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<br />4.1 Term. The Term of this Agreement shall begin on the Effective Date and, unless <br />sooner terminated pursuant to the provisions of Section 4.2 below, shall expire on June 30, <br />2030. <br /> <br />Notwithstanding anything to the contrary herein, Owner’s engagement of Manager as <br />provided herein and Manager’s acceptance of such engagement are each expressly <br />subject to and conditioned upon Manager’s presentation of a draft Pro Forma budget, and <br />Owner’s approval of the draft Pro Forma budget, within sixty (60) days after the Effective <br />Date. If Owner does not approve Manager’s draft Pro Forma budget, this Agreement shall <br />be null and void and Manager shall retain the first two months fees paid to it, as full <br />compensation for its consulting services in preparing the draft Pro Forma budget. <br /> <br />4.2 Early Termination. This Agreement may be terminated by Owner or <br />Manager, with or without cause, at any time by providing the other party with written <br />notice on or before the date such terminating party wishes to terminate this Agreement <br />(the "Termination Date") as provided in this subsection. <br /> <br />(a) For Owner’s Convenience: Owner shall have the right to terminate this <br />Agreement for any reason or no reason upon twelve (12) months’ notice to Manager. <br /> <br />(b) For Manager’s Convenience: Manager shall have the right to terminate <br />this Agreement for any reason or no reason upon twelve (12) months’ notice to Owner. <br /> <br /> <br /> 4.3 Effect of Early Termination. <br /> <br />(a) Upon termination or expiration of this Agreement for any reason, (i) <br />Manager shall promptly discontinue the performance of all services hereunder, (ii) the <br />Owner shall promptly pay Manager all fees due Manager up to the date of termination or <br />expiration (subject to proration if the Term ends other than at the end of the Fiscal Year), <br />(iii) Manager shall make available to the Owner all data, electronic files, documents, <br />procedures, reports, estimates, summaries, and other such information and materials with <br />respect to the Facility as may have been accumulated by Manager in performing its <br />obligations hereunder, whether completed or in process, (iv) Manager shall, in a <br />commercially reasonable manner, cooperate and assist Owner in the transition of <br />management to the successor Facility manager, and (v) Manager shall transfer to Owner all <br />funds in all Operating Accounts. <br /> <br />(b) Without any further action on part of Manager or Owner, the Owner shall, or <br />shall cause the successor Facility Manager to, assume all obligations arising after the date <br />of such termination or expiration, under any Service Contracts, Revenue Generating <br />Contracts, booking commitments and any other Facility agreements entered into by <br />Manager in furtherance of its duties hereunder. Any obligations of the parties that are <br />designated herein to survive expiration or termination of this Agreement shall survive early <br />termination hereof. <br /> <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE