Agreement if (i) the other party is adjudged bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver should be appointed because of its insolvency, or (ii) if the other party shall fail to perform or observe any other provision hereof of its material obligations under this Agreement and does not correct such failure within thirty (30) days after written notice from the non-defaulting party describing such failure (except to the contraryextent other cure periods for specific material obligations are included elsewhere in the Agreement, 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 Trusteein which case those specific cure periods will apply).
(c) This Agreement In the event of termination of this Agreement, the Company shall purchase from the Processor, for an amount equal to the Processor’s out-of-pocket cost therefore, unique packaging inventory and Raw Ingredients (as defined below) then in the Processor’s possession which were purchased by the Processor solely for the production of Company’s Products hereunder, not to exceed 30 days supply unless agreed to in writing. The Company shall purchase any finished goods inventory of the Products that is in the Processor’s possession on the effective date of termination. the total amount of finished goods shall in no event exceed a fourteen (14) day supply, calculated based on the average monthly demand over the previous twelve months, unless otherwise agreed to by the parties in writing. After notice of termination, all future production and purchases of Raws shall be automatically terminated in mutually agreed upon. The Company’s and the event that Processor’s remedies upon any termination hereunder shall not be to the Issuer exclusion of any other remedy available to the parties, at law or any portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Actotherwise.
(d) If The Processor and the Company shall each have the right to terminate this Agreement is terminated pursuant to this Section 12, such termination shall without cause by providing the other party at least one hundred and eighty (180) calendar days notice of termination. Such notice must 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 writing 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 powermanner outlined below.
Appears in 1 contract
Sources: Product Supply Agreement (MRS Fields Famous Brands 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 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 Collateral Trustee and the TrusteeRating 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 regulation which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of any 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) 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 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 Debt, a Majority of the lowest Priority Class of Debt that is not comprised entirely of Collateral Manager Debt) will, with notice to the Issuer Rating Agency (with a copy to the 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, (iii) does not result in either of the Issuers becoming, or any portion of BUSINESS.31747005.5 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) has not been disapproved by a Majority of the Investment Company ActControlling Class within 15 days after notice of such appointment. 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 Debt, voting separately by Class. Upon expiration of the applicable 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 Collateral 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 the 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 Agreement.
clause (eg) 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 Obligationsbelow.
(f) Upon If Barings Private Credit Corporation resigns or is removed as ▇▇▇▇▇▇▇▇▇▇ Manager hereunder, within 30 days after the acceptance by date on which a successor Collateral Manager of such appointment, all rights collateral manager has assumed the duties and obligations of the Collateral Manager under hereunder, the Issuer will, and will cause the Co-Issuer to, change its name to remove any reference to “Barings.”
(g) 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(f), 12(g), 15, 17, 24 and 25 shall survive any termination of 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 pursuant 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 (Barings Private Credit Corp)
Term Termination. (a) This Agreement The obligations of the Sponsor shall commence on the Effective Date and shall continue in force indefinitely until the first of the following occurs: earlier to occur of:
(i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture Note Purchase Agreement is terminated in accordance with its terms; ;
(ii) the liquidation Noteholders electing by written notice to the Company, in the sole and absolute discretion of the Collateral Noteholders, to terminate this Agreement upon the occurrence of any of the following: (A) the Sponsor breaches or otherwise fails to perform any covenant or agreement set forth in Section 2(a), and, in the case of defaults on the payment of any interest due under the Note Purchase Agreement, such breach or failure remains uncured (if curable) for 3 Business Days following notice to the Company and the final distribution Noteholders and in such other cases, such breach or failure could be reasonably expected to (1) create unsafe working, operation or maintenance conditions or otherwise violate in any material way any applicable Law, (2) cause the operation of the proceeds Primary Collateral to fall below the standard of a prudent operator of similar facilities, (3) otherwise have a materially adverse impact on the ability of the Primary Collateral to operate and be maintained in accordance with acceptable industry standards or (4) otherwise have a materially adverse impact on the value of the Primary Collateral or the rights of the holders of the Eligible Notes with respect thereto, in each case, if such liquidation breach or failure remains uncured (if curable) for 30 days following notice to the Holders Company and the Noteholders; and (B) the material breach or failure to perform by the Sponsor of any other covenant or agreement in this Agreement, in each case, if such breach or failure remains uncured (if curable) for 30 days following notice to the Company and the Noteholders (any of the Class A Notes; or foregoing clauses (A) and (B), a “Breach”);
(iii) the termination Parties and the Noteholders otherwise mutually agree in writing to terminate this Agreement; or
(iv) the foreclosure and sale of this Agreement in accordance with Section 12(b), (c) or Section 13. The any Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and by any secured party under the Indenture in the manner provided herein and therein until the payment in full Note Documents or redemption in whole an exercise of the Class A Notes unless remedies by 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 secured party 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 Note Documents with respect to termination specified in this Section 12 or Section 13, as applicable, and upon Equity Interests pledged to secure 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 powerObligations.
