Common use of Termination by the NSAM Sub-Advisor Clause in Contracts

Termination by the NSAM Sub-Advisor. At the sole option of the NSAM Sub-Advisor, the NSAM Sub-Advisor may terminate this Agreement (i) immediately for Cause; (ii) upon the bankruptcy of the Sub-Advisor; (iii) immediately if RXR issues a Forced Sale/Offer Notice pursuant to Section 5.7 of the NS/RXR Strategic Agreement; (iv) after NRF issues a Forced Sale/Offer Notice pursuant to Section 5.7 of the NS/RXR Strategic Agreement (“NRF Notice”) if the NSAM Sub-Advisor reasonably determines in good faith that the pipeline of acquisition opportunities provided by the Sub-Advisor following NRF Notice (A) is substantially less than before NRF Notice or (B) does not represent sufficient transactions under executed purchase and sale agreements, executed term sheets, or other transactions supported by written documentation to generate sufficient cash flow to cover the rate of distributions paid immediately prior to NRF Notice; or (v) after the Post NRF Holding Date if the NSAM Sub-Advisor reasonably determines in good faith that the pipeline of acquisition opportunities provided by the Sub-Advisor following the Post NRF Holding Date (A) is substantially less than before the Post NRF Holding Date or (B) does not represent sufficient transactions under executed purchase and sale agreements, executed term sheets, or other transactions supported by written documentation to generate sufficient cash flow to cover the rate of distributions paid immediately prior to the Post NRF Holding Date. The NSAM Sub-Advisor shall provide written notice of termination to the Sub-Advisor of this Agreement pursuant to the immediately preceding sub-clauses (iv)(A), (iv)(B), (v)(A) or (v)(B) (the “Section 10.02 Termination Notice”), which Section 10.02 Termination Notice shall be effective sixty (60) days following the date of delivery to the Sub-Advisor of the Section 10.02 Termination Notice; provided, that if the Sub-Advisor shall have cured, in the sole determination of the NSAM Sub-Advisor, exercised in good faith, the non-performance giving rise to the Section 10.02 Termination Notice prior to the effective date of the Section 10.02 Termination Notice, then the Section 10.02 Termination Notice shall be deemed withdrawn by the NSAM Sub-Advisor.