EFTA01366690.pdf

Amendment #4 Page 261 of 868 um, Termination The Managemert Services Agreement will rot have a fixed term However, we wsl be ante to temsnate the Management Services Agreement Loon 93 days' poor vocen dace d termination from us to Our Sponsor it any of the fellOvirg occurs • our Sponsor defaults in the pedarrence or observance d any material tem, conctuon or cotenant contained in the agreement in a manner that results in maWnal term to us and the default continues unrerneded for a period of 33 days after mitten notice of the breach is oven to our Sponsor, • as Sponsor engages in any act of Trout, mean:Monahan of funds or embezzlement against us that results n nttenal harm to us. • as Sponsor e grossly negligent in the performance of es dries under the agreement and such negligence results in material ham) to us, • certain evens relating to the banIcritatcy or insolvency d our Sponsor, era. Gbbal LLC or Gael Operating LLC. • a 'change of control- (as delred in tie Management Services Agreement); or • di such date as our Sponsor and is affiliates no longer benefnaly hdd more then 50% of the voting power of our caporal stock Except as set forth in ths secton and above in "—Management fee,' we will not have a right to teminate the Management Services Agreement for any other reason We will only be able to tennnate the Management Services Agreement with the prior approval of all our independent directors Our Management Services Agreement will expressly provide that the agreement may not be terminated by us due solely to the poor performance or the under- performance d any d our operations or any of our. or our ntsclanet investments made Loon the recoirrnendahon of Ott Sponsor or other service provider Nothing in the Management Services Agreement will our right to terminate proect.level SRC, OW or asset management agreements in case of undergerformance or beech thereunder Our Sponsor will be able toinnate the Management Services Agreement upon 90 days poor wren notice of termination to us upon the occurrence of the following (0 we default n the performance or observance of any material term. condition or covenant cortaned in the agreement n a manner that results in material ham, and tie dead, continues unreported for a penod or 30 days alter widen notice d the breath is given to us. 00 certain events relating to as bankruptcy or insoMenot, or (.0 on such date as our Sponsor and its affiliates no longer beneficiary hdd nxid Pen 50% of the voting rawer of our oval stock Qs Sponsor will also be able terminate the Management Services Argeement upon the occurrence of certain events relatng to our bankruptcy or insolvency indemnitleation andihnitetiona onlistlily under the Management Services Agreement, as Sponsor will not assume any responsibility other ten to provide or arrange for the pension of the services called for thereunder n good kith and will not De responsible for any action that we take in followng a Ceelinng to lobes the manse a recommendations d our Sponsor. The maximum amount 011ie aggregate labllty cl our Sponsor or any d its affiliates. or of any director officer. employee, contractor agent, advisor a other representatne of our Sponsor a any of its anletes. win te equal to Me base managernert fee previous's, paid by is In the two most recent cliendar years pursuant to the Management Services Agreement (except in 2015 where the capon liability win be equal to the base management 253 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058218 CONFIDENTIAL SDNY_GM_00204402 EFTA01366690