Upon the termination of the Executive’s employment for Cause by the Company or by voluntary resignation without Good Reason by the Executive pursuant to [Section 4.4], the Executive will not be entitled to any termination or severance payment or benefits, other than the compensation earned by the Executive for the period before the date of cessation of his employment calculated up to and including the date of cessation of his employment.

Termination Payment. If the Company terminates the Executive’s employment for other than Death, Disability or Due Cause prior to the expiration of the Employment Term, the term “Termination Payment” shall mean a cash payment equal to the sum of:

No Payment. No payments or benefits under this Agreement shall be made to Employee until the seven (7) day revocation period has expired. If Employee does not revoke this Agreement within the seven (7) day revocation period, then this Agreement shall become binding on the Company and Employee as otherwise provided herein, and the payments and benefits provided in Paragraph 1 will commence.

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees and expenses through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to [Section 13(a)].

No Termination Event. No event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a Purchase and Sale Termination Event, an Unmatured Purchase and Sale Termination Event, a Termination Event or an Unmatured Termination Event.

No Termination Event. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

No Termination Event. There shall not have occurred any event that would permit Cowen to terminate this Agreement pursuant to [Section 12(a)].

No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the ​’s knowledge, there is # no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or # no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either [(a) or (b)])], materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the ​ in this [Exhibit B] (including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

Severance Payment/Change in Control Severance Payment. (a) The Severance Payment, less applicable taxes, will be paid in equal installments over a period of twelve (12) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination, and the Change in Control Severance Payment, less applicable taxes, will be paid in equal installments over a period of twenty-four (24) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason within six months prior to or within 12 months following the occurrence of a Change in Control in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination.