Common use of Resignation and Termination Clause in Contracts

Resignation and Termination. 14.1 This Agreement shall continue and remain in force unless and until terminated by a party giving to all other parties not less than 90 days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if any other party shall: (A) commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party requiring it so to do; or (B) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 11.1 This Agreement shall continue and remain in force unless and until terminated by a party giving to all other parties not less than ninety 90 days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if the Manager (where the Notifying Party is not the Manager) or any of the other party parties (where the Notifying Party is the Manager) shall: (Aa) commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party requiring it so to do; or (Bb) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 11.2 As soon as a written notice has been served by a Notifying Party pursuant to Clause 11.1 (excluding (a) and (b) of that clause), the Company and the Manager will cooperate to ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice during the 90 day period. 11.3 Notwithstanding the foregoing provisions of this Clause 14Clause, this Agreement will terminate automatically upon automatically: (i) if the termination Manager ceases to be able, permitted or authorised to fulfill its obligations under this Agreement as a result of any change in any applicable laws or regulations (ii) on the date on which the Manager ceases to be registered as an excluded person with CIMA for whatever reason the purposes of SIBL; (iii) the date on which the Securities and Futures Commission (the “SFC”) suspends the Investment Management Agreement. 14.3 Notwithstanding Advisor’s licence to carry on type 4 (advising on securities) and 9 (asset management) regulated activities licensed by the foregoing provisions SFC under the Securities and Futures Ordinance of this Clause 14 this Agreement may be terminated forthwith: Hong Kong (Athe “Licence”); or (iv) if the date on which the Investment Advisor ceases to be appropriately authorised by hold the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of PortfolioLicence. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 11.4 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor Manager as soon as practicable. 14.6 11.5 Upon termination in accordance with this Clause 14Clause, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 1310, 1914, 2925, 30 26 and 31 27 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 11.1 This Agreement shall continue and remain in force unless and until terminated by a mutual agreement by the parties or by any party giving to all the other parties party not less than 90 ninety (90) days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if any ) to the other party shall(the “Receiving Party”) if: (Aa) commit the Receiving Party commits any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 thirty (30) days of receipt of written notice from the Notifying Party requiring it so to do; or (Bb) be the Receiving Party is being liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 11.2 As soon as a written notice has been served by a Notifying Party pursuant to Clause 11.1, the Company acting for and on behalf of the Partnership, and the Manager will cooperate to ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice during the 30 day period. 11.3 Notwithstanding the foregoing provisions of this Clause 1411, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: automatically: (Ai) if the Investment Advisor Manager otherwise ceases to be appropriately able, permitted or authorised by to fulfill its obligations under this Agreement as a result of any change in any applicable laws or regulations; or (ii) on the SFC; (B) by date on which the Investment Advisor giving written notice Manager ceases to the other parties hereto if the SFC requires the Investment Advisor to cease acting be registered with CIMA as the Investment Advisor of Portfolioa “registered person”. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 11.4 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor Manager as soon as practicable. 14.6 11.5 Upon termination in accordance with this Clause 14Clause, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 1310, 1914, 2925, 30 26 and 31 27 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This Agreement During the Option Period, the Manager may resign upon 30 days prior notice to the other Party. Such resignation shall continue automatically terminate the Option and remain the Venture and the provisions of Sections 3.5 and 3.7 hereof shall apply mutatis mutandis to such termination; likewise, the termination of the Option by Osisko pursuant to the relevant provisions of Article 3, shall result in force unless and until terminated by a party giving the automatic resignation of the Manager. The Manager may resign upon 60 days prior notice to all the other parties not less than 90 days’ written notice PROVIDED THAT this Agreement Party, in which case the other Party may be terminated forthwith elect to become the new Manager by notice in writing by a party (to the “Notifying Party”)resigning Party within 30 days after the receipt of the notice of resignation. Furthermore, if any of the following events shall occur, the Manager shall be deemed to have resigned, within 30 days following any of the events described in subsections (a), (b) and (c) and promptly following the events described in subsections (d), (e) and (f), unless the other party shallParty elects to maintain the Manager in such capacity notwithstanding such event: (Aa) commit any the Participating Interest of the Manager becomes less than 50%; or (b) the Manager fails to perform a material breach of its obligations obligation imposed upon it under this Agreement and if such breach is capable failure continues for a period of being made good, shall fail to make good such breach within 30 60 days of receipt of written after notice from the Notifying non-managing Party requiring it so to dodemanding performance; or (Bc) be liquidated the Manager fails to pay or dissolved contest in good faith any bills on behalf of the Venture within 90 days after they are due, provided such failure materially adversely affects the use of the Project; or (except d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Manager’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager; or (e) the Manager commences a voluntary liquidation case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a voluntary dissolution receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the purposes benefit of reconstruction creditors or amalgamation upon terms previously approved in writing by the Notifying Party) makes an arrangement with creditors; or be unable fails generally to pay its or the Venture debts as they fall due such debts become due; or commit takes corporate or other action in furtherance of any act of bankruptcy the foregoing; or (f) entry is made against the Manager of an order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under the laws any applicable bankruptcy, insolvency or other similar Law of any jurisdiction to which that party may be subject now or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation hereafter in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This Agreement shall continue and remain The Manager may resign upon 60 days¶prior notice to the other Party, in force unless and until terminated by a party giving which case the other Party may elect to all other parties not less than 90 days’ written notice PROVIDED THAT this Agreement may be terminated forthwith become the new Manager by notice in writing by a party (to the “Notifying Party”)resigning Party within 30 days after the receipt of the notice of resignation. Furthermore, if any of the following events shall occur, the Manager shall be deemed to have resigned, within 30 days following any of the events described in Section 9.5(a), Section 9.5(b), and Section 9.5(c) and promptly following the events described in Section 9.5(d), Section 9.5(e), and Section 9.5(f), unless the other party shallParty elects to maintain the Manager in such capacity notwithstanding such event: (Aa) commit any the Participating Interest of the Manager becomes less than 50%; (b) the Manager fails to perform a material breach of its obligations obligation imposed upon it under this Agreement and if such breach is capable failure continues for a period of being made good, shall fail to make good such breach within 30 60 days of receipt of written after notice from the Notifying non-managing Party requiring it so demanding performance; (c) the Manager fails to dopay or contest in good faith any bills on behalf of the Venture within 90 days after they are due, provided such failure materially adversely affects the use of the Project; (d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Manager¶s assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager; (e) the Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors or makes an arrangement with creditors; or fails generally to pay its or the Venture debts as such debts become due; or takes corporate or other action in furtherance of any of the foregoing; or (Bf) be liquidated entry is made against the Manager of an order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws other similar Law of any jurisdiction to which that party may be subject now or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation hereafter in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 15.1 This Agreement shall continue and remain in force unless and until terminated by a party the Fund, the Master Fund or the Investment Manager, as the case may be, giving to all the other parties not less than 90 days’ written notice PROVIDED THAT this Agreement may be terminated determined forthwith by notice in writing by a party the Fund, the Master Fund or the Investment Manager, as the case may be, (“the “Notifying Partynotifying party”), if any of the other party shall:parties shall:- (A) commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party notifying party requiring it so to do; or (B) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Partynotifying party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 15.2 On termination of this Agreement, the Investment Advisor Manager shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 15.3 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor Manager as soon as practicable. 14.6 15.4 Upon termination in accordance with this Clause 1415, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 1314.4, 19, 29, 30 20 and 31 26 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 11.1 This Agreement shall continue and remain in force unless and until terminated by a party giving to all other parties not less than 90 thirty [90] days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if the Manager (where the Notifying Party is not the Manager) or any of the other party parties (where the Notifying Party is the Manager) shall: (Aa) commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 [30] days of receipt of written notice from the Notifying Party requiring it so to do; or (Bb) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 11.2 As soon as a written notice has been served by a Notifying Party pursuant to Clause [11.1] (excluding (a) and (b) of that clause), the Company acting for and on behalf of the Segregated Portfolio, and the Manager will cooperate to ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice during the 30 day period. 11.3 Notwithstanding the foregoing provisions of this Clause 14Clause, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: automatically: (Ai) if the Investment Advisor Advisory Agreement terminates or if the Manager otherwise ceases to be appropriately able, permitted or authorised to fulfill its obligations under this Agreement as a result of any change in any applicable laws or regulations (ii) on the date on which the Manager ceases to hold a licence by the SFC; Cayman Islands Monetary Authority to carry on asset management activities; or (Biii) by the Investment Advisor giving written notice date on which the Cayman Islands Monetary Authority suspends the Manager’s licence to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfoliocarry on asset management activities. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 11.4 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor Manager as soon as practicable. 14.6 11.5 Upon termination in accordance with this Clause 14Clause, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 1310, 1914, 2924, 30 25 and 31 26 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This (a) At any time, upon sixty (60) days' prior written notice, the Servicer or the Custodian may resign as Servicer or Custodian, or the Owner or the Lender may terminate the appointment of the Servicer or the Custodian under this Agreement; provided, that neither the resignation nor the termination of -------- the Servicer or the Custodian shall be effective until a successor thereto has been appointed by the Owner and approved by the Lender. (b) The Servicing Advisor may not resign as servicing advisor and neither the Owner nor the Lender may terminate the appointment of the Servicing Advisor under this Agreement; provided, however, that in the event the Servicing Advisor has breached its duties and obligations under this Agreement, the Lender may terminate the appointment of the Servicing Advisor under this Agreement upon sixty (60) days' prior written notice to the other parties. Any such termination shall continue not be effective until a successor has been appointed by the Lender. (c) If the Servicer, the Custodian or the Servicing Advisor gives notice of its ------------------- /2/ Certain information has been deleted from this document where denoted by asterisks, and remain has been filed separately with the Commission. The Company has requested confidential treatment for such omitted information. resignation (with respect to the Servicer or the Custodian) or has received notice of its termination pursuant to this Section 8 and by the twentieth day before the expiration of such sixty day notice period a successor has not been appointed by the Owner and approved by the Lender or, in force unless the case of the Servicing Advisor, appointed by the Lender, such Servicer, Custodian or Servicing Advisor, as the case may be, may itself, following consultation with the Owner and until terminated the Lender as may be practicable under the circumstances, appoint as its successor an entity that (i) is experienced in servicing commercial loans and loans to franchisees, taking into account such experience of the Servicer, the Custodian and the Servicing Advisor, as applicable, and, with respect to the Servicer, (ii) has a net worth of at least $100,000,000. (d) Upon acceptance of any appointment as Servicer, Custodian or Servicing Advisor hereunder by a party giving successor thereto, such successor shall be entitled to receive from the retiring Servicer, Custodian or Servicing Advisor, as applicable, such documents of transfer and assignment as such successor may reasonably request, and shall thereupon succeed to and become vested with all other parties not less than 90 days’ written notice PROVIDED THAT this Agreement may rights, powers, privileges and duties of the retiring Servicer, Custodian or Servicing Advisor, and the retiring Servicer, Custodian or Servicing Advisor shall be terminated forthwith by notice in writing by a party (the “Notifying Party”), if any other party shall: (A) commit any material breach of discharged from its duties and obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party requiring it so to do; or (B) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled liable for the acts or omissions of any such successor. (e) Any payments with respect to compensation in Collateral Loans received by the Servicer or the Custodian or the Servicing Advisor subsequent to (or with respect to any period subsequent to) the termination or resignation of such termination. 14.5 Termination of this Agreement Servicer, Custodian or Servicing Advisor hereunder shall be without prejudice promptly remitted by it to the completion Owner. Each of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14Servicer, the Custodian and the Servicing Advisor shall cooperate fully with the Owner in effectuating the termination of its responsibilities and rights hereunder and obligations of the parties under this Agreement shall terminate promptly provide all documents and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effectrecords reasonably necessary to enable its successor to assume its functions hereunder. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This Agreement shall continue and remain in force unless and until terminated by After the formation of the Joint Venture, the Manager may resign upon a party giving to all other parties not less than 90 days’ 60-day prior written notice PROVIDED THAT this Agreement to the non-managing Party, in which case the non-managing Party may be terminated forthwith elect to become the new Manager by written notice in writing by a party (to the “Notifying Party”)resigning Manager within 30 days after the receipt of the notice of resignation. Furthermore, if any other party shallof the following events shall occur, the Manager shall be deemed to have resigned, within 45 days following any of the events described in subsections (a), (b) and (c) and promptly following the events described in subsections (d), (e) and (f), unless the non-managing Party elects to maintain the Manager in such capacity notwithstanding such event: (Aa) commit any the Participating Interest of the Manager becomes less than 40%; or (b) the Manager fails to perform a material breach of its obligations obligation imposed upon it under this Agreement and if such breach is capable failure continues for a period of being made good, shall fail to make good such breach within 30 60 days of receipt of written after notice from the Notifying non-managing Party requiring it so to dodemanding performance; or (Bc) be liquidated the Manager fails to pay or dissolved contest in good faith any bills on behalf of the Joint Venture within 60 days after they are due, provided such failure materially adversely affects the use of the Property; or (except d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Manager’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager; or (e) the Manager commences a voluntary liquidation case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a voluntary dissolution receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the purposes benefit of reconstruction creditors or amalgamation upon terms previously approved in writing by the Notifying Party) makes an arrangement with creditors; or be unable fails generally to pay its or the Joint Venture debts as they fall due such debts become due; or commit takes corporate or other action in furtherance of any act of bankruptcy the foregoing; or (f) entry is made against the Manager of an order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under the laws any applicable bankruptcy, insolvency or other similar Law of any jurisdiction to which that party may be subject now or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation hereafter in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This Agreement shall continue and remain in force unless and until terminated by a party giving to all other parties not less than 90 days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if any other party shall: (A) commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party requiring it so to do; or (B) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor Adviser ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor Adviser giving written notice to the other parties hereto if the SFC requires the Investment Advisor Adviser to cease acting as the Investment Advisor Adviser of the Segregated Portfolio. 14.4 On termination of this Agreement, the Investment Advisor Adviser shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor Adviser as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 1921, 2931, 30 32 and 31 33 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor Adviser will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.

Resignation and Termination. 14.1 This Agreement shall continue and remain in force unless and until terminated (i) The Accounts Bank may at any time resign by a party giving to all other parties not less than 90 thirty (30) days’ written notice PROVIDED THAT to each other party to this Agreement, such resignation to be effective upon the appointment of a successor Accounts Bank as provided below. Either (x) so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Borrower or (y) the Common Security Trustee (upon direction of the Required Secured Parties) may remove the Accounts Bank at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor Accounts Bank as provided below. (ii) In the event of any resignation or removal of the Accounts Bank, a successor Accounts Bank, which shall be a bank or trust company organized under the laws of the United States of America or of the State of New York, having a corporate trust office in New York and a capital and surplus of not less than one billion Dollars ($1,000,000,000) or otherwise acceptable to the Common Security Trustee, shall be appointed by the Common Security Trustee (and, so long as no Event of Default has occurred and is continuing, with consent of the Borrower not to be unreasonably withheld or delayed). Any such successor Accounts Bank shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) and shall deliver to each party to this Agreement may be terminated forthwith by notice in writing by a party (written instrument accepting such appointment and thereupon such successor Accounts Bank shall succeed