Common use of Action Upon Termination Clause in Contracts

Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13 or Section 15(b), a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following the date of the notice of such termination. The Incentive Fee and, to purchase from the extent applicable, Manager the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date right of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to receive the Incentive Compensation. In exchange therefor the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying obligated to pay the Management Fee which would have been earned for Manager a cash purchase price (the full month by a fraction, the numerator of which is the number of days in the portion of such month prior “Cash Price”) equal to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation amount of the Incentive Fee Compensation that would be paid to the Manager if all of the Company’s assets were sold for any partial year prior to terminationcash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the last year of “Fair Market Value”). In the Measurement Period will be deemed event that the Company does not elect to have ended on the effective date of termination and the computation of exercise such option to purchase the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompensation, the Manager shall cooperate with have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Manager. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign are unable to the Companyagree upon an appraisal firm, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to the Company. Additionallyidentity of such third appraiser, the Company or its designee shall have the right to offer employment to any employee either of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager Company may request that the American Arbitration Association (“AAA”) select the third appraiser, which shall cooperate with then be selected by the Company AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee in connection therewithmore than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 1921, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Fee and the Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by to the Manager accompanied by payment of the Management Fee and Incentive Fee shown thereon to be due and payable. Upon any termination of this Agreement, all Common Shares previously issued in payment of the Company within thirty (30) days following Incentive Fee shall be fully vested as of the date of termination, except if the Manager acted in bad faith, engaged in willful or wanton misconduct or was grossly negligent, in which case unvested Common Shares issued in payment of the Incentive Fee shall be forfeited and no Incentive Fee shall be due in the year of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationduring which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. (a) From and after the effective date of any termination of this AgreementTermination Date, the Manager Advisor shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation accruing through the Termination Date, including, without limitation, any Termination Fee due in connection with such termination. (b) On the Termination Date or as promptly thereafter as practicable, the Advisor shall forthwith: (i) after deducting any earned but unpaid Management Fee or Administrative Reimbursement (including, for services performed prior to the effective date avoidance of doubt, the prorated portion of the Management Fee or Administrative Reimbursement for the period between the beginning of the calendar month during which the termination occurred and the Termination Date) and incurred but unreimbursed Expenses accumulated, in each case, through the Termination Date, including, without limitation, any Termination Fee due in connection with such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Board of Trustees a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Trustees with respect to the Company or a Subsidiary; and (ciii) deliver to the Board of Trustees all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice Advisor; provided, however, that the Advisor may retain copies of termination. The Incentive Fee andall such information. (c) On the Termination Date or as promptly thereafter as practicable, the Company shall (to the extent applicablesuch amounts have not already been deducted in accordance with Section 16(b)(i) above) forthwith: (i) pay to the Advisor all earned but unpaid Management Fees and Administrative Reimbursement (including, for the avoidance of doubt, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations prorated portion of the Management FeeFee or Administrative Reimbursement for the period between the beginning of the calendar month during which the termination occurred and the Termination Date) through the Termination Date, Incentive including, without limitation, any Termination Fee due in connection with such termination; and, (ii) reimburse the Advisor for all incurred but unreimbursed Expenses payable to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided Advisor under this Agreement to employees of the Company or to its designee, including, but not limited and payable to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, European Advisory under the Manager shall assign to European Advisory Agreement through the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithDate.

Action Upon Termination. From and (a) Except as otherwise set forth in Section 4(b), the Property Manager shall not be entitled to compensation after the effective date of any termination of this Agreement for further services performed under this Agreement or the Management Agreements, but shall be paid all compensation accruing to the date of termination. Upon termination of this Agreement, the Property Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableshall: (ai) pay over to the Company Company, on behalf of the Property Owners, all monies moneys collected and held for the account of the Company by it pursuant to this Agreement and each Management Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements reimbursement for its expenses to which it the Property Manager is then entitled; (bii) deliver to the Trustees Board of Directors of the Company a full and complete accounting, including a statement showing all sums payments collected by it the Property Manager and a statement of all sums money held by it for the Property Manager, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andBoard of Directors of the Company; (ciii) deliver to the Trustees Board of Directors of the Company all property and documents of the Company then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee Property Manager; and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30iv) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially the Property Owners and take all reasonable efforts steps requested by the Company to facilitate the assist it in making an orderly transfer transition of the management and real estate investment services provided under functions performed by the Property Manager. (b) Notwithstanding subsection 4(a), if this Agreement is terminated as a result of a Change of Control, the Property Manager shall be paid a termination fee equal to employees seventy percent (70%) of the Company or average applicable monthly management fee that would otherwise have been paid to its designeeProperty Manager for each Affected Management Agreement (as hereafter defined). The termination fee shall be calculated using the monthly management fee for the immediately preceding three full calendar months of each Affected Management Agreement to determine the average and multiplying that average by the number of months remaining in the term of each Affected Management Agreement, includingexcluding any extension options. (i) For purposes of this subsection (b), but not limited an “Affected Management Agreement” means: (1) any Management Agreement terminated because this Agreement was terminated as a result of a Change of Control; (2) any Management Agreement terminated because the Property subject to the transfer Management Agreement was sold as part of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, a sale that triggered the Manager shall assign to Change of Control; and (3) any Management Agreement terminated because there was a change of control of the Company, Property Owner (as more particularly described in Section 2(c)(ii) of the Management Agreement) and the change of control of the Property Owner was part of a sale that triggered the Change of Control. (c) The Company shall assume, any authorized agreements pay the Property Manager executed the termination fee in its name on behalf cash upon the effective date of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee termination of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewiththis Agreement.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13 or Section 15(b), a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following the date of the notice of such termination. The Incentive Fee and, to purchase from the extent applicable, Manager the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date right of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to receive the Incentive Compensation. In exchange therefor the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying obligated to pay the Management Fee which would have been earned for Manager a cash purchase price (the full month by a fraction, the numerator of which is the number of days in the portion of such month prior "Cash Price") equal to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation amount of the Incentive Fee Compensation that would be paid to the Manager if all of the Company's assets were sold for any partial year prior to terminationcash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the last year of "Fair Market Value"). In the Measurement Period will be deemed event that the Company does not elect to have ended on the effective date of termination and the computation of exercise such option to purchase the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompensation, the Manager shall cooperate with have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Manager. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign are unable to the Companyagree upon an appraisal firm, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to the Company. Additionallyidentity of such third appraiser, the Company or its designee shall have the right to offer employment to any employee either of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager Company may request that the American Arbitration Association ("AAA") select the third appraiser, which shall cooperate with then be selected by the Company AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee in connection therewithmore than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 17 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 1918, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees Trustee a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital of the Transferred Assets, Annual Average Invested Capital and FFO Per Share for the Full Termination Fee or Performance Termination FeeCompany’s fiscal year ended upon the immediately preceding December 31, due and (ii) the Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicableManager with such Certificate. If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Full Termination Fee or Performance Termination Fee, Manager shall be delivered by the Manager remit to the Company within thirty (30) days following the date of terminationits check in an amount equal to such difference. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith365.

Action Upon Termination. (a) From and after the effective date Effective Termination Date of any termination this Agreement pursuant to Sections 10, 11, or 12 of this Agreement, the : The Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of this Agreementhereunder, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 10(b) or Section 12(b) hereof, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)Termination Fee. Upon any such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard with respect to the Company and any Subsidiaries; and (ciii) deliver to the Trustees Board all property and documents of the Company and any Subsidiaries then in its the custody or possession. The Management Fee due upon termination of the Manager, provided that the Manager shall be computed permitted to retain copies of such documents for its records, and payable if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5 hereof with respect to the retained documents. (b) If either the Company or the Manager terminates this Agreement pursuant to Section 10 or Section 12 of this Agreement, within thirty (30) days following the date of the notice of termination. The Incentive Fee andEffective Termination Date, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements repurchase all KKR Shares outstanding on the Manager executed in its name on behalf Effective Termination Date at a price equal to the Net Asset Value per share as of the Company and last month of the Manager shall assign to the Company all proprietary information with respect to prior calendar quarter, regardless of any repurchase limitations described in the Company. Additionally’s Governing Agreements, Share Repurchase Plan, Repurchase Arrangement or any other document describing the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithCompany’s repurchase limitations.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 18 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital of the Transferred Assets, Annual Average Invested Capital, and Normalized FFO Per Share for the Full Termination Fee or Performance Termination FeeCompany’s fiscal year ended upon the immediately preceding December 31, due and (ii) the Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicableManager with such Certificate. If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Full Termination Fee or Performance Termination Fee, Manager shall be delivered by the Manager remit to the Company within thirty (30) days following the date of terminationits check in an amount equal to such difference. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith365.

Action Upon Termination. (a) From and after the effective date of any termination of this AgreementEffective Termination Date pursuant to Section 12, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such termination, including including, without limitation, a pro rata portion of the current year’s Incentive any Termination Fee (except as otherwise provided below). Upon or/and Promote Fee due in connection with such termination. On the Effective Termination Date or as promptly thereafter as practicable, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement; (ii) deliver to the Board of Trustees a full accounting, after deducting therefrom including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees with respect to the Company or a Subsidiary; and (iii) deliver to the Board of Trustees all property and documents of the Company or any accrued Management Subsidiary then in the custody of the Manager; provided, however, that the Manager may retain copies of all such information. (b) Upon termination of this Agreement pursuant to Section 12, on the Effective Termination Date or as promptly thereafter as practicable, the Company shall forthwith: (i) pay over to the Manager all compensation accruing to the date of termination, including, without limitation, any Termination Fee or Incentive or/and Promote Fee and reimbursements due in connection with such termination; and (ii) reimbursement the Manager for all its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and. (c) deliver to the Trustees all property and documents The obligation of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following to pay the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Promote Fee shall be based upon prior whole years in survive the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement. In addition, for up to one hundred twenty (120) days following Section 9 and Section 10 shall survive the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithAgreement.

Action Upon Termination. (a) (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13 or Section 15(b), a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following the date of the notice of such termination. The Incentive Fee and, to purchase from the extent applicable, Manager the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date right of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to receive the Incentive Compensation. In exchange therefor the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying obligated to pay the Management Fee which would have been earned for Manager a cash purchase price (the full month by a fraction, the numerator of which is the number of days in the portion of such month prior “Cash Price”) equal to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation amount of the Incentive Fee Compensation that would be paid to the Manager if all of the Company’s assets were sold for any partial year prior to terminationcash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the last year of “Fair Market Value”). In the Measurement Period will be deemed event that the Company does not elect to have ended on the effective date of termination and the computation of exercise such option to purchase the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompensation, the Manager shall cooperate with have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Manager. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign are unable to the Companyagree upon an appraisal firm, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to the Company. Additionallyidentity of such third appraiser, the Company or its designee shall have the right to offer employment to any employee either of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager Company may request that the American Arbitration Association (“AAA”) select the third appraiser, which shall cooperate with then be selected by the Company AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee in connection therewithmore than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 17 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including including, without limitation, a pro rata portion of the then current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicableimmediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or and unpaid Fees (including, without limitation, a pro rata portion of the then current year’s Incentive Fee Fee, and reimbursements for its expenses to which it is then entitled); (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Transferred Assets, the Full Termination Fee or Performance Termination Annual Average Invested Capital and the FFO Per Share for the Company’s fiscal year ended upon the immediately preceding December 31, and (ii) the Company’s computation of the Fees (including, without limitation, a pro rata portion of the then current year’s Incentive Fee, due ) payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in the Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for the deficit and deliver the same to the extent applicable, Manager with the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of terminationCertificate. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of annual Fees owed upon termination and the computation of the Incentive Fee shall be based upon prior whole years as shown in the Measurement Period and with respect to Certificate are less than the year in which termination occurred, Fees paid by the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompany upon termination, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithdifference.

Action Upon Termination. From and (a) Except as otherwise set forth in Section 4(b), the Property Manager shall not be entitled to compensation after the effective date of any termination of this Agreement for further services performed under this Agreement or the Management Agreements, but shall be paid all compensation accruing to the date of termination. Upon termination of this Agreement, the Property Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableshall: (ai) pay over to the Company Company, on behalf of the Property Owners, all monies money collected and held for the account of the Company by it pursuant to this Agreement and each Management Agreement, after deducting therefrom any accrued Management Fee compensation and reimbursement for costs, expenses (including sale costs, expenses, severance packages and stay bonuses payable under Sections 2(e) and 2(f), but for the avoidance of doubt, such costs, expenses, severance packages and stay bonuses are only payable in connection with the sale of a Property or Incentive Fee and reimbursements for its expenses Properties), to which it the Property Manager is then entitled; (bii) deliver to the Trustees Board of Directors of the Company a full and complete accounting, including a statement showing all sums payments collected by it the Property Manager and a statement of all sums money held by it for the Property Manager, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andBoard of Directors of the Company; (ciii) deliver to the Trustees Board of Directors of the Company all property and documents of the Company then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee Property Manager; and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30iv) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially the Property Owners and take all reasonable efforts steps requested by the Company to facilitate the assist it in making an orderly transfer transition of the management and real estate investment services provided functions performed by the Property Manager. (b) In addition to the compensation to be paid to the Property Manager under Section 4(a)(i), if this Agreement is terminated as a result of a Change of Control, the Property Manager shall be paid a termination fee equal to employees sixty percent (60%) of the Company or to its designee, including, but not limited average applicable monthly management fee that would otherwise have been paid to the transfer Property Manager under each Affected Management Agreement (as defined herein). The termination fee shall be calculated by using the average Gross Income for the immediately preceding three full calendar months of bookkeeping each Affected Management Agreement and accounting functions and legal and regulatory compliance and reporting. In connection therewithmultiplying that average by the applicable monthly management fee under Section 2(b), the Manager which shall assign be a weighted average fee if more than one fee percentage applies to the Companyremaining term, and multiplied by the Company shall assumenumber of whole months remaining in the term of each Affected Management Agreement, excluding any authorized agreements the Manager executed in its name on behalf extension options, multiplied by sixty percent (60%). (i) For purposes of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionallythis Section 4(b), the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.an “Affected Management Agreement” means:

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 15, 16 or 17 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, Agreement but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including including, without limitation, a pro rata portion of the then current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or and unpaid Fees (including, without limitation, a pro rata portion of the then current year’s Incentive Fee Fee, and reimbursements for its expenses to which it is then entitled); (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableAdvisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Annual Average Transferred Assets, the Full Termination Fee or Performance Termination FeeAnnual Average Invested Capital and FFO Per Share for the Company’s fiscal year ended upon the immediately preceding December 31, due upon termination shall be computed and payable within thirty (30ii) days following the date of termination. A copy of all computations Company’s computation of the Management Fees (including, without limitation, a pro rata portion of the then current year’s Incentive Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following payable upon the date of termination. The Management Certificate shall be accompanied by a review of the calculation of the Annual Average Transferred Assets, the Annual Average Invested Capital and FFO Per Share by the Company’s independent certified public accountants. If the annual Fees owed upon termination as shown in the Certificate exceed the Fees paid by the Company upon termination, the Company shall include its check for the deficit and deliver the same to the Advisor with the Certificate. The Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to annual Fees owed upon termination as shown in the Certificate are less than the Fees paid by the Company upon termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee Advisor shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithdifference.

Action Upon Termination. 7.5.1 From and after the effective date of the termination of this Agreement, XXXX shall not be entitled to receive the Credit Support Fee, but will be paid all compensation accruing to and including the date of termination, provided that XXXX shall be entitled to receive the Credit Support Fee with respect to any XXXX-Provided Credit Support that remains outstanding following such date of termination regardless of whether XXXX would have been entitled to receive a Credit Support Fee for such XXXX-Provided Credit Support had this Agreement remained in effect. If there is any draw made on any Net Credit Support following the effective date of the termination of this Agreement, NEE Operating LP shall, or shall cause other members of the NEP Group to, reimburse XXXX for the amount of any such draw, as if such draw had occurred prior to the effective date of the termination of this Agreement and had been subject to Section 2.2 of this Agreement. Further, the obligations of NEE Operating LP under Section 2.2 of this Agreement to return, and to cause other members of the NEP Group to return, Reserved Cash shall survive and continue following the effective date of the termination of this Agreement. 7.5.2 Upon any termination of this Agreement, the Manager XXXX shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableforthwith: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, 7.5.2.1 after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements for its expenses any Support Expenses to which it is then entitled;, repay all Cash Sweep Withdrawals (excluding earnings thereon) held by any member of the Management Group; and (b) 7.5.2.1 deliver to the Trustees NEE Operating LP a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for pursuant to this Agreement, covering the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, last accounting furnished to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for NEE Operating LP. 7.5.3 Upon any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, NEE Operating LP shall, and shall cause the other members of the NEP Group to, obtain Credit Support (without any obligations with respect thereto by XXXX or any member of the Manager Group) to replace, and to arrange for up to one hundred twenty (120) days following the simultaneous cancellation or return of, by the effective date of any termination such termination, all of this Agreement in accordance with the terms hereofoutstanding XXXX-Provided Credit Support. Until such time as all Net Credit Support is so replaced, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer rights of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, XXXX and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee other members of the Manager whom the Manager proposes Group to terminate make Cash Sweep Withdrawals pursuant to Article 3 shall remain in connection with a Covered Termination full force and the Manager shall cooperate with the Company or its designee in connection therewitheffect.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 17 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableimmediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Average Invested Capital and Cash Available for Distribution for the Company’s fiscal year ended upon the immediately preceding December 31, and (ii) the Full Termination Fee or Performance Termination Fee, due Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Fee, Incentive Fee and, to annual Fees owed upon termination as shown in such Certificate exceed the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered Fees paid by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to upon termination, the last year of Company shall include its check for such deficit and deliver the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect same to the year Advisor with such Certificate. If the Annual Fees owed upon termination as shown in which termination occurred, such Certificate are less than the portion of Fees paid by the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompany upon termination, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 18 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital of the Transferred Assets, Annual Average Invested Capital and FFO Per Share for the Full Termination Fee or Performance Termination FeeCompany’s fiscal year ended upon the immediately preceding December 31, due and (ii) the Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicableManager with such Certificate. If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Full Termination Fee or Performance Termination Fee, Manager shall be delivered by the Manager remit to the Company within thirty (30) days following the date of terminationits check in an amount equal to such difference. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith365.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement pursuant to Sections 10, 11, or 12 of this Agreement, the : The Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of this Agreementhereunder, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 10(b) or Section 12(b) hereof, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)Termination Fee. Upon any such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard with respect to the Company and any Subsidiaries; and (ciii) deliver to the Trustees Board all property and documents of the Company and any Subsidiaries then in its the custody or possession. The Management Fee due upon termination of the Manager, provided that the Manager shall be computed permitted to retain copies of such documents for its records, and payable if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5 hereof with respect to the retained documents. (b) If either the Company or the Manager terminates this Agreement pursuant to Section 10 or Section 12 of this Agreement, within thirty (30) days following the date of the notice of termination. The Incentive Fee andEffective Termination Date, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements repurchase all KKR Shares outstanding on the Manager executed in its name on behalf Effective Termination Date at a price equal to the net asset value per share as of the Company and last month of the Manager shall assign to the Company all proprietary information with respect to prior calendar quarter, regardless of any repurchase limitations described in the Company. Additionally’s Governing Agreements, Share Repurchase Plan, Repurchase Arrangement or any other document describing the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithCompany’s repurchase limitations.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 16, 17 or 18 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreementhereunder, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including without limitationsubject to reduction as set forth in the Certificate referred to below. To the extent that any calculations under this Agreement are to be performed on the basis of annual audited, or quarterly or monthly unaudited, financial statements, and if such termination shall become effective on a pro rata portion date other than the end of a year, quarter or month, then such calculations shall nonetheless be performed on the current year’s Incentive Fee (except as otherwise provided below)basis of available financial information. Upon such termination, the Manager Advisor shall cooperate with the Trust and take all reasonable steps requested by the Trust to assist the Trustees in making an orderly transition of the advisory function, including execution of such agreement, certificates or other documents as promptly as practicablethe Trust shall reasonably request. In addition, the Advisor immediately shall: (a) pay over to the Company Trust all monies collected and held for the account of the Company Trust by it pursuant to this Advisory Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of on its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company Trust then in its custody or possession. The Management Fee due amount of Fees, if any, paid to the Advisor upon termination shall be computed determined as follows. On or before the 30th day after termination the Trust shall deliver to the Advisor a Certificate reasonably acceptable to the Advisor and payable within thirty (30) days following the date certified by an authorized officer of the notice Trust setting forth information of termination. The Incentive Fee andthe same type that would be included in Certificates delivered pursuant to Sections 10 and 13 for purposes of calculating Fees, to Total Operating Expenses and the extent applicableLimitation, but calculated for the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following portion of the Trust’s fiscal year ended as of the effective date of termination. A copy To the extent that (i) Fees payable for such period as shown on such Certificate shall exceed (ii) the sum of (A) Fees actually paid for such period plus (B) any amounts required to be refunded by the Advisor with respect to such period pursuant to Section 13 plus (C) all computations credits accumulated by the Trust pursuant to Sections 10 and 13 and not theretofore applied to offset Fees or other amounts hereunder, the Trust shall make a payment to the Advisor in the amount of such excess. To the extent that the amount specified in (i) is less than the amount specified in (ii), the Advisor shall make a payment to the Trust in the amount of such deficit. Any payment to be made upon termination as aforesaid, whether in favor of the Management Fee, Incentive Fee and, to Advisor or the extent applicable, the Full Termination Fee or Performance Termination FeeTrust, shall be delivered bear interest (calculated on the base of a 365-day year) at the rate of interest announced publicly by JPM, in New York, New York, as JPM’s ‘base rate” as of the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the effective date of termination, which interest shall accrue from and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on including the effective date of termination to and excluding the computation date on which the amount of the Incentive Fee such difference shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company fully paid or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithotherwise discharged.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 18 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital, Annual Average Foreign Invested Capital, and FFO Per Share for the Full Termination Fee or Performance Termination FeeCompany’s fiscal year ended upon the immediately preceding December 31, due and (ii) the Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicableManager with such Certificate. If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Full Termination Fee or Performance Termination Fee, Manager shall be delivered by the Manager remit to the Company within thirty (30) days following the date of terminationits check in an amount equal to such difference. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith365.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13 or Section 15(b) of this Agreement, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following the date of the notice of such termination. The Incentive Fee and, to purchase from the extent applicable, Manager the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date right of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to receive the Incentive Compensation. In exchange therefor the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying obligated to pay the Management Fee which would have been earned for Manager a cash purchase price (the full month by a fraction, the numerator of which is the number of days in the portion of such month prior “Cash Price”) equal to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation amount of the Incentive Fee Compensation that would be paid to the Manager if all of the Company’s assets were sold for any partial year prior to terminationcash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the last year of “Fair Market Value”). In the Measurement Period will be deemed event that the Company does not elect to have ended on the effective date of termination and the computation of exercise such option to purchase the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompensation, the Manager shall cooperate with have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Manager. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign are unable to the Companyagree upon an appraisal firm, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to the Company. Additionallyidentity of such third appraiser, the Company or its designee shall have the right to offer employment to any employee either of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager Company may request that the American Arbitration Association (“AAA”) select the third appraiser, which shall cooperate with then be selected by the Company AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee in connection therewithmore than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. (a) From and after the effective date Effective Termination Date of any termination this Agreement pursuant to Sections 10, 11, or 12 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of this Agreementhereunder, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 10(b) or Section 12(b) hereof, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)Termination Fee. Upon any such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard with respect to the Company and any Subsidiaries; and (ciii) deliver to the Trustees Board all property and documents of the Company and any Subsidiaries then in its the custody or possession. The Management Fee due upon termination of the Manager, provided that the Manager shall be computed permitted to retain copies of such documents for its records, and payable if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5 hereof with respect to the retained documents. (b) If either the Company or the Manager terminates this Agreement pursuant to Section 10 or Section 12 of this Agreement, within thirty (30) days following the date of the notice of termination. The Incentive Fee andEffective Termination Date, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements repurchase all EQT AB Group Shares outstanding on the Manager executed in its name on behalf Effective Termination Date at a price equal to the Net Asset Value per share as of the Company and last month of the Manager shall assign to the Company all proprietary information with respect to prior calendar quarter, regardless of any repurchase limitations described in the Company. Additionally’s Governing Agreements, Share Repurchase Plan, Repurchase Arrangement or any other document describing the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithCompany’s repurchase limitations.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 16, 17 or 18 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to such termination (reduced by the effective date amount, if any, of such terminationthe Fees to be refunded by the Advisor pursuant to Section 13 hereof, including without limitation, a which section shall apply pro rata to the applicable portion of the current fiscal year in which termination occurs in the event of a termination occurring at other than the end of the Company’s fiscal year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees (reduced by amounts owed by the Advisor to the Company pursuant to the last paragraph of Section 13 hereof) and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of on its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned Company’s annual audited financial statements for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the fiscal year in which termination occurredoccurs, the Company shall deliver to the Advisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Average Invested Real Estate Assets, Cash Available for Distribution to Shareholders and Funds From Operations for the Company’s fiscal year ended upon the immediately preceding December 31, and (ii) the Company’s computation of the Fees payable upon the date of termination (reduced by the aggregate amount of any excess expenses to be refunded pursuant to Section 13 hereof, which Section shall apply to the applicable portion of the fiscal year in which termination occurredoccurs in the event of a termination occurring at other than the end of the Company’s fiscal year. In addition to other actions on If the annual Fees owed upon termination of this Agreement, for up to one hundred twenty (120) days following as shown in such Certificate exceed the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with Fees paid by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designeeupon termination, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements include its check for such deficit and deliver the Manager executed same to the Advisor with such Certificate. If the Annual Fees owed upon termination as shown in its name on behalf of such Certificate are less than the Fees paid by the Company and upon termination, the Manager Advisor shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the REIT shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following such termination, to purchase from the date Special Limited Partner the right of the notice of termination. The Incentive Fee andSpecial Limited Partner under the Partnership Agreement, to receive certain preferred distributions (the extent applicable"Preferred Incentive Return") pursuant to Section 5.7 of the Partnership Agreement. In exchange therefor the REIT will be obligated to pay the Special Limited Partner a cash purchase price (the "Cash Price") equal to the amount of the Preferred Incentive Return that would be distributed to the Special Limited Partner under the Operating Partnership if all of the Company's assets were sold for cash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following "Fair Market Value"). In the date of termination. A copy of all computations of event that the Management Fee, REIT does not elect to exercise such option to purchase the Preferred Incentive Fee and, to the extent applicableReturn, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee Special Limited Partner shall have the right to offer employment require the REIT to any employee do so at the Cash Price by delivering to the REIT written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the REIT and the Special Limited Partner. If the REIT and the Special Limited Partner are unable to agree upon an appraisal firm, then each of the Manager whom the Manager proposes to terminate in connection with a Covered Termination REIT and the Manager Special Limited Partner shall cooperate with choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the Company appraisals prepared by the two appraisers so selected are the same or its designee differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the identity of such third appraiser, either of the Special Limited Partner and the REIT may request that the American Arbitration Association ("AAA") select the third appraiser, which shall then be selected by the AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in connection therewithno event less than the lower or more than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 16, 17 and 18 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to such termination (reduced by the effective date amount, if any, of such terminationthe Fees to be refunded by the Advisor pursuant to Section 13 hereof, including without limitation, a which section shall apply pro rata to the applicable portion of the current fiscal year in which termination occurs in the event of a termination occurring at other than the end of the Company's fiscal year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Advisory Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees (reduced by amounts owed by the Advisor to the Company pursuant to the last paragraph of Section 13 hereof) and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees Trustee a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned Company's annual audited financial statements for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the fiscal year in which termination occurredoccurs, the Company shall deliver to the Advisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Average Invested Real Estate Assets and Cash Available for Distribution to Shareholders for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees payable upon the date of termination (reduced by the aggregate amount of any excess expenses to be refunded pursuant to Section 13 hereof, which Section shall apply to the applicable portion of the fiscal year in which termination occurredoccurs in the event of a termination occurring at other than the end of the Company's fiscal year). In addition to other actions on If the annual Fees owed upon termination of this Agreement, for up to one hundred twenty (120) days following as shown in such Certificate exceed the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with Fees paid by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designeeupon termination, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements include its check for such deficit and deliver the Manager executed same to the Advisor with such Certificate. If the annual Fees owed upon termination as shown in its name on behalf of such Certificate are less than the Fees paid by the Company and upon termination, the Manager Advisor shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. From and after the effective date of any termination of this Agreement, pursuant to Section 18 hereof, the Manager Advisor shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services further service rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due and reimbursed for services performed prior to all expenses accrued through the effective date of such termination, including without limitationa fee in the event of termination and a proportionate share of any Subordinated Incentive Fee which may be payable pursuant to Section 12(c) as a result of any subsequent maturing, a pro rata disposition, financing or retirement of an investment by the Trust based upon the portion of the current year’s Incentive Fee (except total period that the investment was held by the Trust that the Advisor served as otherwise provided below)investment advisor. Upon The Advisor shall forthwith upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company Trust all monies moneys collected and held for the account of the Company by it Trust pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements reimbursement for its expenses to which it is then entitled; (b) deliver to the Trustees Trust a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums moneys held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesTrust; and (c) deliver to the Trustees Trust all property and documents of the Company Trust then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of terminationAdvisor. The Incentive Fee and, to In consideration for its forgoing the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Asset Management Fee for any partial month prior the initial two years of the operation of the Trust, if, within the first two years of the operation of the Trust, Xxxxx Mortgage Advisors Limited Partnership is terminated as Advisor without cause, Xxxxx Mortgage Advisors Limited Partnership shall receive a fee equal to termination will be computed by multiplying the amount of the Asset Management Fee which would have been earned for paid during the full month by a fractionperiod Xxxxx Mortgage Advisors Limited Partnership served as Advisor, had the numerator of which is Asset Management Fee not been forgone during such period. If within the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation third through fifth years of the Incentive Fee for any partial year prior to termination, the last year operation of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurredTrust, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.Xxxxx Mortgage Advisors Limited Partnership is

Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 1921, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled;; {B1823009; 1} (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Fee and the Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by to the Manager accompanied by payment of the Management Fee and Incentive Fee shown thereon to be due and payable. Upon any termination of this Agreement, all Common Shares previously issued in payment of the Company within thirty (30) days following Incentive Fee shall be fully vested as of the date of termination, except if the Manager acted in bad faith, engaged in willful or wanton misconduct or was grossly negligent, in which case unvested Common Shares issued in payment of the Incentive Fee shall be forfeited and no Incentive Fee shall be due in the year of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationduring which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination of the Manager. (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following such termination, to purchase from the date Special Limited Partner the right of the Special Limited Partner under the Partnership Agreement, to receive certain preferred distributions (the "Preferred Incentive Return") pursuant to Section 5.7 of the Partnership Agreement. In exchange therefor the Company will be obligated to pay the Special Limited Partner a cash purchase price (the "Cash Price") equal to the amount of the Preferred Incentive Return that would be distributed to the Special Limited Partner under the Partnership Agreement if all of the Company's assets were sold for cash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the "Fair Market Value"). In the event that the Company does not elect to exercise such option to purchase the Preferred Incentive Return, the Special Limited Partner shall have the right to require the Company to do so at the Cash Price by delivering to the Company written notice of within twenty (20) days following such termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination Fair Market Value shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, determined by independent appraisal to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month conducted by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based nationally recognized appraisal firm mutually agreed upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Special Limited Partner. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assumeSpecial Limited Partner are unable to agree upon an appraisal firm, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager Special Limited Partner shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to identity of such third appraiser, either of the Company. Additionally, Special Limited Partner and the Company may request that the American Arbitration Association ("AAA") select the third appraiser, which shall then be selected by the AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee shall have more than the right to offer employment to any employee higher of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithfirst two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this Agreement, pursuant to Sections 17, 19 or 20 herein, the Manager Advisor shall not be entitled to no compensation (other than for further services performed after the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder date of the then-current term of this Agreementtermination, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)compensation which may have been earned but deferred. Upon such The Advisor shall promptly upon termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies moneys collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements reimbursement for its expenses to which it is then entitled; (b) deliver to the Trustees Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums moneys held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andDirectors; (c) deliver to the Trustees Directors all property and documents of the Company then in its the custody or possessionof the Advisor except for copies of documents, which the Advisor may keep; and (d) cooperate with the Directors to provide an orderly management transition. The Management Fee due upon termination shall be computed and payable within thirty (30) days following parties to this agreement acknowledge that the date Company has adopted or is soon expected to adopt a Plan of Liquidation pursuant to which the real estate assets of the notice Company are to be sold and the proceeds of terminationthe sale and the other assets, net of liabilities and reserves, are to be distributed to the shareholders of the Company. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination Term of this Agreement will expire on December 31, 2000 subject to earlier termination as provided Section 17 (Term: Termination of Agreement). Accordingly, notwithstanding the foregoing provisions of this Section 21 (Action Upon Termination), the parties agree that if the Company has on or before the expiration of the term of this Agreement distributed in liquidation substantially all of its assets that (i) Advisor will, without further cost or expense to the Company, maintain the records of the Company in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the CompanyAdvisor's customary record retention policies, and for a period of time no less than four years from the Company shall assume, any authorized agreements the Manager executed in its name on behalf expiration of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewiththis Agreement.

Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager RMR shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19subsection 3.2, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager RMR shall as promptly as practicable: (a) pay over practicable deliver to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations the computation of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered to RMR accompanied by payment of the Manager Fee shown thereon to the Company within thirty (30) days following the date of terminationbe due and payable. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationduring which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination or non-renewal of this Agreement, for up to one hundred twenty (120) days following the effective date of any notice of a Covered Termination or any notice of termination of this Agreement in accordance with the terms hereofgiven by RMR, the Manager RMR shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement Services to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager RMR shall assign to the Company, and the Company shall assume, any authorized agreements the Manager RMR executed in its name on behalf of the Company and the Manager RMR shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager RMR whom the Manager RMR proposes to terminate in connection with a the Covered Termination and the Manager RMR shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 16 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including including, without limitation, a pro rata portion of the then current year’s 's Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicableimmediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or and unpaid Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee Fee, and reimbursements for its expenses to which it is then entitled); (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany's annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Transferred Assets, the Full Termination Fee or Performance Termination Annual Average Invested Capital and the FFO Per Share for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee, due ) payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in the Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for the deficit and deliver the same to the extent applicable, Manager with the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of terminationCertificate. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of annual Fees owed upon termination and the computation of the Incentive Fee shall be based upon prior whole years as shown in the Measurement Period and with respect to Certificate are less than the year in which termination occurred, Fees paid by the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompany upon termination, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithdifference.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 17 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 1918, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees Trustee a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital of the Transferred Assets, Annual Average Invested Capital and FFO Per Share for the Full Termination Fee or Performance Termination FeeCompany’s fiscal year ended upon the immediately preceding December 31, due and (ii) the Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of terminationwith such Certificate. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 15, 16 or 17 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, Agreement but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including including, without limitation, a pro rata portion of the then current year’s 's Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or and unpaid Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee Fee, and reimbursements for its expenses to which it is then entitled); (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany's annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicable, Advisor a Certificate reasonably acceptable to the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed Advisor and payable within thirty (30) days following the date of termination. A copy of all computations certified by an authorized officer of the Management Company setting forth (i) the Annual Average Invested Capital and FFO Per Share for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following payable upon the date of termination. The Management Certificate shall be accompanied by a review of the calculation of Annual Average Invested Capital and FFO Per Share by the Company's independent certified public accountants. If the annual Fees owed upon termination as shown in the Certificate exceed the Fees paid by the Company upon termination, the Company shall include its check for the deficit and deliver the same to the Advisor with the Certificate. The Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to annual Fees owed upon termination as shown in the Certificate are less than the Fees paid by the Company upon termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee Advisor shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithdifference.

Action Upon Termination. (a) The Manager shall calculate the applicable Termination Fee within twenty-five (25) days after receipt of the Cause Termination Notice (by Residential), the Change of Control Termination Notice or the Performance Default Event Termination Notice, as applicable, with respect to which such Termination Fee is payable (the “Termination Fee Computation Notice”) and deliver the Termination Fee Computation Notice to the Board of Directors. The Termination Fee Computation Notice, including the calculations contained therein, shall be subject to the review and approval of the Board of Directors, including a majority of the Independent Directors. Upon such delivery, subject to Section 7, payment of such Termination Fee shall be due and payable no later than the date which is twenty (20) Business Days after the Effective Termination Date, unless the Board of Directors disputes the calculation or amount of the Termination Fee Computation within the 20-day period, in which event Residential shall pay to the Manager the amount of the Termination Fee as determined by the Board of Directors, and the balance shall be subject to the procedures set forth in Section 7. (b) From and after the effective date of Effective Termination Date, the Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accruing to the Effective Termination Date (including, without limitation, any termination accrued but unpaid Base Management Fee, Conversion Fee, Incentive Fee and unreimbursed reimbursable expenses) and, if the Manager is so entitled in accordance with the terms of this Agreement, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance applicable Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon any such termination, the Manager shall as promptly as practicableforthwith: (ai) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements reimbursement for its expenses to which it is then entitled, pay over to Residential or any Subsidiary all money collected and held for the account of Residential or a Subsidiary pursuant to this Agreement; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it the Manager and a statement of all sums money held by it for the Manager, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andBoard of Directors with respect to Residential and any Subsidiary; (ciii) deliver to the Trustees Board of Directors all property and documents of the Company Residential and any Subsidiary then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee Manager, without retaining any copies thereof; and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed (iv) cooperate with Residential and payable within thirty (30) days following the date of termination. A copy of all computations any Subsidiary in executing an orderly transition of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date management of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, Residential’s and the denominator of which shall be thirty (30). For purposes of computation each of the Incentive Fee for any partial year prior Subsidiaries’ assets to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination a new manager and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement otherwise in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer direction of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithResidential.

Action Upon Termination. (a) From and after the effective date of any termination of this AgreementEffective Termination Date pursuant to Section 12, the Manager Advisor shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such termination, including including, without limitation, a pro rata portion of the current year’s Incentive any Termination Fee (except as otherwise provided below). Upon due in connection with such termination. On the Effective Termination Date or as promptly thereafter as practicable, the Manager Advisor shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement; (ii) deliver to the Board of Directors a full accounting, after deducting therefrom including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary; and (iii) deliver to the Board of Directors all property and documents of the Company or any accrued Management Subsidiary then in the custody of the Advisor; provided, however, that the Advisor may retain copies of all such information. (b) Upon termination of this Agreement pursuant to Section 12, on the Effective Termination Date or as promptly thereafter as practicable, the Company shall forthwith: (i) pay over to the Advisor all compensation accruing to the date of termination, including, without limitation, any Termination Fee or Incentive Fee and reimbursements due in connection with such termination; and (ii) reimbursement the Advisor for all its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and. (c) deliver to the Trustees all property and documents The obligation of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following to pay the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following survive the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement. In addition, for up to one hundred twenty (120) days following Section 9 and Section 10 shall survive the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithAgreement.

Action Upon Termination. (a) From and after the effective date of any termination of this AgreementAgreement pursuant to Section 11, 12 or 13, the Manager shall not be entitled to no compensation (other than for further services hereunder. If the Full Termination Fee Manager is terminated pursuant to Section 11(b) or the Performance Termination Fee, if applicable13(b) for services rendered hereunder for the remainder or upon liquidation of the then-current term of this AgreementCompany, but it shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fees Accrued Upon Termination. Upon any such termination, the Manager shall as promptly as practicableforthwith: (ai) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee compensation and reimbursements reimbursement for its expenses to which it is then entitled, pay over to each Company Entity all money collected and held for the account of such Company Entity pursuant to this Agreement; (bii) deliver to the Trustees Board a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andBoard with respect to the Company Entities; (ciii) deliver to the Trustees Board all property and documents of the Company Entities then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty of the Manager; and (30iv) days following cooperate with the Company Entities to provide an orderly management transition. (b) Notwithstanding anything in this Agreement to the contrary: (i) On the effective date of termination of this Agreement other than pursuant to Section 13(b) of this Agreement, the notice of termination. The Incentive Fee and, Manager shall repay to the extent applicableCompany the then outstanding principal balance and any accrued and unpaid interest thereon of any line of credit facility then owing by the Manager to the Company; provided, however, in the event this Agreement is terminated pursuant to Section 13(b) of this Agreement, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed then outstanding principal balance and payable within thirty (30) days following the date any accrued and unpaid interest thereon of termination. A copy any line of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered credit facility then owing by the Manager to the Company within thirty (30) days following shall be forgiven in its entirety by the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fractionCompany; provided further, however, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which outstanding principal balance that may be so forgiven shall be thirty not exceed $15,000,000. (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on ii) On the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereoffor any reason, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements all rights, obligations and liabilities of the Manager executed under any outstanding leases for office space or furniture, fixtures and equipment of which the Manager may then be a party, whether as lessee, sublessor, obligor or guarantor, and that relate to the business of the Company (the “Leases”); provided, however, that from and after the time of such assumption, the Manager shall have no rights or privileges with respect to the Leases and shall immediately transfer possession of such office space and fixtures to the Company, with both the Manager and the Company specifically acknowledging and agreeing that there needs to be an orderly transfer of computer and similar electronic equipment that may then be leased in order not to damage or corrupt any electronic data of Manager; provided further, however, the Company shall indemnify and hold harmless the Manager to the fullest extent permitted by law for any Leases so transferred or attempted to be transferred to the Company under this Section 14(b)(ii). (iii) On the effective date of termination of this Agreement for any reason, the Manager shall transfer and convey to the Company at the Company's sole cost and expense, but for no additional consideration to the Manager other than entry into this Agreement (other than reimbursements to the Manager of all expenses and fees incurred related to such transfer and conveyance), all Name Rights; and (iv) Upon delivery by the Company to, and receipt thereof by, the Manager of a Termination Notice given pursuant to Section 11(b) of this Agreement, and subject to the provisions of Section 11(c) of this Agreement or a Cause Termination Notice pursuant to Section 13(a) of this Agreement, the Manager agrees that (x) the Company may contact the employees of Manager and its name on behalf affiliates who have provided services for the benefit of the Company for the purpose of seeking to hire such employees commencing immediately following the Effective Termination Date, (y) the Manager will make such employees available to the Company for purposes of clause (x) of this paragraph during normal business hours so long as such access does not disrupt the ongoing business activities of the Manager, and (z) to the extent permitted by law, the Manager will provide the Company with the compensation and employment personnel records of such employees. Toward this end, the Company and the Manager shall assign acknowledge and agree that there is significant value to the Company all proprietary information with respect to be allowed to contact such employees of the Manager and its affiliates prior to the Effective Termination Date in order to, inter alia, promote an orderly transition of management, know-how, systems and expertise related to the Company's assets, business and operations. AdditionallyIn no event, however, shall the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate interfere with the Company or Manager's obligations and responsibilities to perform its designee in connection therewithduties under this Agreement through the Effective Termination Date.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such terminationtermination and, including without limitationif terminated pursuant to Section 13 or Section 15(b), a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below)applicable Termination Fee. Upon such termination, the Manager shall as promptly as practicableforthwith: (ai) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bii) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (ciii) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possessionof the Manager. The Management Fee due upon termination 577510.02-Wilmington Server 1A MSW - (b) In the event that this Agreement is terminated, the Company shall have the option, to be computed and payable exercised by written notice to the Manager within thirty ten (3010) days following the date of the notice of such termination. The Incentive Fee and, to purchase from the extent applicable, Manager the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date right of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to receive the Incentive Compensation. In exchange therefor the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying obligated to pay the Management Fee which would have been earned for Manager a cash purchase price (the full month by a fraction, the numerator of which is the number of days in the portion of such month prior “Cash Price”) equal to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation amount of the Incentive Fee Compensation that would be paid to the Manager if all of the Company’s assets were sold for any partial year prior to terminationcash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the last year of “Fair Market Value”). In the Measurement Period will be deemed event that the Company does not elect to have ended on the effective date of termination and the computation of exercise such option to purchase the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompensation, the Manager shall cooperate with have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of Manager. If the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign are unable to the Companyagree upon an appraisal firm, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf then each of the Company and the Manager shall assign choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the Company all proprietary information with respect to the Company. Additionallyidentity of such third appraiser, the Company or its designee shall have the right to offer employment to any employee either of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager Company may request that the American Arbitration Association (“AAA”) select the third appraiser, which shall cooperate with then be selected by the Company AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event less than the lower or its designee in connection therewithmore than the higher of the first two appraisals made under this Section 16(b).

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 17 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the pro-rata remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 1918, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro pro-rata portion of the current year’s Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Annual Average Invested Capital and FFO Per Share for the Company’s fiscal year ended upon the immediately preceding December 31, and (ii) the Full Termination Fee or Performance Termination Fee, due Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Feeannual Fees owed upon termination as shown in such Certificate exceed the Fees paid by the Company upon termination, Incentive Fee and, the Company shall include its check for such deficit and deliver the same to the extent applicableManager with such Certificate. If the annual Fees owed upon termination as shown in such Certificate are less than the Fees paid by the Company upon termination, the Full Termination Fee or Performance Termination Fee, Manager shall be delivered by the Manager remit to the Company within thirty (30) days following the date of terminationits check in an amount equal to such difference. The Management Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith365.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, pursuant to Sections 14(b), 14(c), 15, 16 or 17 of this Agreement, the Manager shall not be entitled to no compensation (other than for further services hereunder, except pursuant to any separate written management termination agreement that may hereafter be negotiated by the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreementparties, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed prior accruing to the effective date of such termination, including without limitation, a pro rata portion any Incentive Compensation which may be owed pursuant to Section 7(b) of the current year’s Incentive Fee (except as otherwise provided below)this Agreement. Upon such termination, the Manager shall as promptly as practicableforthwith: (a1) after deducting any accrued compensation and reimbursement for the Operating Expenses to which it is then entitled, pay over to the Company all monies money collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b2) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it, all money held by it and a statement of all sums held Operating Expenses incurred by it for on behalf of the Company, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company to the effective date of termination of this Agreement; (3) pay to the Company all sums set forth on the accounting referenced in Section 18(a)(2) above; and (c4) deliver to the Trustees Board of Directors all property and documents of the Company then in its the custody or possession. The of the Manager. (b) Upon the occurrence of a termination of this Agreement by the Company without cause pursuant to an “Acquisition Event” (as described below), the Company shall pay the Manager, on the date such termination in effective, a termination fee (the “Termination Fee”) equal to the amount of three (3) times the sum of the annualized Base Management Fee due upon termination shall be computed and payable within thirty (30) days following earned by the Manager during the 12-month period immediately preceding the date of the notice of such termination. The Incentive Fee and, obligation of the Company to pay the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following survive the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. From and after the effective date of any termination of this Agreement, the Manager RMR shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 194.2, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager RMR shall as promptly as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees Company a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the TrusteesCompany; and (c) deliver to the Trustees Company all property and documents of the Company then in its custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations the computation of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered to RMR accompanied by payment of the Manager Fee shown thereon to the Company within thirty (30) days following the date of terminationbe due and payable. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationduring which this Agreement was in effect, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination or non-renewal of this Agreement, for up to one hundred twenty (120) days following the effective date of any notice of a Covered Termination or any notice of termination of this Agreement in accordance with the terms hereofgiven by RMR, the Manager RMR shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager RMR shall assign to the Company, and the Company shall assume, any authorized agreements the Manager RMR executed in its name on behalf of the Company and the Manager RMR shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager RMR whom the Manager RMR proposes to terminate in connection with a the Covered Termination and the Manager RMR shall cooperate with the Company or its designee in connection therewith.

Action Upon Termination. (a) From and after the effective date of any termination of this Agreement, the Collateral Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accrued to the date of termination and its pro rata portion of any Incentive Management Fee payable on the Payment Date occurring immediately following such date of termination, as provided in Section 8(c), and shall be entitled to no compensation (other than receive any amounts owing under Sections 7, 8 and 10. For the Full Termination Fee avoidance of doubt, following the resignation or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder removal of the then-current term Collateral Manager, any deferral of this Agreement, but accrued and unpaid Management Fees or any Deferred Management Fees will be treated as if the outgoing Collateral Manager had given notice to the Trustee of the Collateral Manager’s election to receive payment of all of the Deferred Management Fees and shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior payable to the effective date outgoing Collateral Manager on the next Payment Date in accordance with the Priority of such termination, including without limitation, a pro rata portion of Payments and any ongoing discretionary deferral by the current year’s Incentive Fee (except as otherwise provided below)outgoing Collateral Manager shall thereafter terminate and have no further force or effect. Upon such termination, the Collateral Manager shall as promptly soon as practicable: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (bi) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting Issuer or to the Trustees; and (c) deliver to successor collateral manager if so directed by the Trustees Issuer, all property and documents of the Company Trustee or the Issuer or otherwise relating to the Assets then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice Collateral Manager; provided that the Collateral Manager may keep copies of termination. The Incentive Fee any documents required to be retained in compliance with the record keeping requirements of the Advisers Act; and, (ii) deliver to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and Trustee an accounting with respect to the year in which termination occurredbooks and records delivered to the Trustee or the successor collateral manager appointed pursuant to Sections 12(e), (f) and (g). Notwithstanding such termination, the portion Collateral Manager shall remain liable for its acts or omissions hereunder to the extent set forth in Section 10 arising prior to termination and for any expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising out of a breach of the year representations and warranties made by the Collateral Manager in which termination occurredSection 17(b) or from any failure of the Collateral Manager to comply with the provisions of this Section 14 or its obligations under Section 2(h)(i) and Section 6 (with respect to confidentiality). In addition to other actions on termination of The Collateral Manager agrees that, notwithstanding any termination, it shall reasonably cooperate in any Proceeding arising in connection with this Agreement, for up to one hundred twenty the Indenture or any of the Assets (120excluding any such Proceeding in which claims are asserted against the Collateral Manager) days following upon receipt of appropriate indemnifications and expense reimbursement. (b) The Issuer agrees that it shall give the effective date Rating Agency then rating the Rated Debt notice of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer resignation or removal of the management and real estate investment services provided Collateral Manager under this Agreement to employees and of the Company or to its designee, including, but not limited to the transfer appointment of bookkeeping and accounting functions and legal and regulatory compliance and reportingany successor collateral manager. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.|US-DOCS\153065469.7||

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Section 16 hereof, the Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableimmediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Manager upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany’s annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableManager a Certificate reasonably acceptable to the Manager and certified by an authorized officer of the Company setting forth (i) the Average Invested Capital and Cash Available for Distribution for the Company’s fiscal year ended upon the immediately preceding December 31, and (ii) the Full Termination Fee or Performance Termination Fee, due Company’s computation of the Fees payable upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of If the Management Fee, Incentive Fee and, to annual Fees owed upon termination as shown in such Certificate exceed the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered Fees paid by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to upon termination, the last year of Company shall include its check for such deficit and deliver the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect same to the year Advisor with such Certificate. If the Annual Fees owed upon termination as shown in which termination occurred, such Certificate are less than the portion of Fees paid by the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereofCompany upon termination, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 16, 17 or 18 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to such termination (reduced by the effective date amount, if any, of such terminationthe Fees to be refunded by the Advisor pursuant to Section 13 hereof, including without limitation, a which section shall apply pro rata to the applicable portion of the current fiscal year in which termination occurs in the event of a termination occurring at other than the end of the Company's fiscal year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee Fees (reduced by amounts owed by the Advisor to the Company pursuant to the last paragraph of Section 13 hereof) and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of on its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned Company's annual audited financial statements for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the fiscal year in which termination occurredoccurs, the Company shall deliver to the Advisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Average Invested Real Estate Assets, Cash Available for Distribution to Shareholders and Funds From Operations for the Company's fiscal year ended upon the immediately preceding December 31, and (ii) the Company's computation of the Fees payable upon the date of termination (reduced by the aggregate amount of any excess expenses to be refunded pursuant to Section 13 hereof, which Section shall apply to the applicable portion of the fiscal year in which termination occurredoccurs in the event of a termination occurring at other than the end of the Company's fiscal year. In addition to other actions on If the annual Fees owed upon termination of this Agreement, for up to one hundred twenty (120) days following as shown in such Certificate exceed the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with Fees paid by the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designeeupon termination, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements include its check for such deficit and deliver the Manager executed same to the Advisor with such Certificate. If the Annual Fees owed upon termination as shown in its name on behalf of such Certificate are less than the Fees paid by the Company and upon termination, the Manager Advisor shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithsuch difference.

