Common use of Term and Termination Without Cause Clause in Contracts

Term and Termination Without Cause. (a) This Agreement shall become effective on the Spin-Off Date and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the Spin-Off Date (the “Initial Term”). After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager terminates this Agreement in accordance with Section 14(b) or 14(d), respectively. (b) Notwithstanding any other provision of this Agreement to the contrary, (A) upon 180 days’ written notice in connection with an Accelerated Termination, or (B) upon 180 days’ written notice prior to the expiration of the Initial Term or any Automatic Renewal Term, as applicable (each such written notice referred to in Section 14(b)(A) and (B), the “Termination Notice”), the Company may, without cause, in connection with an Accelerated Termination or the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable, terminate this Agreement (a “Termination Without Cause”) upon the affirmative vote of at least a majority of the Independent Directors (or, in the case of an Accelerated Termination, the affirmative vote of at least two-thirds of the Independent Directors), in their sole discretion, based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a determination that the Management Fee payable to the Manager is excessive, subject to Section 13(c). In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on (i) the 180th day following the delivery of the Termination Notice in connection with an Accelerated Termination, or (ii) the last day of the Initial Term or Automatic Renewal Term, as the case may be (in each case, the “Effective Termination Date”). (c) Notwithstanding the provisions of Subsection (b) above, if (A) the reason for termination specified in the Company’s Termination Notice is that a majority of the Independent Directors (or, in the case of an Accelerated Termination, two-thirds of the Independent Directors) have determined that the Management Fee payable to the Manager is excessive, and (B) the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term, as applicable, at rates that at least a majority of the Independent Directors determine to be not excessive, as agreed to in accordance with Subsection (d) below, then the Company shall not have the foregoing right to Termination Without Cause. (d) The Manager shall have the right to renegotiate the Management Fee by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Management Fee. Thereupon, the Company (acting through the Board) and the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management Fee or other compensation structure within 60 days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure effective as of the date as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee or other compensation structure during such 60 day period, this Agreement shall terminate 120 days after the Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination action being effective. (e) No later than 180 days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon the Effective Termination Date next following the delivery of such notice. The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(e). (f) Except as set forth in this Section 14, a Termination Without Cause pursuant to this Section 14 shall be without any further liability or obligation of either Party to the other, except as provided in Section 8, Section 11(b), Section 16, Section 17 and Section 22. (g) This Agreement may not be terminated by the Company for any reason during the Initial Term, except in connection with an Accelerated Termination or pursuant to Section 15.

Term and Termination Without Cause. (a) This Agreement shall become effective on the Spin-Off Date and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the Spin-Off Date (the “Initial Term”). After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager terminates this Agreement in accordance with Section 14(b) or 14(d14(e), respectively. (b) Notwithstanding any other provision of this Agreement to the contrary, (A) upon 180 days’ written notice in connection with an Accelerated Termination, or (B) upon 180 days’ written notice prior to the expiration of the Initial Term or any Automatic Renewal Term, as applicable (each such written notice referred to in Section 14(b)(A) and (B), the “Termination Notice”), the Company may, without cause, in connection with an Accelerated Termination or the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable, terminate this Agreement (a “Termination Without Cause”) upon the affirmative vote of at least a majority of the Independent Directors (or, in the case of an Accelerated Termination, the affirmative vote of at least two-thirds of the Independent Directors), in their sole discretion, based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a determination that the Management Fee payable to the Manager is excessive, subject to Section 13(c14(c). In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on (i) the 180th day following the delivery of the Termination Notice in connection with an Accelerated Termination, or (ii) the last day of the Initial Term or Automatic Renewal Term, as the case may be (in each case, the “Effective Termination Date”). (c) Notwithstanding the provisions of Subsection (b) above, if (A) the reason for termination specified in the Company’s Termination Notice is that a majority of the Independent Directors (or, in the case of an Accelerated Termination, two-thirds of the Independent Directors) have determined that the Management Fee payable to the Manager is excessive, and (B) the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term, as applicable, at rates that at least a majority of the Independent Directors determine to be not excessive, as agreed to in accordance with Subsection (d) below, then the Company shall not have the foregoing right to Termination Without Cause. (d) The Manager shall have the right to renegotiate the Management Fee by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Management Fee. Thereupon, the Company (acting through the Board) and the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management Fee or other compensation structure within 60 days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure effective as of the date as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee or other compensation structure during such 60 day period, this Agreement shall terminate 120 days after the Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination action being effective. (e) No later than 180 days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon the Effective Termination Date next following the delivery of such notice. The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(e). (f) Except as set forth in this Section 14, a Termination Without Cause pursuant to this Section 14 shall be without any further liability or obligation of either Party to the other, except as provided in Section 8, Section 11(b), Section 16, Section 17 and Section 22. (g) This Agreement may not be terminated by the Company for any reason during the Initial Term, except in connection with an Accelerated Termination or pursuant to Section 15.

Term and Termination Without Cause. (a) This Agreement shall become effective on the Spin-Off Date and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the Spin-Off Date (the “Initial Term”). After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager terminates this Agreement in accordance with Section 14(b13(b) or 14(d13(d), respectively. (b) Notwithstanding any other provision of this Agreement to the contrary, (A) upon 180 days’ written notice in connection with an Accelerated Termination, or (B) upon 180 days’ written notice prior to the expiration of the Initial Term or any Automatic Renewal Term, as applicable (each such written notice referred to in Section 14(b)(A13(b)(A) and (B), the “Termination Notice”), the Company may, without cause, in connection with an Accelerated Termination or the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable, terminate this Agreement (a “Termination Without Cause”) upon the affirmative vote of at least a majority of the Independent Directors (or, in the case of an Accelerated Termination, the affirmative vote of at least two-thirds of the Independent Directors), in their sole discretion, based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a determination that the Management Fee payable to the Manager is excessive, subject to Section 13(c). In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on (i) the 180th day following the delivery of the Termination Notice in connection with an Accelerated Termination, or (ii) the last day of the Initial Term or Automatic Renewal Term, as the case may be (in each case, the “Effective Termination Date”). (c) Notwithstanding the provisions of Subsection (b) above, if (A) the reason for termination specified in the Company’s Termination Notice is that a majority of the Independent Directors (or, in the case of an Accelerated Termination, two-thirds of the Independent Directors) have determined that the Management Fee payable to the Manager is excessive, and (B) the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term, as applicable, at rates that at least a majority of the Independent Directors determine to be not excessive, as agreed to in accordance with Subsection (d) below, then the Company shall not have the foregoing right to Termination Without Cause. (d) The Manager shall have the right to renegotiate the Management Fee by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Management Fee. Thereupon, the Company (acting through the Board) and the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management Fee or other compensation structure within 60 days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure effective as of the date as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee or other compensation structure during such 60 day period, this Agreement shall terminate 120 days after the Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination action being effective. (e) No later than 180 days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon the Effective Termination Date next following the delivery of such notice. The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(e13(e). (f) Except as set forth in this Section 1413, a Termination Without Cause pursuant to this Section 14 13 shall be without any further liability or obligation of either Party to the other, except as provided in Section 87, Section 11(b10(b), Section 1615, Section 17 16 and Section 2221. (g) This Agreement may not be terminated by the Company for any reason during the Initial Term, except in connection with an Accelerated Termination or pursuant to Section 1514.