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3.1 Management Fees. In consideration of Manager's performance of its <br />services hereunder, Owner shall pay Manager those payments as further set forth in <br />Exhibit B attached hereto. <br />ARTICLE 4 TERM; TERMINATION; SUSPENSION <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 of <br />the second full operating year of this agreement. Both parties may mutually agree to <br />extend this Agreement for additional five-year terms. <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, and Owner’s <br />approval of a the draft Pro Forma, within sixty (60) days of the execution of this Agreement. <br />If Owner does not approve Manager’s draft budget, this Agreement shall be null and void <br />and Manager shall retain the first two months fees paid to it, as full compensation for its <br />consulting services in preparing the draft Pro Forma. <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"). <br />(a) For Owner’s Convenience: Owner shall have the right to terminate this <br />Agreement for any reason or no reason subject to section 4.3 below. <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 />(c) For Cause by Owner: Owner shall have the right to terminate this <br />Agreement for Cause at any time. Upon termination by Owner for cause, Manager shall <br />promptly vacate the Facility and no Early Termination Fee or other compensation, damages <br />or lost profits related to early termination shall be due or payable to Manager. Cause for <br />termination shall include, but not be limited to, Manager’s failure to cure the breach of any <br />material provision in this Agreement within twenty (20) days after receipt of written notice to <br />cure from Owner detailing that breach; except that in the event that a cure is not objectively <br />possible within twenty (20) days after that notice, Owner shall not be entitled to terminate <br />for cause where Manager shall commence to cure the noticed breach as fully as possible <br />within that twenty (20) day period and thereafter diligently and continuously pursue that <br />cure to a successful completion within sixty (60) days after that notice. <br />(d) For Cause by Manager: Manager shall have the right to terminate this <br />Agreement for Cause at any time. Upon termination for cause by Manager shall be <br />contingent upon Manager promptly vacating the Facility and taking nothing of value from <br />Owner without owner’s written permission. Manager expressly waives any possessory lien <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE