THE COMPANY A PARTNER OR
CO-VENTURER WITH THE INVESTMENT ADVISER OR ANY OF ITS AFFILIATES.
17.
TERM; TERMINATION; RENEWAL AND SURVIVAL.
(A)
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL
CONTINUE UNTIL THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE.
THEREAFTER, THE
TERM OF THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR ADDITIONAL ONE YEAR TERMS
UNLESS TERMINATED IN ACCORDANCE WITH THE TERMS HEREOF OR A PARTY SHALL PROVIDE
NOTICE TO THE OTHER PARTY NO LESS THAN SIXTY (60) DAYS PRIOR TO THE END OF A
TERM OF ITS DECISION TO TERMINATE THE AGREEMENT AT THE END OF THE THEN CURRENT
TERM AND NOT RENEW THE AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT
MAY BE TERMINATED AT ANY TIME BY EITHER PARTY UPON NOTICE GIVEN IN WRITING TO
THE OTHER PARTY IF THE OTHER PARTY:
(I)
SHALL COMMIT ANY MATERIAL BREACH OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND SHALL FAIL TO CURE SUCH BREACH WITHIN TEN DAYS OF RECEIPT OF
WRITTEN NOTICE FROM THE FIRST PARTY REQUIRING IT TO DO SO; OR
(II)
SHALL BE DISSOLVED (EXCEPT A VOLUNTARY DISSOLUTION FOR THE
PURPOSES OF RECONSTRUCTING OR AMALGAMATION UPON TERMS PREVIOUSLY APPROVED IN
WRITING BY THE FIRST PARTY) OR BE UNABLE TO PAY ITS DEBTS OR COMMIT ANY ACT OF
BANKRUPTCY OR IF A RECEIVER IS APPOINTED OF ANY OF ITS ASSETS.
9
(B)
IN THE EVENT OF A COMPLETE CASH WITHDRAWAL FROM THE ACCOUNT OR
A TERMINATION OF THIS AGREEMENT, THE INVESTMENT ADVISER SHALL LIQUIDATE AND
RETURN ALL HOLDINGS AND ASSETS IN THE ACCOUNT TO CASH AS SOON AS PRACTICABLE IN
ORDER TO ALLOW INVESTMENT ADVISER TO RETURN SUCH CASH TO THE COMPANY BY THE
EFFECTIVE DATE OF SUCH WITHDRAWAL OR TERMINATION CONSISTENT WITH THE TERMS
HEREOF.
(C)
THE SERVICES AND CHARGES PROVIDED FOR UNDER THIS AGREEMENT
SHALL TERMINATE UPON THE TERMINATION OF THIS AGREEMENT, BUT THE PROMISES,
WAIVERS, REPRESENTATIONS, INDEMNIFICATIONS, EXCULPATIONS AND PROVISIONS SET
FORTH IN SECTIONS 12, 14, 15 AND 17 SHALL SURVIVE TERMINATION.
18.
MODIFICATION; WAIVER.
THIS AGREEMENT MAY ONLY BE AMENDED, MODIFIED
OR TERMINATED BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES.
IF ANY PROVISION OF
THIS AGREEMENT IS DECLARED TO BE INVALID SUCH DECLARATION SHALL NOT BE DEEMED TO
AFFECT THE VALIDITY OF ANY OF THE OTHER PROVISIONS.
19.
ENTIRE AGREEMENT; BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT IS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS
WRITTEN OR ORAL NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS AND UNDERSTANDINGS
REGARDING THE SUBJECT MATTER HEREOF.
THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, AND
THEIR RIGHTS AND OBLIGATIONS HEREUNDER WILL NOT BE ASSIGNABLE, TRANSFERABLE OR
DELEGABLE WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY HERETO, PROVIDED,
HOWEVER, THAT THE INVESTMENT ADVISER MAY DELEGATE ITS RIGHTS AND
RESPONSIBILITIES HEREUNDER TO ONE OR MORE ENTITIES THAT CONTROLS, IS CONTROLLED
BY OR IS UNDER COMMON CONTROL WITH THE INVESTMENT ADVISER.
NONE OF THE RIGHTS,
DUTIES OR OBLIGATIONS OF EITHER PARTY TO THIS AGREEMENT MAY BE ASSIGNED,
TRANSFERRED OR DELEGATED WITHOUT THE