Appears in 1 contract
Sources: Sponsor Support Agreement (California Resources Corp)
Term Termination. (a) This Agreement shall become effective on the date executed and delivered by the parties and shall continue in force until for the first Initial Term. Following the Initial Term, this Agreement will be automatically renewed for renewal terms of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and ***** each unless, at least ***** prior to the termination of the Indenture Initial Term or the then current renewal term, either party shall have notified the other in accordance with writing of its terms; (ii) the liquidation decision not to renew this Agreement. ***** Confidential portions of the Collateral material have been omitted and filed separately with 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 Securities 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 theretoExchange Commission.
(b) Notwithstanding any other provision hereof to If there is a material default by either party in the contrary, performance of the terms and conditions of this Agreement may be terminated without cause and such default shall continue for a period of ***** after receipt by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior defaulting party of written notice thereof from the non-defaulting party (setting forth in detail the nature of such default), then this Agreement shall upon the written election of the non-defaulting terminate on the ***** following the delivery of the written notice. If, however, despite the ongoing commercially reasonable efforts by the defaulting party to cure the default set forth in the notice, the default cannot be remedied within such ***** such time period shall be extended for an additional period of not more than *****, so long as the defaulting party has notified the non-defaulting party in writing and in detail of its plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional ***** period. 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 the Designated Issuer makes the continued performance of this Agreement under the then current terms and conditions unduly burdensome, then JUNIPER shall have the Trusteeright to terminate this Agreement upon ***** advance written notice. Such written notice shall include a detailed explanation and evidence of the burden imposed as a result of such change.
(c) This Agreement shall be automatically terminated If either party becomes the subject of an event where (i) the party becomes insolvent, (ii) a party engages in willful and wanton conduct to the event that the Issuer or any portion material detriment of the pool other party, (iii) voluntary or involuntary proceedings by or against such party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is appointed for such party, or proceedings are instituted by or against such party for the dissolution of Collateral has become required to register as such party (other than an investment company under administrative dissolution for which the provisions party is taking corrective action), which proceedings, if involuntary, are not dismissed within ***** after the date of filing, or (iv) such party makes an assignment for the benefit of its creditors, or (v) substantially all of the Investment Company Actassets of such party are seized or attached and not released within ***** thereafter, the other party may, by giving written notice to the affected party, terminate this Agreement.
(d) If In the event this Agreement is terminated pursuant as a result of default by FRONTIER, including but not limited to this Section 12a merging with another airline in which the Affinity Program does not continue with the merged entity, such termination FRONTIER shall be without any further liability or obligation of either party pay JUNIPER an amount equal to the other, except paid but un-recouped guarantee as provided set forth in Sections 8, 10 Section 6 in addition to all rights and 14, which provisions shall survive the termination of this Agreementremedies available to JUNIPER at law or in equity.
(e) Upon In the removal or resignation event JUNIPER fails to meet the service levels described in Exhibit D for three (3) successive months, and JUNIPER is unable to cure such default within ***** of written notice from FRONTIER to JUNIPER setting forth 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 nature of such removal default, FRONTIER may terminate this Agreement for cause at the end of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligationssuch ***** cure.
(f) Upon In the acceptance event this Agreement is terminated as a result of default by a successor Collateral Manager JUNIPER, including but not limited to the terms of such appointmentParagraph 15(e), FRONTIER shall retain any paid but un-recouped guarantee as set forth in Section 6 in addition to all rights and obligations remedies available to FRONTIER at law or in equity. ***** Confidential portions 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) material have been omitted and 23. Upon expiration of filed separately with the applicable notice period with respect to termination specified in this Section 12 or Section 13, as applicable, Securities 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 powerExchange Commission.
Appears in 1 contract
Sources: Credit Card Affinity Agreement (Frontier Group Holdings, 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 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 2.1 The term of this Agreement in accordance with Section 12(bwill be for <INSERT> years from the date of later execution of this Agreement (“Initial Term”), with the option for University to renew for up to <INSERT> additional <INSERT> year terms (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that each a “Renewal Term”).
2.2 Each Renewal Term shall commence on the Collateral Manager shall continue to perform its obligations hereunder and under day following 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) expiration of the preceding sentence occur prior theretoterm.
(b) Notwithstanding any other provision hereof 2.3 The University may exercise each renewal option by written notice to Contractor given not less than <INSERT DETAIL> prior to the contrary, last day of the expiring term. The giving of such notice shall be sufficient to make this Agreement binding for the renewal term without further act of the parties. The terms and conditions of this Agreement for each Renewal Term shall be identical with the Initial Term except for pricing and except that University will no longer have any option to renew this Agreement that has been exercised. Pricing for each Renewal Term shall be determined as set forth Section 5 below.
2.4 This Agreement may be terminated without cause by the Collateral Managermutual written consent of both Parties.
2.5 University may, and the Collateral Manager may resignat its sole discretion, terminate this Contract in whole or in part upon 90 days’ prior <INSERT DETAIL> written notice to the Issuer and the TrusteeContractor.
(c) This 2.6 Either Party may terminate this Agreement shall be automatically terminated in the event that the Issuer or other Party materially breaches 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 its 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 fails to cure such breach within thirty (30) days after receipt of written notice from the Indenture, whether with respect non-breaching Party.
2.7 University may terminate this Agreement effective upon delivery of written notice to the Collateral Contractor 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 at such steps later date as may be reasonably necessary established by University under any of the following conditions: (i) federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that any Work or services to transfer be provided by Contractor under this Agreement are no longer allowable or appropriate for purchase by University or are no longer eligible for the funding proposed for payment authorized by this Agreement; (ii) any license or certificate required by law or regulation to be held by Contractor to provide services under this Agreement is denied, revoked, or not renewed for any reason; (iii) If Contractor becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they not exist, or as they may be amended, is filed by Contractor; or (v) if such authority a petition is filed by any third party, or an application for a receiver is made by anyone and powersuch petition or application is not resolved favorably to Contractor within ninety (90) calendar days. In the event of termination pursuant to this Section, University will pay Contractor for Work actually performed, provided to and accepted by University but University shall have no further payment obligation to Contractor under this Agreement.
Appears in 1 contract
Sources: System Acquisition Agreement
Term Termination. (a) This Agreement shall become effective as of the 2021 Refinancing 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 Secured Notes, the termination of the Indenture in accordance with its termsterms and the payment in full of the Subordinated Notes; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A NotesNoteholders; or (iii) the termination of this Agreement in accordance with this Section 12(b), (c) 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 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 provisions hereof to the contrary, this Agreement may be terminated without cause by the Collateral Manager, and the Collateral Investment Manager may resign, resign upon 90 days’ prior written notice to the Issuer Issuer, the Rating Agencies and the TrusteeTrustee (or such shorter notice as is acceptable to the Issuer); provided, however, that such resignation shall not be effective until the date as of which a successor Investment Manager has been appointed in accordance with Section 12(e) and has accepted the duties of the successor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to appoint a successor Investment Manager to assume such duties and obligations.
(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 1212 or Section 13, such termination shall will be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10 10, 14 and 14, which provisions shall survive the termination of this Agreement23.
(e) Upon the any removal or resignation of the Collateral Investment Manager (in each case, whether pursuant to this Section 12 or pursuant to Section 12 13) while any of the Secured Notes or 13Subordinated Notes are Outstanding, the Issuer may shall, as directed in accordance with the immediately succeeding paragraph, appoint as successor Investment Manager an institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Investment Manager hereunder (or that has been approved by a Majority of the Controlling Class), (ii) is legally qualified and has the capacity to act as Investment Manager hereunder, as successor to the Investment Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Investment Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer or the Co-Issuer or the pool of Collateral to become required to register under the provisions of the Investment Company Act and (iv) will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes. No termination or removal of the Investment Manager, whether pursuant to this Section 12 or pursuant to Section 13 hereof, shall be effective until a successor Collateral has been appointed and approved pursuant to this Agreement, subject to and in accordance with this Section 12(e), and has agreed in writing to assume all of the Investment Manager’s duties and obligations with respect to the period commencing with such appointment. Any successor Investment Manager that is reasonably acceptable to must be appointed by the Issuer at the direction of (a) a Majority of the Subordinated Notes and not rejected by a Majority of the Controlling Class or (b) a Majority of the Controlling Class and that is approved not rejected by all a Majority of the members Subordinated Notes, in each case within 20 days of the issuance of notice of a vote regarding (or the appointment of) such successor Investment Manager to the Holders of the Notes. For purposes of this paragraph, in determining whether the Holders of the requisite percentage of Aggregate Outstanding Amount of the Controlling Class or Subordinated Notes have given such rejection, Investment Manager Securities shall not be disregarded and shall be deemed to be Outstanding. In the event of a removal of the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager (a) within 20 days after approval of the successor Investment Manager by the Issuer. If , and the Collateral issuance of notice of a vote regarding (or the appointment of) such successor Investment Manager is to the Holders of the Notes, or (b) within 90 days after the date of notice of removal of the Investment Manager, the removed pursuant to Section 13Investment Manager, (1) a Majority of the Controlling Class or a Majority of the Subordinated Notes may elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) petition any court of competent jurisdiction for the appointment of a successor Collateral Investment Manager without the approval of the Holders of the Notes. In the event of a resignation by the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager within 120 days after the date of notice of resignation by the Investment Manager, the resigning Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In connection with such appointment and assumption and subject to the consent provisions 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,” Indenture, the Issuer may not reinvest in additional make such arrangements for the compensation of such successor as the Issuer and such successor Investment Manager shall agree; provided, however, that no compensation payable to such successor Investment Manager from payments on the Collateral Obligationsshall be greater than that paid to the Investment Manager under this Agreement without the prior written consent of a Majority of the Aggregate Outstanding Amount of the Notes voting separately. The Issuer, the Trustee and the successor Investment Manager shall take such action (or cause the outgoing Investment Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Investment Manager, as shall be necessary to effectuate any such succession.
(f) Upon the acceptance by a successor Collateral Manager later of such appointment, all rights and obligations of (i) 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 a termination specified in this Section 12 or Section 13, as applicable, and upon (ii) the acceptance acceptance, in writing, by a successor Collateral Investment Manager of such appointment, all authority and power of the Collateral Investment Manager under this Agreement and the Indenture, whether with respect to the Collateral Obligations 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 powerInvestment Manager.
