Common use of Termination by the Advisor Clause in Contracts

Termination by the Advisor. This Agreement may be terminated by the Advisor as follows: (i) The Advisor gives written notice to the Company of termination at least 180 days prior to the expiration of the then current term, in which case no Termination Fee shall be due or payable by the Company. (ii) Upon a default by the Company in the performance or observance of any material term, condition or covenant under this Agreement; provided, however, that the Advisor must, before terminating this Agreement pursuant to this Section 12(b)(ii), give written notice of the default to the Company and provide the Company with an opportunity to cure the default within 45 days, or if such cure is not reasonably susceptible to cure within 45 days, such additional cure period as is necessary to cure the default so long as the Company is diligently and in good faith pursuing such cure and the additional cure period does not exceed 90 days. If this Agreement is terminated by Advisor as a result of an uncured default by the Company as provided in this Section 12(b)(ii) during the initial 10-year term, the Company shall be obligated to pay the Advisor the greater of the Termination Fee or the Actual Damages (as such terms are defined below). If this Agreement is terminated by Advisor as a result of an uncured default by the Company as provided in this Section 12(b)(ii) during any renewal period following the initial 10-year term, the Company shall be obligated to pay the Advisor the Termination Fee. In either case, the Termination Fee or Actual Damages, as applicable, shall be immediately due and payable on the termination date.