Common use of Key Person Event Clause in Contracts

Key Person Event. If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇. Bold (each of such four persons, a “Key Person”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. Bold fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person designated above with a senior professional selected by the Adviser, with the approval of either a majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person replaced). If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

Key Person Event. If, during the Commitment Period, (i) two or more of either Messrs. ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ or ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇. Bold (each of such four personsthree Persons, a “Key Person” and collectively, the “Key Persons”) resign, are terminated or fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. Bold fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability Entities (the occurrence of such event, a “Key Person Event”), then the Commitment Period Company shall be automatically terminated upon provide written notice to Platinum and other Members, if any, of such Key Person Event (as soon as practicable but in no event later than 10 days of the date of such Key Person Event; provided, however, the “Termination Date”)Members acknowledge and agree that, whereupon to the extent that Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ continue to remain materially involved in the day-to-day management of the Adviser based on each of their respective roles and responsibilities as of the date of this Agreement, such continued involvement in the day-to-day management of the Adviser following the date of this Agreement shall not be deemed to be a Key Person Event. In addition, each Member acknowledges and agrees that ▇▇. ▇▇▇▇▇ shall serve as chairman of the Board, and will not be involved in the day-to-day investment activities of the Company and the Related Entities, such that ▇▇. ▇▇▇▇▇ will provide general oversight of the Company and the Related Entities commensurate with the roles and responsibilities appropriate for a chairman or senior level C-suite executive. If the Adviser does not replace such individual(s) in the manner contemplated herein, then (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4 and Recallable Amounts as described in 4.5.3 Units and (B) Platinum shall be permitted to remove the Company shall not acquire new Portfolio Investments except as described Adviser unless ▇▇▇▇▇▇▇▇▇ Credit Partners proposes replacement(s) to any such Key Persons that are acceptable to Platinum in 6.1.4(a) and (b)its sole discretion. The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, rescinded upon the vote or sole written consent of a Supermajority in Interest Platinum within 120 days of the Common Unitholdersany such Key Person Event. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a majority of the Independent Directors or by a majority in interest of the Common Unitholders Platinum (in which case, the approved substitute shall be a Key Person in lieu of the person Person replaced). If such replacement(s) end , no later than 90 days after the occurrence date that the Adviser informs Platinum of a its proposed replacement of the Key Person Event, the Commitment Period will automatically be re-instatedPerson.

Key Person Event. If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ . ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇, or ▇. ▇▇▇▇ ▇. Bold (each of such four personsPersons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ . ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇, and ▇. ▇▇▇▇ ▇. Bold all fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated herein, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4 and Recallable Amounts as described in 4.5.3 and permitted (Ba) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Members of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a the majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person Person replaced)) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

Key Person Event. If, during the Commitment Period, (i) ▇R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇K▇▇▇ ▇. ▇▇▇’▇▇▇▇▇, or ▇J▇▇▇▇ ▇. Bold (each of such four persons, a “Key Person”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇K▇▇▇ ▇. ▇▇▇’▇▇▇▇▇, and ▇J▇▇▇▇ ▇. Bold fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated in the second following sentence, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person replaced). If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

Key Person Event. If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ M▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ M▇. ▇▇▇▇▇▇, M▇. ▇▇, or ▇▇▇▇▇ and M▇. Bold ▇▇▇▇ (each of such four personsPersons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ M▇. ▇▇▇▇▇▇, M▇. ▇▇, and ▇▇▇▇▇ and M▇. Bold ▇▇▇▇ all fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated herein, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Members of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a the majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person Person replaced)) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

Key Person Event. (a) If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇. Bold (each of such four persons, a “Key Person”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. Bold fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated in the second following sentence, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. Notwithstanding the foregoingforegoing and subject to 6.3(c) and 6.3(d), the Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person replaced). If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated. (b) If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Common Unitholders of such Key Person Departure within 30 days of the date of such Key Person Departure. (c) If a Key Person Departure occurs during the Commitment Period and the Adviser determines to replace such Key Person, the Company shall obtain the approval of such replacement by a majority in interest of the Common Unitholders no later than the date of the Company’s next annual meeting; provided that the Company may, in its discretion, determine to obtain the approval of such replacement no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. (d) If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided in 6.3(c), then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person.

Key Person Event. If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ . ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇, or ▇. ▇▇▇▇ ▇. Bold (each of such four personsPersons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ . ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇, and ▇. ▇▇▇▇ ▇. Bold all fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated herein, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Members of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a the majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person Person replaced)) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

Key Person Event. If, during the Commitment Period, (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and one or more of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇’▇▇▇▇▇, or ▇▇▇▇▇ ▇. Bold (each of such four persons, a “Key Person”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇’▇▇▇▇▇, and ▇▇▇▇▇ ▇. Bold fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated in the second following sentence, then the Commitment Period shall be automatically terminated upon such Key Person Event (the date of such Key Person Event, the “Termination Date”), whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and Recallable Amounts as described in 4.5.3 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a) and (b). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of either a majority of the Independent Directors or by a majority in interest of the Common Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the person replaced). If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.