Appears in 1 contract
Sources: Investment Management Agreement (Saratoga 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 (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 10.1. NoldusCare shall continue for the term agreed in force until the first of Agreement or so much longer as NoldusCare is extended by the following occurs: Parties, unless terminated earlier in accordance with this Article 10.
10.2. Noldus is entitled to suspend any NoldusCare if (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture Product is used other than in accordance with its terms; the applicable User Documentation, (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; modification, maintenance or repair is performed by others than Noldus except with Noldus’ prior written consent, (iii) the termination invoice for NoldusCare is not paid within 30 days of receipt by Customer, (iv) Customer does not comply with the provisions of Sections 6.1-6.3 or (v) in the event of Force Majeure. In the event that ▇▇▇▇▇▇ suspends NoldusCare under (iii) above, such suspension shall be lifted upon receipt by ▇▇▇▇▇▇ of the outstanding payment and as of that moment ▇▇▇▇▇▇ shall continue the services under the NoldusCare for the remainder of the period (i.e. NoldusCare shall not be extended to compensate for the period under suspension).
10.3. Either Party may forthwith terminate the NoldusCare with prior written notice upon:
a. the breach of any material provision of this Agreement in accordance with Section 12(b), by the other Party if (ci) such breach is not curable 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) if curable, the breaching Party has not cured such breach within 30 (thirty) day period following receipt of a written notice by the non-breaching Party substantiating such breach ("ingebrekestelling");
b. the filing or (iii) institution of bankruptcy, liquidation or receivership proceedings of the preceding sentence occur prior theretoother Party or in the event a receiver or custodian is appointed for the other Party’s business, or if its business is discontinued.
10.4. Noldus may forthwith (bpartially) 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, terminate NoldusCare upon 90 days’ prior written notice to the Issuer and the Trustee.
(c) This Agreement shall be automatically terminated Customer in the event that the Issuer Product is withdrawn from the market.
10.5. If Noldus suspends Nolduscare pursuant to Section 10.2, except for Force Majeure, or terminates the Agreement pursuant to Section 10.3, any portion amount outstanding to Noldus for NoldusCare under the Agreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
10.6. If Customer terminates the Agreement pursuant to Section 10.3 or Noldus (partially) terminates the Agreement pursuant to Section 10.4, any amount that that the Customer owes to Noldus until the date of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount without prejudice to Noldus’ right to demand compensation or Noldus’ right to retention on the Products.
10.7. The terms of Articles 2.2, 7, 8, 10, 12 – 13 of the pool General Terms and the terms of Collateral has become Articles 7, 8, 9 and Section 10.7 of these NoldusCare Conditions shall survive termination or expiration of the Agreement. In addition, any other provisions which are required to register as an investment company interpret and enforce the Parties' rights and obligations under the provisions of the Investment Company Act.
(d) If this Agreement is terminated pursuant to this Section 12, such shall also survive any 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 expiration of this Agreement, but only to the extent required for the full observation and performance of the Agreement.
(e) Upon the removal or resignation 10.8. ▇▇▇▇▇▇ will, at request of the Collateral Manager pursuant to Section 12 Customer, return all information and documentation provided by the Customer upon termination or 13, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority completion 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 ObligationsAgreement.
(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: General Terms and Conditions
Term Termination. (aA) This Agreement shall continue remain in force until the first earlier 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; Termination Date, (ii) the liquidation of date specified in a written notice by the Collateral and USA Customer that they intend to terminate this Agreement which date shall be no less than thirty (30) days following the final distribution of the proceeds receipt by IBM Credit of such liquidation to the Holders of the Class A Notes; or written notice, and (iii) termination by Lenders after the termination occurrence and during the continuance of this Agreement in accordance with Section 12(b), (c) or Section 13an Event of Default. The Collateral Manager hereby acknowledges and agrees Upon the date 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 12terminated, such termination all of Customers' Obligations shall be without immediately due and payable in their entirety, notwithstanding any further liability or obligation of either party to the other, except as provided in Sections 8, 10 and 14, which other provisions shall survive the termination of this Agreement.
(eB) Upon Until the removal payment in full of all of Customers' Obligations, no termination of this Agreement or resignation any of the Other Documents shall in any way affect or impair (i) Customers' Obligations to Lenders including, without limitation, any transaction or event occurring prior to and after such termination, or (ii) Lenders' rights hereunder, including, without limitation Lenders' security interest in the Collateral Manager pursuant or Charged Assets as applicable. On and after a Termination Date, a Lender may, but shall not be obligated to, upon the request of Applicable Customer, continue to Section 12 or 13, provide Advances hereunder.
(C) In the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority event of the Controlling Class and that is approved by payment in full of all of the members then Outstanding Advances and the termination of the Issuer. If Credit Line, each Applicable Lender shall provide USA Customer with all such documentation (including, without limitation, the execution and delivery of termination statements) and shall take all such steps (including, without limitation, the redelivery of stock certificates) as USA Customer, from time to time ▇▇▇ reasonably request in connection with, and to facilitate the release of all security and Collateral Manager is removed pursuant to Section 13interests which any Applicable Lender has in any Customer, (1) a Majority of the Controlling Class may elect to increase the Collateral Management Fee (Subsidiary 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 Obligationsother Person.
