Common use of Term; Termination Without Cause Clause in Contracts

Term; Termination Without Cause. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the second anniversary of the Acquisition Date, and thereafter this Agreement shall be deemed renewed automatically for additional consecutive two-year periods unless a majority of the Board of Directors deliver to the Manager a notice of the Company’s intent to terminate this Agreement at least 30 days prior to renewal date. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the sum of (i) the average of the current Management Fee for the previous three full Contract Years (or such lesser number of full Contract Years as have elapsed) and (ii) all accrued but unpaid Incentive Compensation (including for the then current fiscal year). The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) At least thirty (30) days prior to the end of the initial term or any renewal term after the end of the initial term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the end of the then current initial term or renewal term, as the case may be. (d) In addition, the Manager may at any time, deliver written notice to the Company terminating this Agreement (and specifying the effective termination date) if so ordered by court processes or orders. In such event the Manager will make commercially reasonable efforts to give the Company advance notice. Upon such termination, the Company shall pay the Manager, on the date on which the termination is effect, all additional amounts owed to the Manager, including but not limited to all accrued but unpaid Incentive Compensation (including for the then current fiscal year). (e) This Agreement will terminate automatically, without further action by any party, if (i) the SPA is terminated or abandoned or (ii) the Acquired Companies or the Businesses are merged with or the assets of which are otherwise combined with or into the Manager. (f) This Agreement will terminate at the election of the Board of Directors in their sole discretion if a Manager Change of Control shall have occurred or will occur with the passage of time without giving effect to closing conditions or other contingencies if the Manager has entered into a definitive agreement a result of which will be a Manager Change of Control if the subject transaction is consummated. (g) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 13(b) and (d) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement. (h) The Termination Fee is in addition to, and not in lieu of, all other compensation earned or accrued by the Manager through the effective termination date. Notwithstanding anything to the contrary herein, no Termination Fee shall be due and payable in the event this Agreement is terminated pursuant to clause (e) or (f) above or Section 14(a) below.

Term; Termination Without Cause. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the second anniversary of the Acquisition Date, and thereafter this Agreement shall be deemed renewed automatically for additional consecutive two-year periods unless a majority of the Board of Directors deliver delivers to the Manager a notice of the Company’s intent to terminate this Agreement at least 30 days prior to renewal date. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the sum of (i) the average of the current Management Fee for the previous three full Contract Years (or such lesser number of full Contract Years as have elapsed) and (ii) all accrued but unpaid Incentive Compensation (including for the then current fiscal year). The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) At least thirty (30) days prior to the end of the initial term or any renewal term after the end of the initial term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on at the end of the then current initial term or renewal term, as the case may be. (d) In addition, the Manager may at any time, deliver written notice to the Company terminating this Agreement (and specifying the effective termination date) if so ordered by court processes or orders. In such event the Manager will make commercially reasonable efforts to give the Company advance notice. Upon such termination, the Company shall pay the Manager, on the date on which the termination is effect, all additional amounts owed to the Manager, including but not limited to all accrued but unpaid Incentive Compensation (including for the then current fiscal year). (e) This Agreement will terminate automatically, without further action by any party, if (i) the SPA is terminated or abandoned or (ii) the Acquired Companies or the Businesses are merged with or the assets of which are otherwise combined with or into the Manager. (f) This Agreement will terminate at the election of the Board of Directors in their sole discretion if a Manager Change of Control shall have occurred or will occur with the passage of time without giving effect to closing conditions or other contingencies if the Manager has entered into a definitive agreement a result of which will be a Manager Change of Control if the subject transaction is consummated. (g) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 13(b) and (d) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement. (h) The Termination Fee is in addition to, and not in lieu of, all other compensation earned or accrued by the Manager through the effective termination date. Notwithstanding anything to the contrary herein, no Termination Fee shall be due and payable in the event this Agreement is terminated pursuant to clause (e) or (f) above or Section 14(a) below.