Action Upon Termination. From and after the effective date of any termination of this AgreementAgreement pursuant to Sections 15, 16 or 17 hereof, the Manager Advisor shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, Agreement but shall be paid, on a pro rata basis as set forth in this Section 19basis, all compensation due for services performed prior to the effective date of such termination, including including, without limitation, a pro rata portion of the then current year’s 's Incentive Fee (except as otherwise provided below)Fee. Upon such termination, the Manager shall as promptly as practicableAdvisor immediately shall: (a) pay over to the Company all monies collected and held for the account of the Company by it pursuant to this Agreement, after deducting therefrom any accrued Management Fee or and unpaid Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee Fee, and reimbursements for its expenses to which it is then entitled); (b) deliver to the Trustees a full and complete accounting, including a statement showing all sums collected by it and a statement of all sums held by it for the period commencing with the date following the date of its last accounting to the Trustees; and (c) deliver to the Trustees all property and documents of the Company then in its custody or possession. The Management Fee due amount of Fees paid to the Advisor upon termination shall be computed and payable within thirty (30) days subject to adjustment pursuant to the following mechanism. On or before the date 30th day after public availability of the notice of termination. The Incentive Fee andCompany's annual audited financial statements for the fiscal year in which termination occurs, the Company shall deliver to the extent applicableAdvisor a Certificate reasonably acceptable to the Advisor and certified by an authorized officer of the Company setting forth (i) the Annual Average Transferred Assets, the Full Termination Fee or Performance Termination FeeAnnual Average Invested Capital and FFO Per Share for the Company's fiscal year ended upon the immediately preceding December 31, due upon termination shall be computed and payable within thirty (30ii) days following the date of termination. A copy of all computations Company's computation of the Management Fees (including, without limitation, a pro rata portion of the then current year's Incentive Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following payable upon the date of termination. The Management Certificate shall be accompanied by a review of the calculation of the Annual Average Transferred Assets, the Annual Average Invested Capital and FFO Per Share by the Company's independent certified public accountants. If the annual Fees owed upon termination as shown in the Certificate exceed the Fees paid by the Company upon termination, the Company shall include its check for the deficit and deliver the same to the Advisor with the Certificate. The Incentive Fee for any partial month prior to termination fiscal year will be computed determined by multiplying the Management Incentive Fee which would have been earned for such year (assuming this Agreement were in effect for the full month entire year) by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of terminationyear during which this Agreement was in effect, and the denominator of which shall be thirty (30)365. For purposes of computation of If the Incentive Fee for any partial year prior to annual Fees owed upon termination as shown in the Certificate are less than the Fees paid by the Company upon termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee Advisor shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign remit to the Company all proprietary information with respect its check in an amount equal to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewithdifference.

Action Upon Termination. From and (a) Except as otherwise set forth in Section 4(b), the Property Manager shall not be entitled to compensation after the effective date of any termination of this Agreement for further services performed under this Agreement or the Management Agreements, but shall be paid all compensation accruing to the date of termination. Upon termination of this Agreement, the Property Manager shall be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for services rendered hereunder for the remainder of the then-current term of this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, all compensation due for services performed prior to the effective date of such termination, including without limitation, a pro rata portion of the current year’s Incentive Fee (except as otherwise provided below). Upon such termination, the Manager shall as promptly as practicableshall: (ai) pay over to the Company Company, on behalf of the Property Owners, all monies money collected and held for the account of the Company by it pursuant to this Agreement and each Management Agreement, after deducting therefrom any accrued Management Fee compensation and reimbursement for costs, expenses (including sale costs, expenses, severance packages and stay bonuses payable under Sections 2(e) and 2(f), but for the avoidance of doubt, such costs, expenses, severance packages and stay bonuses are only payable in connection with the sale of a Property or Incentive Fee and reimbursements for its expenses Properties), to which it the Property Manager is then entitled; (bii) deliver to the Trustees Board of Directors of the Company a full and complete accounting, including a statement showing all sums payments collected by it the Property Manager and a statement of all sums money held by it for the Property Manager, covering the period commencing with the date following the date of its the last accounting furnished to the Trustees; andBoard of Directors of the Company; (ciii) deliver to the Trustees Board of Directors of the Company all property and documents of the Company then in its the custody or possession. The Management Fee due upon termination shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee Property Manager; and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30iv) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially the Property Owners and take all reasonable efforts steps requested by the Company to facilitate the assist it in making an orderly transfer transition of the management and real estate investment services provided functions performed by the Property Manager. (b) In addition to the compensation to be paid to the Property Manager under Section 4(a)(i), if this Agreement is terminated as a result of a Change of Control, the Property Manager shall be paid a termination fee equal to employees sixty percent (60%) of the Company or to its designee, including, but not limited average applicable monthly management fee that would otherwise have been paid to the transfer Property Manager under each Affected Management Agreement (as defined herein). The termination fee shall be calculated by using the average Gross Income for the immediately preceding three full calendar months of bookkeeping each Affected Management Agreement and accounting functions and legal and regulatory compliance and reporting. In connection therewithmultiplying that average by the applicable monthly management fee under Section 2(b), multiplied by the Manager shall assign to number of whole months remaining in the Companyterm of each Affected Management Agreement, and the Company shall assumeexcluding any extension options, any authorized agreements the Manager executed in its name on behalf multiplied by sixty percent (60%). (i) For purposes of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionallythis Section 4(b), the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.an “Affected Management Agreement” means:

Action Upon Termination. From and after the effective date of any termination of this Agreement, pursuant to Sections 14 or 16 of this Agreement, the Manager shall not be entitled to no compensation (other than the Full Termination Fee or the Performance Termination Fee, if applicable) for further services rendered hereunder for the remainder of the then-current term of under this Agreement, but shall be paid, on a pro rata basis as set forth in this Section 19, paid all compensation due for services performed accruing to the date of termination. In addition, if this Agreement is terminated pursuant to Section 16(b) hereof or not renewed pursuant to Section 14(b) hereof (subject to Section 14(c) hereof) and as of the date of termination, the Company has raised Total Equity (including equity invested by iStar and its affiliates), since the Company’s inception, of at least $820.0 million, the Company shall be obligated to pay the Manager the Termination Fee. The Termination Fee shall be paid in cash on or before the date of termination; provided, however, that not later than 30 days prior to the effective date of such termination, including without limitation, a pro rata portion the Company may elect (by the determination of the current year’s Incentive Independent Directors), by written notice to the Manager, to defer the payment of up to 50% of the Termination Fee for up to six months (except as otherwise provided belowthe “Deferred Termination Fee”). The Deferred Termination Fee shall bear interest accruing from the date of termination until paid at the annual rate of 8.0%. The Company shall pay the Deferred Termination Fee together with such interest to the Manager in cash on or before the six month anniversary of the date of termination. Upon such termination, the Manager shall as promptly as practicablepromptly: (a) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all monies money collected and held for the account of the Company by it or a Subsidiary pursuant to this Agreement, after deducting therefrom any accrued Management Fee or Incentive Fee and reimbursements for its expenses to which it is then entitled; (b) deliver to the Trustees Board of Directors a full and complete accounting, including a statement showing all sums payments collected by it and a statement of all sums money held by it for it, covering the period commencing with the date following the date of its the last accounting furnished to the TrusteesBoard of Directors with respect to the Company or a Subsidiary; and (c) deliver to the Trustees Board of Directors all property and documents of the Company or any Subsidiary then in its the custody or possession. The Management Fee due upon termination control of the Manager, all of which are and shall be computed and payable within thirty (30) days following the date of the notice of termination. The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination. A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination. The Management Fee for any partial month prior to termination will be computed by multiplying the Management Fee which would have been earned for the full month by a fraction, the numerator of which is the number of days in the portion of such month prior to the date of termination, and the denominator of which shall be thirty (30). For purposes of computation of the Incentive Fee for any partial year prior to termination, the last year of the Measurement Period will be deemed to have ended on the effective date of termination and the computation of the Incentive Fee shall be based upon prior whole years in the Measurement Period and with respect to the year in which termination occurred, the portion of the year in which termination occurred. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the effective date of any termination of this Agreement in accordance with the terms hereof, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookkeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company. Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with a Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith’s property.