Common use of Unfair Advisor Compensation Clause in Contracts

Unfair Advisor Compensation. The Company may terminate this Agreement or in connection with the expiration of the Initial Term or any Automatic Renewal Term decline to renew this Agreement for any reason in accordance with the terms and provisions of Section 11(c). If such reason arises from a decision made by majority a vote of the Independent Directors (using their reasonable and good faith judgment) that the Base Advisory Fee and/or distributions with respect to the Class B Units payable to the Advisor is unfair, the Company shall not have the foregoing termination right in the event the Advisor agrees to continue to perform its duties hereunder at a fee that the Independent Directors determine to be fair (using their reasonable and good faith judgment); provided, however, the Advisor shall have the right to renegotiate the Base Advisory Fee and/or distributions with respect to the Class B Units by delivering to the Company, not less than one hundred twenty (120) days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Base Advisory Fee and/or distributions with respect to the Class B Units. Thereupon, the Company and the Advisor shall endeavor to negotiate the Base Advisory Fee and/or distributions with respect to the Class B Units in good faith. Provided that the Company and the Advisor agree to a revised Base Advisory Fee and/or distributions with respect to the Class B Units (or other compensation structure) within sixty (60) days following the Company’s receipt of the Notice of Proposal to Negotiate, the Company Termination Notice 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 Base Advisory Fee and/or distributions with respect to the Class B Units (or other compensation structure) shall be the revised Base Advisory Fee and/or distributions with respect to the Class B Units (or other compensation structure) then agreed upon by the Company and the Advisor. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Base Advisory Fee and/or distributions with respect to the Class B Units (or other compensation structure) promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to a revised Base Advisory Fee and/or distributions with respect to the Class B Units (or other compensation structure) during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date. The Company’s obligation to pay the Termination Fee set forth in Section 11(c) shall survive the termination of this Agreement.