Term; Termination Without Cause. (a) Until this Agreement is terminated in accordance with its termsUnless sooner terminated, this Agreement shall be in effect until terminate on the second anniversary earlier of (a) with respect to any Property or any interest therein, the Acquisition Datesale of such Property or any direct or indirect interest therein, and thereafter or (b) December 31, 2011 (the “Initial Term”). Thereafter, this Agreement shall be deemed renewed automatically renew for additional consecutive twosuccessive one-year periods terms unless a majority of the Board of Directors deliver to the Manager a notice of the Company’s intent to terminate this Agreement at least 30 days prior to renewal date. (b) In the event that this Agreement is otherwise terminated in accordance with the provisions of Section 13(a) terms and conditions of this Agreement, the Company shall pay . Notwithstanding any other provision of this Agreement to the Managercontrary, on after the date on which such termination is effectiveInitial Term, a termination fee (the “Termination Fee”) equal to the sum of (i) the average Owner shall have the right to terminate this Agreement without cause at any time after 90 days prior written notice to the Advisor and the affirmative vote of a majority of the current Management Fee for the previous three full Contract Years Unaffiliated Directors (or such lesser number of full Contract Years as have elapsedhereinafter defined) and (ii) all accrued but unpaid Incentive Compensation (including for the then current fiscal year). The obligation of Asset Manager shall have the Company right to pay the Termination Fee shall survive the termination of terminate this Agreement. (c) At least thirty (30) Agreement without cause at any time after 90 days prior to the end of the initial term or any renewal term after the end of the initial term, the Manager may deliver written notice to the Company informing it Owner’s Board of Directors. If the Owner terminates this Agreement without cause, the Owner shall pay to the Asset Manager within 30 days after the effective date of termination without demand, deduction, offset or delay or, at the Asset Manager’s intention not to renew election, the Agreement, whereupon Asset Manager may deduct such amount from the Reserve Account all unpaid reimbursable costs and expenses permitted under this Agreement shall not be renewed and extended all earned and unpaid Property Management Fees. If the Owner terminates this Agreement shall terminate effective on the end of the then current initial term or renewal term, as the case may be. (d) In addition, the Manager may at any time, deliver written notice to the Company terminating this Agreement (and specifying the effective termination date) if so ordered by court processes or orders. In such event the Manager will make commercially reasonable efforts to give the Company advance notice. Upon such termination, the Company shall pay the Manager, on the date on which the termination is effect, all additional amounts owed to the Manager, including but not limited to all accrued but unpaid Incentive Compensation (including for the then current fiscal year). (e) This Agreement will terminate automatically, without further action by any party, if (i) the SPA is terminated or abandoned or (ii) the Acquired Companies or the Businesses are merged with or the assets of which are otherwise combined with or into the Manager. (f) This Agreement will terminate at the election of the Board of Directors in their sole discretion if a Manager Change of Control shall have occurred or will occur with the passage of time without giving effect to closing conditions or other contingencies if the Manager has entered into a definitive agreement a result of which will be a Manager Change of Control if the subject transaction is consummated. (g) If this Agreement is terminated cause pursuant to this Section 137.1, such termination the Owner shall be without any further liability or obligation of either party also pay to the otherAsset Manager within 60 days after the effective date of termination without demand, except deduction, offset or delay, the aggregate amount of the remaining unpaid balance of all REO Processing Fees. For the purposes hereof, “Unaffiliated Director” means a natural person serving as provided a director of the Owner who is not affiliated, directly or indirectly, with the Asset Manager or any of its affiliates in Sections 13(b) and (d) and Section 16 of this Agreement. In additionany material respect, Section 11 of this Agreement shall survive termination of this Agreement. (h) The Termination Fee is in addition to, and not in lieu whether by ownership of, all other compensation earned ownership interest in, employment by, any material business or accrued by professional relationship with, or serving as an officer or director of the Asset Manager through the effective termination date. Notwithstanding anything to the contrary herein, no Termination Fee shall be due and payable in the event this Agreement is terminated pursuant to clause (e) or (f) above or Section 14(a) belowany of its affiliates.