(fD) Upon A prepayment premium, shall be payable by USA Customer to IBM Credit in the acceptance by a successor Collateral Manager of such appointment, all rights and obligations event that the USA Customer terminates the Credit Line prior to the third anniversary of the Collateral Manager under this Agreement shall terminateClosing Date, except as provided in Sections 2(h)(ian amount equal to Eighty Five Million Dollars multiplied by (i) if the termination occurs on a date that is between the Closing Date to and including the first anniversary thereof, Zero basis points (0%), 8(b(ii) the first anniversary thereof to and including the second anniversary thereof, Fifty basis points (0.5%), 10(aand (iii) thereafter Twenty Five basis points (0.25%), 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: Term and Revolving Credit Agreement (Applied Digital Solutions 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 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 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. PINE will provide Client with ninety (90) days written notice of any changes to the first 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 the following occurs: non-renewal within sixty (i60) 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 days of such liquidation notice, the changes proposed by PINE shall be deemed to the Holders of the Class A Notes; or (iii) the termination of be accepted and adopted by Client, shall be deemed for all purposes to amend 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 set forth in PINE’s written notice, and therein until shall become operative and effective upon the payment in full or redemption in whole expiration of the Class A Notes unless any ninety (90) day notice period above. If Client timely objects in writing to such changes within sixty (60) days of such notice, the events described Parties shall seek to agree in clause (ii) or (iii) of the preceding sentence occur prior theretowriting to such changes on mutually agreeable terms.
(b) Notwithstanding any other provision hereof to the contrary, this This Agreement may be terminated prior to the expiration of the Term in the following circumstances:
i. By mutual written agreement of the Parties at any time.
ii. By a Party, with or without cause and without penalty, upon ninety (90) days’ prior written notice.
iii. With respect to the Services provided by the Collateral ManagerPFO, 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 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 PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board.
iv. 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.
v. 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, ▇▇▇▇’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 1 contract
Sources: Services Agreement (XD Fund 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 Obligations and the termination of the Indenture Credit Agreement in accordance with its terms; terms or (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), clause (b) or (c) of this Section 12 or Section 13. The 14 of this Agreement.
(b) This Agreement may not be terminated by the Collateral Manager hereby acknowledges and agrees Manager; provided, however, that the Collateral Manager shall continue have the right to perform its obligations hereunder and under resign immediately upon the Indenture effectiveness of any material change in applicable law or regulations which renders 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 performance by the Collateral Manager, Manager of its duties under the Collateral Management Agreement or under the Credit Agreement 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 Borrower and the resigned Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trusteesuccessor 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.
(d) If (i) a Majority of the Equity Interests fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) the Administrative Agent does not approve the proposed successor nominated by the holders of a Majority of the Equity Interests within 10 days of the date of the notice of such nomination, then the Administrative Agent shall, within 60 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 13(b) (other than clause (v)). If a Majority of the Equity Interests approves such proposed successor nominated pursuant to 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 Credit Agreement 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 Equity Interests and the Administrative Agent 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 Lender.
(e) Upon The Borrower, the Administrative 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 Credit Agreement applicable to the Collateral Manager, as shall be necessary to effectuate any such succession.
(f) In the event of removal or resignation of the Collateral Manager pursuant to Section 12 or 13this Agreement by the Borrower, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Controlling Class and that is approved by Borrower shall have all of the members of rights and remedies available with respect thereto at law or equity, and, without limiting the Issuer. If foregoing, the Borrower may by notice in writing to the Collateral Manager is removed pursuant to Section 13, (1) a Majority of as provided under this Agreement terminate all 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)(ithose that survive termination pursuant to Section 12(c) above), 8(b), 10(a), 10(b), 14(a) and 23. Upon the later of 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: Warehouse Collateral Management Agreement (Owl Rock Core Income 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 2.1 The initial term of this Agreement in accordance with Section 12(b(the "Initial Term") shall commence on the date of this Agreement (the "Commencement Date"), and shall end at midnight on the seventy-fifth (c75th) day following the Commencement Date, unless this Agreement is sooner terminated pursuant to any provision hereof. Upon the expiration of the Initial Term, Sublessee shall have the right to renew the term of this Agreement for an additional period, if any, (the "Renewal Term") equal to the amount of time Sublessor occupies the premises under the Master Lease following the expiration of the Initial Term, such Renewal Term not to exceed thirty (30) days. During the Renewal Term, Sublessee shall pay to Sublessor rent at the applicable rate set forth in the Master Lease for the Sublet-Premises or Section 13the portion thereof being occupied by Sublessee during the Renewal Term. In the event that Sublessee exercises its Renewal Term option hereunder, Sublessor shall provide to Sublessee ten (10) days advance written notice of date Sublessor shall cease to occupy the premises under the Master Lease. The Collateral Manager hereby acknowledges Initial Term and agrees that the Collateral Manager Renewal Term, if any, shall continue be referred to perform its obligations hereunder and under collectively herein as the Indenture in "Term". Sublessee shall vacate the manner provided herein and therein until Sublet-Premises at the payment in full or redemption in whole end of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior theretoTerm.
(b) 2.2 Notwithstanding any other provision hereof to the contraryof this Agreement, Sublessee may at its sole discretion, but shall not be obligated to, terminate this Agreement at any time during the Term, effective upon such date as Sublessee may be terminated without cause establish by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the TrusteeSublessor.
(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 1 contract
Sources: Purchase and Sale Agreement (Tollgrade Communications Inc \Pa\)
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 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;
(iv) 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 1 contract
Term Termination. (a) Unless terminated pursuant to the terms of this Section 6, the term of this Agreement shall be through July 5, 2017. This Agreement shall continue in force until and the first forbearance and other obligations of the following occursparties hereunder shall terminate automatically upon the occurrence of: (i) the payment in full or redemption in whole Lessee fails to pay the Minimum Rent (other than the Deferred Portion of the Class A Notes and Minimum Rent) on the termination of the Indenture date it is first due in accordance with its termsthe Master Lease (other than the failure to pay the Minimum Rent due on April 3, 2017; provided that the Minimum Rent due on April 3, 2017 (other than the Deferred Portion of the Minimum Rent) is paid on the date hereof); (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation Lessee fails to the Holders of the Class A Notescomply with its obligations under Section 5 hereof; or (iii) the termination there is an Event 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 Default 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 Master Lease (other than as set forth in clause (iii) hereof or Section 2 hereof); (iiiiv) the Lessee, the Company or any subsidiary of the preceding sentence occur prior thereto.
(b) Notwithstanding any other provision hereof Company has been adjudicated bankrupt or insolvent, has failed to vacate an involuntary bankruptcy or reorganization petition within sixty days of the contrarydate of such filing, this Agreement may be terminated without cause by files such a petition on a voluntary basis, fails to vacate 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 appointment of a receiver or any trustee for it or for a substantial 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 its assets within 60 sixty 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 makes a voluntary assignment for the benefit of its creditors or ceases to do business as a going concern; (v) there is a default or event of default under the Credit Agreement, dated as of April 6, 2011, among Manor Care, Inc., HCR Healthcare, LLC, the several banks and obligations other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and the lenders thereunder accelerate maturity of the Collateral Manager obligations thereunder; (vi) there is a material change in the senior management of the Company; (vii) there is an Event of Default under the Secured Note; (viii) (A) the Company and Lessee fail to comply, in any material respect, with their obligations under Section 4 of this Agreement, as determined reasonably and in good faith by QCP, and such failure continues for ten (10) Business Days after receipt of written notice from Lessor of such failure and (B) QCP provides written notice to HCR on or after June 1, 2017, that it is terminating this Agreement shall terminatedue to the failure of Company and Lessee to comply, except as provided in Sections 2(h)(i)any material respect, 8(b)with their obligations under Section 4 of this Agreement or (ix) Lessee fails to deliver to the Lessor the Auditor’s Consent on or before April 10, 10(a), 10(b), 14(a) and 232017. Upon expiration of The Company or the applicable notice period with respect to termination specified in Lessee may terminate this Section 12 or Section 13, as applicable, and Agreement at any time upon the acceptance by a successor Collateral Manager occurrence of such appointment, all authority and power any material breach of the Collateral Manager under this Agreement and by QCP or 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 powerLessor.
Appears in 1 contract
Sources: Forbearance Agreement (Quality Care Properties, 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 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) 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 (iv) with respect to which the Investment Company ActGlobal Rating Agency Condition has been satisfied.
(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 (iv) 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 thereto. 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, 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 (iv) 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 thereto. 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 Sections 8(a) (and, to the extent it defers such fees, the related Aggregate 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 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 Aggregate 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 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 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 Section 11, none 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 S&P 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 S&P Rating 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 Agency 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 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 Retained 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 ▇▇▇▇ 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 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 each 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 Loan Agent, the Fiscal Agent and each 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 (acting at the direction of the Issuer) 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 each 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 (Blue Owl Credit Income Corp.)
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, 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 in accordance with Section 12(b), by the other Party which has not been cured within twenty one (c21) 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 days (any of the events described in clause (ii) or (iiiother period as specified by Applicable Law) of the preceding sentence occur prior thereto.being required in writing to do so;
(b) Notwithstanding the bankruptcy, insolvency or appointment of receiver over the assets of the other Party;
(c) the HITS Distribution System license or any other provision hereof 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 contrary, fault of the Operator.
(iii) Broadcaster 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 days’ prior a written notice to the Issuer Operator in the event (a) the Operator breaches any of the Anti-Piracy Requirements and fails to cure such breach within ten (10) days of being required in writing to do so; and/or (c) Broadcaster discontinues the TrusteeSubscribed Channels with respect to all distributors and provides the Operator with at least twenty one (21) days prior written notice.
(iv) The Operator shall have the right to terminate this Agreement on written notice to the Broadcaster if the Operator discontinues its HITS Distribution System and provides at least ninety (90) days prior written notice.
