Common use of Other Grounds for Termination Clause in Contracts

Other Grounds for Termination. (a) In the event of the termination of the Custody Agreement or the Agency Agreement, ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement in whole or in part and cease to provide the Services simultaneously with the transition of the assets of the respective Funds to a successor custodian. In the event that any such termination occurs prior to the end of the Initial Term, the Customer shall pay ▇.▇. ▇▇▇▇▇▇ an early termination fee in an amount equal to the product of X times a fraction, the numerator of which is the number of full or partial months remaining in the Initial Term at the time termination becomes effective and the denominator is [36] (the “Early Termination Fee”), unless the Customer’s termination of the custody agreement was for material breach. (b) Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following: (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii) the relevant federal or state authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Other Grounds for Termination. (a) In the event of the termination of the Custody Agreement or custody agreement between J.▇. ▇▇▇▇▇▇ and the Agency AgreementCustomer, ▇.J.▇. ▇▇▇▇▇▇ may terminate this Agreement in whole or in part and cease to provide the Services simultaneously with the transition of the assets of the respective Funds to a successor custodian. In the event that any such termination occurs prior to the end of the Initial Term, the Customer shall pay ▇.J.▇. ▇▇▇▇▇▇ an early termination fee in an amount equal to six (6) times the product of X times a fraction, average monthly Fee paid by Customer during the numerator of which is the number of full or partial preceding six (6) months remaining in the Initial Term at the time termination becomes effective and the denominator is [36] (the an “Early Termination Fee”), unless the Customer’s termination of the custody agreement was for J.▇. ▇▇▇▇▇▇’▇ material breachbreach or due to the liquidation of the Fund pursuant to an action approved by the Fund’s Board. (b) Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following: (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii) the relevant federal or state authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Other Grounds for Termination. (a) In the event of the termination of either the Custody Agreement dated July 1, 2007 between JPMorgan and Customer or the Agency AgreementSub-Administration Agreement dated October 7th, ▇.▇2010 between JPMorgan and the Customer’s Investment Adviser, the parties agree to endeavor in good faith to renegotiate the fees for the Services provided hereunder. ▇▇▇▇▇▇ may In the event that the parties cannot come to an agreement within a reasonable period of time, the parties will mutually agree on a date to terminate this Agreement in whole part or in part and cease to provide the Services simultaneously with the transition of the assets of the respective Funds to a successor custodianits entirety. In the event that any such termination occurs prior to the end of the Initial Term, the Customer shall pay ▇.▇. ▇▇▇▇▇▇ an early termination fee in an amount equal to JPMorgan the product of X times a fraction, the numerator of which is the number of full or partial months remaining in the Initial Term at the time termination becomes effective and the denominator is [36] (the “Early Termination Fee”), unless the Customer’s termination of the custody agreement Custody Agreement or Sub-Administration Agreement was for JPMorgan’s material breach. (b) Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following: (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii) the relevant federal or state authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Other Grounds for Termination. (a) In the event of the termination of the Custody Agreement or the Agency AgreementAgreement between J.▇. ▇▇▇▇▇▇ and the Customer, ▇.J.▇. ▇▇▇▇▇▇ may terminate this Agreement in whole or in part and cease to provide the Services simultaneously with the transition of the assets of the respective Funds to a successor custodian. In the event that any such termination occurs prior to the end of the Initial Term, the Customer shall pay ▇.J.▇. ▇▇▇▇▇▇ an early termination fee in an amount equal to the product of X times a fraction, the numerator of which is the number of full or partial months remaining in the Initial Term at the time termination becomes effective and the denominator is [36] (the “Early Termination Fee”), unless the Customer’s termination of the custody agreement was for material breach. (b) Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following: (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii) the a relevant federal or state authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

Other Grounds for Termination. (a) In the event of the termination of either the Custody Agreement Agreement, dated November 1, 2011 between JPMorgan and Customer or the Agency AgreementSub-Administration Agreement dated November 1, ▇.▇2011 between JPMorgan and the Customer’s Investment Adviser, the parties agree to endeavor in good faith to renegotiate the fees for the Services provided hereunder. ▇▇▇▇▇▇ may In the event that the parties cannot come to an agreement within a reasonable period of time, the parties will mutually agree on a date to terminate this Agreement in whole part or in part and cease to provide the Services simultaneously with the transition of the assets of the respective Funds to a successor custodianits entirety. In the event that any such termination occurs prior to the end of the Initial Term, the Customer shall pay ▇.▇. ▇▇▇▇▇▇ an early termination fee in an amount equal to JPMorgan the product of X times a fraction, the numerator of which is the number of full or partial months remaining in the Initial Term at the time termination becomes effective and the denominator is [36] (the “Early Termination Fee”), unless the Customer’s termination of the custody agreement Custody Agreement or Sub-Administration Agreement was for JPMorgan’s material breach. (b) Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following: (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii) the relevant federal or state authority withdrawing its authorization of either party; or (iii) the other party committing any material breach of this Agreement and failing to remedy such breach (if capable of remedy) within 90 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.