SERVICE TO THE EXTENT PRACTICABLE.
TO THE EXTENT THAT
SERVICES REQUIRE WRITTEN DOCUMENTS, THE COMPANY AGREES TO DELIVER DRAFTS OF SUCH
DOCUMENTS SUFFICIENTLY IN ADVANCE OF THEIR DUE DATE IN ORDER TO PERMIT THE
MANAGER THE OPPORTUNITY TO REVIEW AND PROVIDE COMMENTS.
THE COMPANY (I) SHALL
NOT BE IN BREACH OF THIS AGREEMENT IF THE COMPANY DOES NOT PROVIDE, OR CAUSE TO
BE PROVIDED, ANY SERVICES AS A RESULT OF ANY ACT OR OMISSION BY THE MANAGER, ANY
REFUSAL TO GIVE, OR DELAY IN PROVIDING, ANY CONSENT TO ANY MATTER UNDER THIS
AGREEMENT ON THE PART OF THE MANAGER, OR ANY BREACH BY THE MANAGER OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, AND (II) IS NOT REQUIRED TO PROVIDE ANY
SERVICE IF THE PROVISION THEREOF WOULD VIOLATE ANY APPLICABLE LAW.
THE MANAGER
ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES ARE TRANSITIONAL IN NATURE AND
ARE FURNISHED BY THE COMPANY FOR THE PURPOSE OF FACILITATING THE TRANSACTIONS
CONTEMPLATED UNDER THE ACQUISITION AGREEMENT AND THE OPERATION OF THE BUSINESS
OF THE MANAGER BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE OR IF THE
ACQUISITION AGREEMENT IS TERMINATED, THE TERMINATION DATE (AS DEFINED IN
SECTION 4.1), SO THAT THE MANAGER CAN FIND AN ALTERNATIVE SERVICE PROVIDER.
2.2
MANAGER COOPERATION.
THE MANAGER SHALL PROVIDE, AND CAUSE ITS
EMPLOYEES, AGENTS AND REPRESENTATIVES TO PROVIDE, ALL COOPERATION AND ASSISTANCE
REASONABLY REQUIRED BY THE COMPANY OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS TO
ENABLE THE COMPANY TO PROVIDE, OR CAUSE TO BE PROVIDED, THE SERVICES.
THE
MANAGER SHALL PROVIDE REASONABLE ACCESS TO THE PERSONNEL AND PREMISES OF MANAGER
AT SUCH TIMES AS ARE NECESSARY TO ENABLE THE COMPANY TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
2.3
SERVICES NON-EXCLUSIVE.
THE SERVICES PROVIDED AND THE PERSONNEL
PROVIDING THE SERVICES ARE NOT AND SHALL NOT BE DEEMED TO BE EXCLUSIVE TO THE
MANAGER, AND THE COMPANY AND ITS PERSONNEL SHALL BE FREE TO RENDER SIMILAR
SERVICES OR ANY OTHER SERVICES TO ITSELF OR TO ANY OTHER PERSON OR ENTITY.
ARTICLE 3
FEES AND PAYMENT
3.1
FEES.
DURING THE PERIOD FROM THE EFFECTIVE DATE UNTIL THE EARLIER
OF THE CLOSING DATE OR THE DATE THE ACQUISITION AGREEMENT IS TERMINATED IN
ACCORDANCE WITH ITS TERMS, THERE SHALL BE NO FEES FOR THE SERVICES.
IF THE
ACQUISITION AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS (I) BY THE
COMPANY FOR ANY REASON (OTHER THAN IN ACCORDANCE WITH SECTION 8.1(B) OR
SECTION 8.1(F) OF THE ACQUISITION AGREEMENT) OR THE INVESTOR PURSUANT TO
SECTION 8.1(G) OF THE ACQUISITION AGREEMENT, THEN THERE SHALL BE NO FEES FOR THE
SERVICES FOR THE REMAINDER OF THE TERM OF THIS AGREEMENT, OR (II) BY THE
INVESTOR FOR ANY OTHER REASON SET FORTH IN SECTION 8.1 OF THE ACQUISITION
AGREEMENT OR THE COMPANY IN ACCORDANCE WITH SECTION 8.1(B) OR SECTION 8.1(F) OF
THE ACQUISITION AGREEMENT, THEN THE MANAGER SHALL PAY TO THE COMPANY A FEE IN
RESPECT OF EACH MANAGER CLO ISSUER FOR THE PERIOD FROM THE DATE OF SUCH
TERMINATION OF THE ACQUISITION
2
AGREEMENT THROUGH THE REMAINDER OF THE