(v) 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 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 Broadcaster ;
(c) This Agreement shall be automatically terminated in If the event that the Issuer Operator voluntarily or any portion by operation of law loses control of the pool of Collateral has become required means to register as distribute the Subscribed Channels through its HITS Distribution System (including but not limited to entering into an investment company under the provisions of the Investment Company Actagreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.);
(d) If this Agreement In the event the Broadcaster 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 Broadcaster to provide the Subscribed Channels or any further liability or obligation of either party part thereof to the other, except as provided 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 to provide the Subscribed Channels to the Operator under the terms of this Agreement.
(evi) Upon 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 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 Broadcaster’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 1 contract
Sources: Subscription Agreement
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 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 Agencies; 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 Agencies; 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 (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 Agencies.
(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 (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 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 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 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 (2i) if or (ii) of this sentence, as the case may 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 the preceding sentence, such nominee shall become the Collateral Manager. 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 the later of 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) 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 as well as any and all other agreements 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 of the applicable Transaction Document. 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 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 Managertermination date, and any unpaid fees reflecting the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer and the Trustee.
Services (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 defined as may be reasonably necessary applicable: software license, SaaS, maintenance and professional services for purposes of this section) delivered prior to transfer such authority and powerthe termination date shall become immediately due.
Appears in 1 contract
Sources: 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 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 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 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 later of 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. II)
Term Termination. 8.1 This Agreement shall become effective on the Effective Date and, unless otherwise terminated in accordance with the terms of this Agreement, shall continue in full force and effect until:
(a) This Agreement shall continue in force with respect to Non-Farnesene Products, until the first of date Amyris determines that the following occurs: Amyris’s Brotas 2 facility is fully operational and meets its production targets, but in any event (i) the payment in full or redemption in whole of the Class A Notes no later than December 31, 2021, and the termination of the Indenture in accordance with its terms; (ii) subject to DSM’s obligations to honor the liquidation terms of the Collateral Novvi Contract and the final distribution Vitamin E Contract; and
(b) with respect to general Farnesene Products and Products sold into the Specialty Farnesene Market until twenty (20) years of the proceeds Effective Date, provided however that DSM may earlier terminate this Agreement upon two years' notice to Amyris in the event that (i) Amyris purchases Farnesene from a third party instead of such liquidation from DSM or produces Farnesene for itself (in each case other than solely amounts of Farnesene in excess of the amount of Farnesene DSM is capable of producing for Amyris or (ii) in any year after the fifth year of the term of this Agreement, Amyris purchases from DSM less than [*] per year of Farnesene.
8.2 In addition, the Parties may terminate the Agreement at any time upon mutual written agreement.
8.3 Either Party may terminate this Agreement, at any time prior to its expiration, upon ninety (90) days’ written notice to the Holders other Party:
(a) if the other Party materially breaches this Agreement (including failure to pay amounts when due), and such breach is not cured within sixty (60) days of written notice to the Class A Notesbreaching Party. Any written notice must explicitly state that the Agreement will or may be terminated in the event the breach is not cured within said sixty (60) days; or
(b) if the other Party is subject to proceedings for bankruptcy, judicial recovery, liquidation or dissolution, or ceases to carry on its business.
8.4 Amyris may terminate this Agreement upon written notice to DSM in the event DSM is unable, except in the event of a Force Majeure, to supply the volume of Product that is requested by Amyris pursuant to notices under Section 2.3 of this Agreement and that conform to Specifications in each of two (2) consecutive months; (c) any three (3) consecutive fermentation runs for the manufacture of Products result in Product that materially fails to conform to Specifications or anticipated volumes due to contamination and/or other cause(s); or (iiid) DSM undergoes a Change of Control. [*] Certain portions denoted with an asterisk have been omitted.
8.5 Any notice provided in this Article 8 must be in writing delivered by international courier (such as FedEx, DHL, UPS) or registered or certified mail, addressed to the Party’s Project Lead at the headquarters address set forth above, or such other person identified by the Party by written notice in the same manner.
8.6 Without prejudice to the other provisions of this Article 8, in the event that DSM or its controlling entities intend to take any action (including but not limited to asset sale, merger, spin-off, acquisition, amalgamation or other Change of Control) that will result in the direct or indirect transfer of the ownership of the Facility to a third party (i.e., a party that is not an DSM affiliate), DSM shall send a written notice to Amyris of its intention to transfer the ownership of the Facility, which notice must be furnished not less than ninety (90) days prior to the consummation of any such transfer. Amyris will have the right to terminate this Agreement and, immediately and prior to the conclusion of the transfer of the ownership of the Facility to a third party, remove some or all of the Additional Equipment from the Facility in the event that Amyris determines, in its reasonable judgment, that (i) such third party transferee is an actual Competitor of Amyris.
8.7 Expiration or termination of this Agreement in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that shall not relieve 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 Parties of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur liability accrued prior thereto.
(b) Notwithstanding any other provision hereof to the contraryeffective date of such expiration or termination, and such expiration or termination shall not affect the continued operation or enforcement of any provision of this Agreement may be terminated without cause that by its express terms is to survive termination or expiration. Without limiting the Collateral Managerforegoing, 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 5.3 and 14, which provisions Articles 8 through 16 shall survive the any termination of this Agreementor expiration.
(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: Supply Agreement (Amyris, Inc.)