to all the “Notifying Party”), if any other party shall: (A) commit any material breach rights and duties of its obligations the Accounts Bank under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within 30 days of receipt of written notice from the Notifying Party requiring it so to do; or (B) be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive the Accounts from the predecessor Accounts Bank. If the Accounts Bank consolidates with, merges or converts into, or transfers all fees or substantially all of its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Accounts Bank. If no willing successor can be found, the Accounts Bank may (at the expense of the Borrower) appeal to a court of competent jurisdiction for one. (iii) Upon the replacement of the Accounts Bank hereunder, all investments and other monies accrued due up amounts held by it or credited to the date of such termination but shall not be entitled Accounts pursuant to compensation in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice transferred to such successor Accounts Bank. In the completion event of transactions already initiated. Such transactions will the resignation or termination of the Accounts Bank, the provisions of this Section 3.06 (Duties and Certain Rights of the Accounts Bank) shall continue in effect for the benefit of the retiring Accounts Bank in respect of any actions taken or omitted to be completed by taken while acting as the Investment Advisor as soon as practicable. 14.6 Upon termination Accounts Bank, the Accounts Bank shall be entitled to its reasonable fees and expenses in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.Section 3.08 (

Resignation and Termination. 14.1 This Agreement During the Option Period, the Manager may resign upon 30 days prior notice to the other Party. Such resignation shall continue automatically terminate the Option and remain the Venture and the provisions of Sections 3.5 and 3.7 hereof shall apply mutatis mutandis to such termination; likewise, the termination of the Option by Xxxxxx pursuant to the relevant provisions of Article 3, shall result in force unless and until terminated by a party giving the automatic resignation of the Manager. The Manager may resign upon 60 days prior notice to all the other parties not less than 90 days’ written notice PROVIDED THAT this Agreement Party, in which case the other Party may be terminated forthwith elect to become the new Manager by notice in writing by a party (to the “Notifying Party”)resigning Party within 30 days after the receipt of the notice of resignation. Furthermore, if any of the following events shall occur, the Manager shall be deemed to have resigned, within 30 days following any of the events described in subsections (a), (b) and (c) and promptly following the events described in subsections (d), (e) and (f), unless the other party shallParty elects to maintain the Manager in such capacity notwithstanding such event: (Aa) commit any the Participating Interest of the Manager becomes less than 50%; or (b) the Manager fails to perform a material breach of its obligations obligation imposed upon it under this Agreement and if such breach is capable failure continues for a period of being made good, shall fail to make good such breach within 30 60 days of receipt of written after notice from the Notifying non-managing Party requiring it so to dodemanding performance; or (Bc) be liquidated the Manager fails to pay or dissolved contest in good faith any bills on behalf of the Venture within 90 days after they are due, provided such failure materially adversely affects the use of the Project; or (except d) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Manager’s assets is appointed and such appointment is neither made ineffective nor discharged within 60 days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager; or (e) the Manager commences a voluntary liquidation case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a voluntary dissolution receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the purposes benefit of reconstruction creditors or amalgamation upon terms previously approved in writing by the Notifying Party) makes an arrangement with creditors; or be unable fails generally to pay its or the Venture debts as they fall due such debts become due; or commit takes corporate or other action in furtherance of any act of bankruptcy the foregoing; or (f) entry is made against the Manager of an order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under the laws any applicable bankruptcy, insolvency or other similar Law of any jurisdiction to which that party may be subject now or if a receiver is appointed over any of its assets. 14.2 Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically upon the termination for whatever reason of the Investment Management Agreement. 14.3 Notwithstanding the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith: (A) if the Investment Advisor ceases to be appropriately authorised by the SFC; (B) by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting as the Investment Advisor of Portfolio. 14.4 On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation hereafter in respect of such termination. 14.5 Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Investment Advisor as soon as practicable. 14.6 Upon termination in accordance with this Clause 14, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and effect. 14.7 As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no further Investments shall be made.