Common use of Assignments by the Manager Clause in Contracts

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurred. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (A) assign this Agreement to an Affiliate of the Manager, and (B) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurred, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, Manager and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent approval of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment (including to an Affiliate of the Manager as set forth below) shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager assignee shall be liable to the Company for all acts of its errors or omissions of the assignee under any upon such assignment to the same extent had such delegation not occurredpermitted assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding anything to the foregoingcontrary in this Agreement, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, Manager and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company and with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate one or more Affiliates of the Manager, Manager and (Bii) delegate to one or more of its Affiliates Affiliates, including sub-advisors where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as such assignment or delegation does not require the Company’s approval under the Investment Company Act or the Company’s consent under the Investment Advisers Act (but if such approval or consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, conditioned on such Affiliate becoming a party to, or becoming subject to the rights and obligations of and the Services Agreement, (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Advisors Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement. Notwithstanding the foregoing, any change in control of any direct or indirect owner of equity interest in the Manager, or of any Affiliate thereof, shall not be deemed to constitute an assignment of this Agreement by the Manager and shall not be subject to the consent of the Company or the Board.

Assignments by the Manager. This Agreement shall terminate automatically be terminable upon written notice without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating PartnershipCDS. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company CDS for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurred. In addition, the assignee shall execute and deliver to the Company CDS a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, upon written notice but without the approval of the Company’s Independent DirectorsCDS, (A) assign this Agreement to an Affiliate of the Manager, and (B) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent as had such delegation not occurred, in each case so long as assignment or delegation does not require the Company’s CDS approval under the Investment Company Act (but if such approval is required, the Company CDS shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent approval of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment (including to an Affiliate of the Manager as set forth below) shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts errors or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding anything to the foregoingcontrary in this Agreement, the Manager may, without the approval of the Company’s 's Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, Manager and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurred's performance, in each case so long as assignment or delegation does not require the Company’s 's approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, conditioned on such Affiliate becoming a party to, or becoming subject to the rights and obligations of, the Co-Investment and Allocation Agreement and Investment Advisory Agreement, (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Advisors Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, conditioned on such Affiliate becoming a party to, or becoming subject to the rights and obligations of, the Co-Investment and Allocation Agreement and Investment Advisory Agreement and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Company Trust with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurred. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (A) assign this Agreement to an Affiliate of the Manager, and (B) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurred, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignmentAssignment, in whole or in part, by the Manager, unless such assignment has been Assignment is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment Assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Managermanager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, may (Ai) assign this Agreement to an a Supervised Affiliate that is a successor to the Manager by reason of a restructuring or other internal reorganization among the Manager and any one or more of its Supervised Affiliates without the consent of the Manager, majority of the Independent Directors and (Bii) delegate to one or more of its Supervised Affiliates the performance of any of its responsibilities hereunder without the consent of the majority of the Independent Directors so long as it remains liable for any such Supervised Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment such Assignment or delegation does not require the Company’s approval consent under the Investment Company Advisers Act (but if such approval is requiredof 1940, the Company shall not unreasonably withhold, condition or delay its consent)as amended. Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate one or more Affiliates of the Manager, Manager and (Bii) delegate to one or more of its Affiliates Affiliates, including sub-managers where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as such assignment or delegation does not require the Company’s approval consent under the Investment Company Advisers Act of 1940, as amended (but if any such approval consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, may not be assigned by the Manager, unless such assignment has been consented to in writing by (i) the Company with Manager without the consent of the Company, which consent shall be approved by a majority of the Company’s Independent Directors. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (i) assign this Agreement to one or more Affiliates of the Manager and (ii) delegate to one or more of its Affiliates, including sub-advisors where applicable, the Operating Partnershipperformance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance, in each case so long as such assignment or delegation does not require the Company’s consent under the Investment Advisers Act (but if such consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (A) assign this Agreement to an Affiliate of the Manager, and (B) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurred, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent approval of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment (including to an Affiliate of the Manager as set forth below) shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts errors or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding anything to the foregoingcontrary in this Agreement, the Manager may, without the approval of the Company’s Company or the Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, Manager and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act or does not result in a “change of control” as interpreted under the Investment Advisers Act of 1940, as amended (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurred. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s 's Independent Directors, (A) assign this Agreement to an Affiliate of the Manager, and (B) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s 's performance to the same extent had such delegation not occurred, in each case so long as assignment or delegation does not require the Company’s 's approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment or other transfer of any amounts payable to the Manager under this Agreement.. Exhibit 10.1

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent approval of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment (including to an Affiliate of the Manager as set forth below) shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager assignee shall be liable to the Company for all acts of its errors or omissions of the assignee under any upon such assignment to the same extent had such delegation not occurredpermitted assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding anything to the foregoingcontrary in this Agreement, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, Manager and (Bii) delegate to one or more of its Affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement. To the fullest extent permitted by law, this Agreement may not be assigned (within the meaning of the Investment Advisers Act of 1940, as amended) by the Manager without the consent of the Company.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company and with the consent of a majority of the Independent Directors. The failure of the Persons set forth on Schedule 11(a) to, and in the aggregate, directly or indirectly, own fifty-one percent (ii51%) of the Operating Partnershipequity interests of the Manager or its ultimate parent entity, shall be deemed an assignment hereunder requiring such consent. Any such permitted assignment by the Manager shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate one or more Affiliates of the Manager, Manager or Hxxx and (Bii) delegate to one or more of its Affiliates Affiliates, including Affiliate sub-advisors approved under Section 2(e), the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case case, so long as such assignment or delegation does not require the Company’s approval under the Investment Company Act or the Company’s consent under the Investment Advisers Act (but if such approval or consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Other than as set forth in the remainder of this Section 11, this Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination in the event of its assignment, in whole or in part, be assignable by the Manager, unless such assignment has been consented to in writing by (i) the Company Manager only with the prior consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate of the Manager, one or more Balance Sheet Affiliates and (Bii) delegate to one or more of its Affiliates Balance Sheet Affiliates, including sub-advisors where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Balance Sheet Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as such assignment or delegation does not require the Company’s approval under the Investment Company Act or the Company’s consent under the Investment Advisers Act (but if such approval or consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Assignments by the Manager. This Agreement shall terminate automatically without payment of the Fees Accrued Upon Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment has been is consented to in writing by (i) the Company with the consent of a majority of the Independent Directors, and (ii) the Operating Partnership. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment to the same extent had such delegation not occurredassignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, without the approval of the Company’s Independent Directors, (Ai) assign this Agreement to an Affiliate one or more Affiliates of the Manager, Manager and (Bii) delegate to one or more of its Affiliates Affiliates, including sub-advisors where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance to the same extent had such delegation not occurredperformance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Advisers Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation, assignment hypothecation or other transfer of any amounts payable to the Manager under this Agreement.