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 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 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) This 7.1 The term of this Agreement shall commence on the Effective Date hereof and shall continue in force until the first date on which the earliest of the following occurs: :
(a) January 1, 2014 , and thereafter, this Agreement shall continue on a year-to-year basis until terminated by either party upon 90 days written notice to the other party.
(b) delivery of written notice of termination by the Company to Manager following the occurrence of any of the following:
(i) at any time if Manager breaches any material provision of this Agreement and Manager fails or refuses to cure them and within 30 days after written notice from the payment Company identifying such failure and stating that the failure to cure the same may result 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 and the Option (or, if such cure reasonably requires more than 30 days to complete, Manager has not promptly commenced actions for such cure, and prosecuted such actions with Section 12(bdiligence after receipt of such notice), (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) at any time if Manager has been guilty of gross negligence or willful misconduct in carrying out its duties hereunder;
(iii) at any time if there is instituted by or against Manager any proceedings under the Bankruptcy Reform Act of 1978, as amended, under any other bankruptcy law, or under any other law for the relief of debtors now or hereafter existing, or a receiver is appointed for all or substantially all 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 assets of Manager, and such proceeding is not dismissed or such receiver is not discharged, as the Collateral Manager case may resignbe, upon 90 days’ prior written notice within 30 days thereafter; or
(iv) at any time if manager shall (A) become insolvent, (B) generally fail to or admit in writing its inability to, pay debts as they become due, and (C) make a general assignment for the Issuer and benefit of creditors, (D) apply for, consent to or acquiesce in the Trusteeappointment of a trustee, receiver, or other custodian.
(c) This upon exercise of the Option, 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.terminate; and
(d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without at any further liability or obligation of either party time on 90 days written notice by the Company to the other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this AgreementManager.
(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: Purchase and Sale Agreement (Houston Exploration Co)
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 Agencies; 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 Agencies; 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 Agencies.
(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 (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 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 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 clause (b) above, no resignation or removal of the Investment Company ActCollateral Manager, for cause or without cause, shall be 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) If this Agreement is terminated pursuant to this Section 12, such termination shall be without 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) Upon the removal or resignation of the Collateral Manager pursuant or any removal under Section 14 that is to Section 12 or 13take place while any of the Notes are Outstanding, the Issuer may appoint a successor Collateral Manager that is reasonably acceptable to at the direction of a Majority of the Controlling Class and that is approved by Subordinated Notes (or in the case of removal for Cause of the Collateral Manager, if all of the members Subordinated Notes consist of the Issuer. If the Collateral Manager is removed pursuant to Section 13Notes, (1) a Majority of the Controlling most senior Class may elect of Notes that is not comprised entirely of Collateral Manager Notes) will, with notice to increase each Applicable Rating Agency (with a copy to the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor outgoing Collateral Manager), subject to the consent of the Issuer; and (2) if appoint as a successor replacement Collateral Manager is not appointed within 60 days of such removal of an institution that (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager for “cause,” hereunder, (ii) is legally qualified and has the Issuer may not reinvest in additional Collateral Obligations.
(f) Upon the acceptance by a successor capacity to act as Collateral Manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of such appointmentall of the responsibilities, all rights duties and obligations of the Collateral Manager hereunder and 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 the applicable terms 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: Collateral Management Agreement (Barings 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) 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 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 Collateral 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) [reserved], (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 Debt, unless 100% of the Subordinated Notes are Collateral Manager Debt) and a Majority of the Controlling Class (disregarding Collateral Manager Debt) 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 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 (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 AgreementAgreement pursuant to this Section 12 or Section 14.
(ei) Upon In connection with any vote under this Agreement, in determining whether the removal or resignation 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 pursuant Debt is disregarded and deemed not to Section 12 or 13, the Issuer may appoint be Outstanding in connection with such vote and a successor Class of Debt entitled to vote is comprised entirely of Collateral Manager Debt, then the most senior Class of Debt that is reasonably acceptable to a Majority not comprised entirely of the Controlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant Debt shall be entitled to Section 13exercise the specified voting rights, (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 disregarding any Collateral Manager is not appointed within 60 days Debt, in lieu of such removal other Class of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral ObligationsDebt.
(fj) Upon Notwithstanding the acceptance by foregoing, as a successor Collateral Manager of such appointment, all rights and condition precedent to assuming the obligations of the Collateral Manager under this Agreement hereunder, any successor collateral manager shall terminateagree that, 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 event the Collateral Manager determines at any time that it is necessary or advisable under this Agreement and the IndentureE.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, 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, collateral manager shall acquire from the Collateral Manager shall take the minimum aggregate notional amount of such steps as may be reasonably Deb or ownership interest in the Retention Provider, 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 Management Agreement (Apollo Debt Solutions BDC)
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 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 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 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 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 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 event 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 S&P 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 S&P, (iv) such appointment does not cause or result in the Issuer or any portion of the Co-Issuer becoming, or 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, (v) the Rating Agency Condition has been satisfied with respect to such appointment and (vi) the appointment of which does not subject the Issuer to material adverse tax consequences.
(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 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 that the 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 such fees are not payable due to insufficient funds, 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 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 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, and 21 through 27 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 (Garrison 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 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 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.
(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 1 contract
Sources: Collateral Management Agreement (Owl Rock Capital Corp)