Paying a Termination Fee. Notwithstanding any provision of this Agreement to the contrary, Corporation (with the written consent of a Majority of the Bondholders as provided in the Indenture) or its successor-in-interest, may transfer, only after the 10th full Operating Year of the Operating Term (i.e. starting on January 1, 2031), the Hotel or more than a 50% direct or indirect equity interest in Corporation or its successor-in-interest pursuant to a bona fide, arm's length transaction (whether by fee transfer, a transfer of ownership interests in Corporation (excluding the sale of shares in Corporation to the public) or otherwise) to a third party that is not an Affiliate of Corporation or its constituent owners. Immediately prior to such conveyance, subject to Manager's receipt of the Termination Fee and all other amounts due and owing to Manager through such Termination on or before the effective date of Termination, the party acquiring the Hotel in such transfer shall have the right to terminate this Agreement by delivering written notice to Manager not more than 45 days prior to the conveyance and not later than 60 days after the conveyance, and in any event at least 45 days prior to the effective date of the Termination with the effective date of the Termination being selected by Corporation or the party acquiring the Hotel in its sole and absolute discretion subject to the foregoing notice requirements (as such date may need to be reasonably extended in order for Manager to comply with Employee Termination Notice Requirements). If such a Termination notice is forwarded to Manager prior to the closing of the sale and the sale does not occur for a reason other than an Event of Default by Corporation, then Corporation may withdraw the Termination notice and this Agreement shall continue in full force and effect. If, at the time of the sale, Manager is not in Default hereunder and a then-current right to terminate as a result of a Performance Termination Event beyond any Manager cure right does not exist, Corporation shall pay or cause to be paid to Manager a fee (the "Termination Fee") in an amount calculated by multiplying (i) the sum of (a) the Base Management Fee for the most recently ended Operating Year and (b) the Subordinate Management Fee accrued (even if unpaid) for the most recently ended Operating Year by (ii) the applicable "Multiplier" set forth below: Termination Occurring in Operating Year Multiplier The payment of such Termination Fee (if payable pursuant to th...
