Common use of Removal of the Manager Clause in Contracts

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i1) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii2) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common StockUnits, excluding from such calculation any shares of Company Common Stock Units owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stockthe LLC Interests, excluding from such calculation any shares of Company Common Stock LLC Interests owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA IBF who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement Manager may be terminated upon notice of the Board of Directors of removed by the Company only at any time, if: (a) (i) a majority of the Company’s Board of Directors vote to terminate this Agreement, and (ii) the holders of at least a majority of the then outstanding Common Shares (other than Common Shares beneficially owned by the Manager) vote to terminate this Agreement; (b) neither Axxxxx X. Xxxxxx, Txxxxxx X. Xxxxx nor their designated successors, heirs, beneficiaries or permitted assigns control the Manager, and such change occurred without the prior written consent of the Company’s Board of Directors; (c) there is a finding by a court of competent jurisdiction in a final, non-appealable order that (i) the Performance Test Return Manager materially breached the terms of this Agreement and such breach continued unremedied for sixty (as calculated by 60) days after the Manager and approved by received written notice from the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than Company setting forth the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as terms of such Fiscal Quarter End Date (which approval shall not be unreasonably withheldbreach, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (Ax) acted with gross negligence, willful misconduct, bad faith or reckless disregard of in performing its duties in carrying out its and obligations under this Agreement or (By) engaged in fraudulent or dishonest acts.acts in connection with the business and operations of the Company; (bd) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of (i) the Manager has been convicted of a felony under Federal or State law, (ii) the Company’s Board of Directors finds that the Manager is demonstrably and Manager Affiliates within MIRA who are materially incapable of performing its duties and obligations under this Agreement, and (iii) the services that are the subject holders of this Agreement will cease work at the date least sixty-six and two-thirds percentage (66 ⅔%) of the Manager’s termination or at any then outstanding Common Shares (other time as determined than Common Shares beneficially owned by the Manager) vote to terminate this Agreement; or (i) there is a finding by a court of competent jurisdiction that the Manager has (x) engaged in fraudulent or dishonest acts in connection with the business or operations of the Company or (y) gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under this Agreement, and (ii) the holders of at least sixty-six and two-thirds percentage (66 ⅔%) of the then outstanding Common Shares (other than Common Shares beneficially owned by the Manager) vote to terminate this Agreement.

Removal of the Manager. (a) The Manager’s 's appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Trust Stock, excluding from such calculation any shares of Company Common Trust Stock owned by the Manager or any Manager Macquarie Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s 's appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager its Affiliates within MIRA ISF who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s 's termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i1) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii2) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common StockUnits, excluding from such calculation any shares of Company Common Stock Units owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:Law (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement Manager may be terminated upon notice of the Board of Directors of removed by the Company only at any time, if: (a) (i) a majority of the Company’s Board of Directors vote to terminate this Agreement, and (ii) the holders of at least a majority of the then outstanding voting stock (other than voting stock beneficially owned by the Manager) vote to terminate this Agreement; (b) neither Xxxxxx X. Xxxxxxx nor his designated successor, heirs, beneficiaries or permitted assigns control the Manager, and such change occurred without the prior written consent of the Company’s Board of Directors; (c) there is a finding by a court of competent jurisdiction in a final, non-appealable order that (i) the Performance Test Return Manager materially breached the terms of this Agreement and such breach continued unremedied for sixty (as calculated by 60) days after the Manager and approved by received written notice from the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than Company setting forth the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as terms of such Fiscal Quarter End Date (which approval shall not be unreasonably withheldbreach, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (Ax) acted with gross negligence, willful misconduct, bad faith or reckless disregard of in performing its duties in carrying out its and obligations under this Agreement or (By) engaged in fraudulent or dishonest acts.acts in connection with the business and operations of the Company; (bd) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of (i) the Manager has been convicted of a felony under Federal or State law, (ii) the Company’s Board of Directors finds that the Manager is demonstrably and Manager Affiliates within MIRA who are materially incapable of performing its duties and obligations under this Agreement, and (iii) the services that are the subject holders of this Agreement will cease work at the date least sixty-six and two-thirds percentage (66 ⅔%) of the Manager’s termination or at any then outstanding voting stock (other time as determined than voting stock beneficially owned by the Manager) vote to terminate this Agreement; or (i) there is a finding by a court of competent jurisdiction that the Manager has (x) engaged in fraudulent or dishonest acts in connection with the business or operations of the Company or (y) acted with gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under this Agreement, and (ii) the holders of at least sixty-six and two-thirds percentage (66 ⅔%) of the then outstanding voting stock (other than voting stock beneficially owned by the Manager) vote to terminate this Agreement.

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager;) (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s appointment and this Agreement Manager may be terminated upon notice of the Board of Directors of removed by the Company only at any time, if: (a) (i) a majority of the Company’s Board of Directors vote to terminate this Agreement, and (ii) the holders of at least a majority of the then outstanding Common Shares (other than Common Shares beneficially owned by the Manager) vote to terminate this Agreement; (b) neither Axxxxx X. Xxxxxx, Txxxxxx X. Xxxxx nor their designated successors, heirs, beneficiaries or permitted assigns control the Manager, and such change occurred without the prior written consent of the Company’s Board of Directors; (c) there is a finding by a court of competent jurisdiction in a final, non-appealable order that (i) the Performance Test Return Manager materially breached the terms of this Agreement and such breach continued unremedied for sixty (as calculated by 60) days after the Manager and approved by received written notice from the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than Company setting forth the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as terms of such Fiscal Quarter End Date (which approval shall not be unreasonably withheldbreach, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (Ax) acted with gross negligence, willful misconduct, bad faith or reckless disregard of in performing its duties in carrying out its and obligations under this Agreement or (By) engaged in fraudulent or dishonest acts.acts in connection with the business and operations of the Company; (bd) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of (i) the Manager has been convicted of a felony under Federal or State law, (ii) the Company’s Board of Directors finds that the Manager is demonstrably and Manager Affiliates within MIRA who are materially incapable of performing its duties and obligations under this Agreement, and (iii) the services that are the subject holders of this Agreement will cease work at the date least sixty-six and two-thirds percentage (66 2/3%) of the Manager’s termination or at any then outstanding Common Shares (other time as determined than Common Shares beneficially owned by the Manager) vote to terminate this Agreement; or (i) there is a finding by a court of competent jurisdiction that the Manager has (x) engaged in fraudulent or dishonest acts in connection with the business or operations of the Company or (y) gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under this Agreement, and (ii) the holders of at least sixty-six and two-thirds percentage (66 2/3%) of the then outstanding Common Shares (other than Common Shares beneficially owned by the Manager) vote to terminate this Agreement.

Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Trust Stock, excluding from such calculation any shares of Company Common Trust Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA ISF who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

Removal of the Manager. (a) The Manager’s 's appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of shares of Company Common Trust Stock, excluding from such calculation any shares of Company Common Trust Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager; (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts. (b) If the Manager’s 's appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within MIRA ISF who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s 's termination or at any other time as determined by the Manager.

Removal of the Manager. The Company’s Board of Directors may terminate this Agreement and the Manager’s appointment if, at any time; (a) The Manager’s appointment and this Agreement may be terminated upon notice (i) a majority of the Company’s Board of Directors of the Company only if: (i) the Performance Test Return (as calculated by the Manager vote to terminate this Agreement and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both: (A) less than the number calculated by: (i) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or (ii) multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of at least a minimum majority of 66 2/3% of shares of Company Common Stock, excluding from such calculation any shares of Company Common Stock the then outstanding Trust Shares (other than Trust Shares beneficially owned by the Manager or any Manager Affiliate, its Affiliates) vote to remove terminate this Agreement; provided that the Manager;Company gives the Manager at least 180 days prior written notice of such termination. (b) there is a finding by a court of competent jurisdiction in a final, non-appealable order that (i) the Manager materially breached the terms of this Agreement and such breach continued unremedied for sixty (60) days after the Manager received written notice from the Company setting forth the terms of such breach, or (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or (D) makes a general assignment for the benefit of its creditors; (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Manager in an involuntary case; (B) appoints a Custodian of the Manager or for all or substantially all of its property; or (C) orders the liquidation of the Manager; and the order or decree remains unstayed and in effect for 90 days; (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or (v) the Manager shall have (Ax) acted with gross negligence, willful misconduct, bad faith or reckless disregard of in performing its duties in carrying out its and obligations under this Agreement or (By) engaged in fraudulent or dishonest acts.acts in connection with the business and operations of the Company; (bc) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of (i) the Manager has been convicted of a felony under Federal or State law, (ii) the Company’s Board of Directors finds that the Manager is demonstrably and Manager Affiliates within MIRA who are materially incapable of performing its duties and obligations under this Agreement, and (iii) the services that are the subject holders of this Agreement will cease work at the date least sixty-six and two-thirds percentage (66 2/3%) of the Manager’s termination or at any then outstanding Trust Shares (other time as determined than Trust Shares beneficially owned by the Manager) vote to terminate this Agreement; or (d) (i) there is a finding by a court of competent jurisdiction that the Manager has (x) engaged in fraudulent or dishonest acts in connection with the business or operations of the Company or (y) gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under this Agreement, and (ii) the holders of at least sixty-six and two-thirds percentage (66 2/3%) of the then outstanding Trust Shares (other than Trust Shares beneficially owned by the Manager) vote to terminate this Agreement.