RENEGOTIATE ITS COMPENSATION UNDER THIS
AGREEMENT.
THEREUPON, THE TRUST (REPRESENTED BY THE INDEPENDENT TRUSTEES), THE
OPERATING PARTNERSHIP AND THE MANAGER SHALL ENDEAVOR TO NEGOTIATE IN GOOD FAITH
THE REVISED COMPENSATION PAYABLE TO THE MANAGER UNDER THIS AGREEMENT. PROVIDED
THAT THE MANAGER, THE TRUST AND THE OPERATING PARTNERSHIP AGREE TO THE TERMS OF
THE REVISED COMPENSATION TO BE PAYABLE TO THE MANAGER WITHIN 45 DAYS FOLLOWING
THE RECEIPT OF THE NOTICE OF PROPOSAL TO NEGOTIATE, THE TERMINATION NOTICE SHALL
BE DEEMED OF NO FORCE AND EFFECT AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AND EFFECT ON THE TERMS STATED IN THIS AGREEMENT, EXCEPT THAT THE COMPENSATION
PAYABLE TO THE MANAGER HEREUNDER SHALL BE THE REVISED COMPENSATION THEN AGREED
UPON BY THE PARTIES TO THIS AGREEMENT. THE TRUST, THE OPERATING PARTNERSHIP AND
THE MANAGER AGREE TO EXECUTE AND DELIVER AN AMENDMENT TO THIS AGREEMENT SETTING
FORTH SUCH REVISED COMPENSATION PROMPTLY UPON REACHING AN AGREEMENT REGARDING
THE SAME. IN THE EVENT THAT THE TRUST, THE OPERATING PARTNERSHIP AND THE MANAGER
ARE UNABLE TO AGREE TO THE TERMS OF THE REVISED COMPENSATION TO BE PAYABLE TO
THE MANAGER DURING SUCH 45-DAY PERIOD, THIS AGREEMENT SHALL TERMINATE, SUCH
TERMINATION TO BE EFFECTIVE ON THE DATE WHICH IS THE LATER OF (A) 10 DAYS
FOLLOWING THE END OF SUCH 45-DAY PERIOD AND (B) THE EFFECTIVE TERMINATION DATE
ORIGINALLY SET FORTH IN THE TERMINATION NOTICE.
IN THE EVENT OF ANY NONRENEWAL
TERMINATION, AFTER DELIVERY OF THE TERMINATION NOTICE, THE MANAGER SHALL
THEREAFTER HAVE THE AUTHORITY TO INVEST ONLY SUCH CAPITAL THAT REPRESENTS THE
RETURN OF CAPITAL RESULTING FROM THE LIQUIDATION OR REPAYMENT OF INVESTMENTS OF
THE TRUST OR ANY SUBSIDIARY EXISTING AT THE TIME OF THE TERMINATION NOTICE, AND
SUBJECT TO THE INVESTMENT POLICIES AND ALL OTHER EXISTING INVESTMENT AND OTHER
POLICIES OF THE TRUST.
THE MANAGER SHALL COOPERATE WITH THE TRUST AND THE
SUBSIDIARIES IN EXECUTING AN ORDERLY TRANSITION OF THE MANAGEMENT OF THE TRUST'S
ASSETS TO A NEW MANAGER.
THE TRUST MAY TERMINATE THIS AGREEMENT FOR CAUSE
PURSUANT TO SECTION 13 OF THIS AGREEMENT EVEN AFTER A NONRENEWAL TERMINATION AND
NO TERMINATION FEE SHALL BE PAYABLE.
(D)
IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 11 OR
PURSUANT TO SECTION 12, 13 OR 14, SUCH TERMINATION SHALL BE WITHOUT ANY FURTHER
LIABILITY OR OBLIGATION OF ANY PARTY TO THE OTHER, EXCEPT WITH RESPECT TO THE
PAYMENT OF A TERMINATION FEE, IF APPLICABLE, AND EXCEPT AS PROVIDED IN
SECTIONS 6, 8 AND 15 OF THIS AGREEMENT. IN ADDITION, SECTIONS 9, 17(B) AND
18(E) OF THIS AGREEMENT SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
27
SECTION 12.
ASSIGNMENTS.
(A) EXCEPT AS SET FORTH IN SECTION 12(B) OF THIS
AGREEMENT, THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY WITHOUT PAYMENT OF THE
TERMINATION FEE IN THE EVENT OF ITS ASSIGNMENT, IN WHOLE OR IN PART, BY THE
MANAGER, UNLESS SUCH ASSIGNMENT IS CONSENTED TO IN WRITING BY THE TRUST WITH THE
CONSENT OF A MAJORITY OF THE INDEPENDENT TRUSTEES.
ANY SUCH PERMITTED
ASSIGNMENT SHALL BIND THE ASSIGNEE UNDER THIS