Common use of Other Grounds for Termination Clause in Contracts

Other Grounds for Termination. a) Either party may, without prejudice to its other rights or remedies, give written notice to the other party to terminate this Agreement if: (i) the other party commences a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); (ii) an involuntary case is commenced against the other party and the petition is not controverted within 30 days, or is not dismissed within 90 days, after commencement of the case; (iii) the other party becomes insolvent or bankrupt, or an order is made or a resolution passed for the liquidation, administration, winding-up of dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction); (iv) an administrative or other receiver, manager, trustee, liquidator, administrator, conservator, custodian, or similar officer is appointed over all or any substantial part of the assets of the other party; (v) the other party enters into or proposes any composition or arrangement with its creditors generally; or (vi) anything similar to the foregoing occurs in any applicable jurisdiction. b) Either party may give written notice to the other party to terminate this Agreement if: (i) a regulator with supervisory control over it directs it to terminate the agreement; (ii) a regulator withdraws the status of a Fund as a registered investment company; or (iii) a regulatory change has occurred that has or will render the continuing performance of the services by the Administrator a violation of applicable law. c) Either party may give written notice to terminate this Agreement for the fraudulent actions or fraudulent misrepresentations of the other party in connection with this Agreement. d) The Administrator or Adviser may give written notice to terminate this Agreement if there is a change in the control (as that term is defined in the 1▇▇▇ ▇▇▇) of the other party. The Adviser may terminate this agreement with respect to a Fund if the agreement that provides for the Adviser to furnish advisory services to that Fund is terminated other than due to a change in control of the Adviser. For the avoidance of doubt, this Section 12.3(d) shall not apply to a change in ownership of a Fund or the merger of a Fund into, or the consolidation of a Fund with, another entity, or the sale by a Fund of all, or substantially all, of its assets to another entity, in each case where the Adviser and Administrator are retained to continue providing services with respect to such Fund (or its respective successor) on substantially the same terms, or the liquidation or dissolution of a Fund and distribution of such Fund's assets. e) The Administrator and Adviser may terminate the Agreement by mutual written agreement. Further, the Adviser may terminate this Agreement as to a Fund in the event of the termination of the Fund, whether by merger, reorganization or liquidation.

Other Grounds for Termination. a) Either party may, without prejudice to its other rights or remedies, give written notice to the other party to terminate this Agreement if: (i) the other party commences a voluntary case concerning itself under Title 11 of the United States Code entitled "“Bankruptcy," ” as now or hereafter in effect, or any successor thereto (the "“Bankruptcy Code"”); (ii) an involuntary case is commenced against the other party and the petition is not controverted within 30 days, or is not dismissed within 90 days, after commencement of the case; (iii) the other party becomes insolvent or bankrupt, or an order is made or a resolution passed for the liquidation, administration, winding-up of dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction); (iv) an administrative or other receiver, manager, trustee, liquidator, administrator, conservator, custodian, or similar officer is appointed over all or any substantial part of the assets of the other party; (v) the other party enters into or proposes any composition or arrangement with its creditors generally; or (vi) anything similar to the foregoing occurs in any applicable jurisdiction. b) Either party may give written notice to the other party to terminate this Agreement if: (i) a regulator with supervisory control over it directs it to terminate the agreement; (ii) a regulator withdraws the status of a Fund as a registered investment company; or (iii) a regulatory change has occurred that has or will render the continuing performance of the services by the Administrator a violation of applicable law. c) Either party may give written notice to terminate this Agreement for the fraudulent actions or fraudulent misrepresentations of the other party in connection with this Agreement. d) The Administrator or Adviser may give written notice to terminate this Agreement if there is a change in the control (as that term is defined in the 1▇▇▇▇ ▇▇▇) of the other party. The Adviser may terminate this agreement with respect to a Fund if the agreement that provides for the Adviser to furnish advisory services to that Fund is terminated other than due to a change in control of the Adviser. For the avoidance of doubt, this Section 12.3(d) shall not apply to a change in ownership of a Fund or the merger of a Fund into, or the consolidation of a Fund with, another entity, or the sale by a Fund of all, or substantially all, of its assets to another entity, in each case where the Adviser and Administrator are retained to continue providing services with respect to such Fund (or its respective successor) on substantially the same terms, or the liquidation or dissolution of a Fund and distribution of such Fund's ’s assets. e) The Administrator and Adviser may terminate the Agreement by mutual written agreement. Further, the Adviser may terminate this Agreement as to a Fund in the event of the termination of the Fund, whether by merger, reorganization or liquidation.

Other Grounds for Termination. a) Either party may, without prejudice to its other rights or remedies, give written notice to the other party to terminate this Agreement if: (i) the other party commences a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); (ii) an involuntary case is commenced against the other party and the petition is not controverted within 30 days, or is not dismissed within 90 days, after commencement of the case; (iii) the other party becomes insolvent or bankrupt, or an order is made or a resolution passed for the liquidation, administration, winding-up of dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction); (iv) an administrative or other receiver, manager, trustee, liquidator, administrator, conservator, custodian, or similar officer is appointed over all or any substantial part of the assets of the other party; (v) the other party enters into or proposes any composition or arrangement with its creditors generally; or (vi) anything similar to the foregoing occurs in any applicable jurisdiction. b) Either party may give written notice to the other party to terminate this Agreement if: (i) a regulator with supervisory control over it directs it to terminate the agreement; (ii) a regulator withdraws the status of a Fund as a registered investment company; or (iii) a regulatory change has occurred that has or will render the continuing performance of the services by the Administrator a violation of applicable law. c) Either party may give written notice to terminate this Agreement for the fraudulent actions or fraudulent misrepresentations of the other party in connection with this Agreement. d) The Administrator or Adviser may give written notice to terminate this Agreement if there is a change in the control (as that term is defined in the 1▇▇▇ ▇▇▇1940 Act) of the other party. The Adviser may terminate this agreement ▇▇▇▇▇ment with respect to a Fund if the agreement that provides for the Adviser to furnish advisory services to that Fund is terminated other than due to a change in control of the Adviser. For the avoidance of doubt, this Section 12.3(d) shall not apply to a change in ownership of a Fund or the merger of a Fund into, or the consolidation of a Fund with, another entity, or the sale by a Fund of all, or substantially all, of its assets to another entity, in each case where the Adviser and Administrator are retained to continue providing services with respect to such Fund (or its respective successor) on substantially the same terms, or the liquidation or dissolution of a Fund and distribution of such Fund's assets. e) The Administrator and Adviser may terminate the Agreement by mutual written agreement. Further, the Adviser may terminate this Agreement as to a Fund in the event of the termination of the Fund, whether by merger, reorganization or liquidation.

Other Grounds for Termination. (a) Either party may, without prejudice to its other rights or remedies, give may terminate this Agreement immediately on written notice to the other party to terminate this Agreement ifupon the occurrence of any of the following: (i) the other party commences a voluntary case concerning itself commits any material breach of this Agreement and fails to remedy such material breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach (unless the parties agree to extend the period to remedy the breach); or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under Title title 11 of the United States Code entitled "Bankruptcy," Code, as now or hereafter in effecteffect from time to time, or any successor thereto other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States, or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (the "Bankruptcy Code"); (iiC) is subject to an involuntary case is commenced against order for the other party and the petition is not controverted within 30 daystransfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is not dismissed within 90 days, after commencement the subject of a measure similar to any of the caseforegoing; (iii) the other party becomes insolvent relevant federal or bankrupt, or an order is made or a resolution passed for the liquidation, administration, winding-up state authority withdrawing its authorization of dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction);either party (iv) an administrative J.P. Morgan ceases to be qualified to act as custodian of a Customer or other receiver, manager, trustee, liquidator, administrator, conservator, custodian, or similar officer is appointed over all or any substantial part of the assets of the other partyFunds under Applicable Law; (v) If a Force Majeure Event substantially prevents performance of any services necessary for the other party enters into performance of functions reasonably agreed by the parties as critical for more than three (3) consecutive business days, then the Customer, on behalf of a Fund, may terminate all or proposes any composition or arrangement with its creditors generallyportion of this Agreement and the services so affected, as of a date specified by the Customer in a written notice of termination to J.P. Morgan, in which case, J.P. Morgan’s fees will be equitably adjusted as necessary to reflect the value of any remaining services; orand (vi) anything similar At any time, the Customer, on behalf of a Fund, may elect to the foregoing occurs in remove any applicable jurisdiction. b) Either party may give written notice to the other party to terminate Fund from this Agreement if: (i) a regulator with supervisory control over it directs it to terminate the agreement; (ii) a regulator withdraws the status of a Fund as a registered investment company; or (iii) a regulatory change has occurred that has or will render the continuing performance of the services by the Administrator a violation of applicable law. c) Either party may give written notice to terminate this Agreement for the fraudulent actions or fraudulent misrepresentations of the other party in connection with this Agreement. d) The Administrator or Adviser may give written notice to terminate this Agreement if there is a change in the control (as that term is defined in the 1▇▇▇ ▇▇▇) liquidation of the other party. The Adviser may terminate this agreement with respect to a Fund if the agreement that provides for the Adviser to furnish advisory services to that Fund is terminated other than due to a change in control of the Adviser. For the avoidance of doubt, this Section 12.3(d) shall not apply to a change in ownership of a Fund or the merger of a Fund into, or the consolidation of a Fund with, into another entity, or the sale by a Fund of all, or substantially all, of its assets to another entityfund, in each case where the Adviser and Administrator are retained to continue providing services with respect to such Fund (by notifying J.P. Morgan in writing or its respective successor) on substantially the same terms, or the liquidation or dissolution of a Fund and distribution of such Fund's assetsother mutually agreed communication method. e(b) The Administrator and Adviser may terminate the Agreement by mutual written agreement. Further, the Adviser J.P. Morgan may terminate this Agreement as by giving not less than ninety (90) days’ prior written notice to a Fund the Customer in the event that J.P. Morgan reasonably determines that either the Customer has ceased to satisfy J.P. Morgan’s customary credit requirements or servicing the Customer raises reputational or regulatory concerns. The Customer, on behalf of the termination of the a Fund, whether may terminate this Agreement by merger, reorganization giving at least the ninety (90) days’ prior written notice to J.P. Morgan in the event that the Customer reasonably determined that J.P. Morgan raises reputational or liquidationregulatory concerns.