Common use of Termination by the Trust for Cause Clause in Contracts

Termination by the Trust for Cause. At the option of the Trust and at any time during the term of this Agreement, this Agreement shall be and become terminated upon at least 30 days’ prior written notice of termination from the Board of Trustees to the Manager, without payment of the Termination Fee, if any of the following events shall occur, which shall be determined by a majority of the Independent Trustees: (i) the Manager shall materially breach any provision of this Agreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after the Manager’s receipt of written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice); (ii) the Manager shall commit any act of fraud, misappropriation of funds, or embezzlement against the Trust or any Subsidiary; (iii) the Manager shall commit any act of gross negligence in the performance of its duties under this Agreement; (iv) upon the commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency; (v) upon the dissolution of the Manager; (vi) upon a Change in Control of the Manager; (vii) the termination of the MBS Agreement for “cause” thereunder; or (viii) the Manager is unable under applicable law or regulation to perform its obligations under this Agreement. If any of the events specified above shall occur, the Manager shall give prompt written notice thereof to the Board of Trustees. The Board of Trustees may exercise its right to terminate the Manager as provided in this Section 13 for a period of 60 days following receipt of such notice.

Termination by the Trust for Cause. At the option of the Trust and at any time during the term of this Agreement, this Agreement shall be and become terminated upon at least 30 days’ prior written notice of termination from the Board of Trustees to the Manager, without payment of the Termination Fee, if any of the following events shall occur, which shall be determined by a majority of the Independent Board of Trustees: (i) the Manager shall materially breach any provision of this Agreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after the Manager’s receipt of written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice); (ii) the Manager shall commit any act of fraud, misappropriation of funds, or embezzlement against the Trust or any Subsidiary; (iii) the Manager shall commit any act of gross negligence in the performance of its duties under this Agreement; (iv) upon the commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency; (v) upon the dissolution of the Manager;; or (vi) upon a Change in Control of the Manager; (vii) the termination of the MBS Agreement for “cause” thereunder; or (viii) the Manager is unable under applicable law or regulation to perform its obligations under this Agreement. If any of the events specified above shall occur, the Manager shall give prompt written notice thereof to the Board of Trustees. The Board of Trustees may exercise its right to terminate the Manager as provided in this Section 13 for a period of 60 days following receipt of such notice.

Termination by the Trust for Cause. At the option of the Trust and at any time during the term of this Agreement, this Agreement shall be and become terminated upon at least 30 days’ prior written notice of termination from the Board of Trustees to the Manager, without payment of the Termination Fee, if any of the following events shall occur, which shall be determined by a majority of the Independent Trustees: (i) the Manager shall materially breach any provision of this Agreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after the Manager’s receipt of written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice); (ii) the Manager shall commit any act of fraud, misappropriation of funds, or embezzlement against the Trust or any Subsidiary; (iii) the Manager shall commit any act of gross negligence in the performance of its duties under this Agreement; (iv) upon the commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency; (v) upon the dissolution of the Manager; (vi) upon a Change in Control of the Manager; (vii) the Manager or any of its Affiliates shall breach the Confidentiality and Standstill Agreement; (viii) the termination of the MBS MBWS Agreement for “cause” thereunder; or (viiiix) the Manager is unable under applicable law or regulation to perform its obligations under this Agreement. If any of the events specified above shall occur, the Manager shall give prompt written notice thereof to the Board of Trustees. The Board of Trustees may exercise its right to terminate the Manager as provided in this Section 13 for a period of 60 days following receipt of such notice.

Termination by the Trust for Cause. At the option of the Trust and at any time during the term of this Agreement, this Agreement shall be and become terminated upon at least 30 days’ prior written notice of termination from the Board of Trustees to the Manager, without payment of the Termination Fee, if any of the following events shall occur, which shall be determined by a majority of the Independent Trustees:, (i) the Manager shall materially breach any provision of this Agreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after the Manager’s receipt of written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice); (ii) the Manager shall commit any act of fraud, misappropriation of funds, or embezzlement against the Trust or any Subsidiary; (iii) the Manager shall commit any act of gross negligence in the performance of its duties under this Agreement; (iv) upon the commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency; (v) upon the dissolution of the Manager; (vi) upon a Change in Control of the Manager; (vii) the termination of the MBS Agreement for “cause” thereunder; or (viii) the Manager is unable under applicable law or regulation to perform its obligations under this Agreement. If any of the events specified above shall occur, the Manager shall give prompt written notice thereof to the Board of Trustees. The Board of Trustees may exercise its right to terminate the Manager as provided in this Section 13 for a period of 60 days following receipt of such notice.