Common use of Early Termination Clause in Contracts

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If RECEIVING PARTY wishes to terminate a Corporate Service (aor a portion thereof) If and for as long as an Event of Default with respect to on a Defaulting Party has occurred and date that is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, RECEIVING PARTY shall provide written notice (ivthe “Termination Notice”) collect to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination PaymentDispute Notice, (v) withhold any payments due to based on the Defaulting Party under this Agreementstandards set forth above, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation days of the date on which the Termination PaymentNotice was received, then, effective on the termination date proposed by RECEIVING PARTY in whole its Termination Notice, such Corporate Service (or in partportion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to the Discontinued Corporate Service (or portion thereof), except as to obligations accrued prior to the date of discontinuation of such Corporate Service (or portion thereof). Upon the occurrence of any Discontinued Corporate Service, the Defaulting Party shallParties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to a department within five RECEIVING PARTY or its Subsidiaries or Affiliates (5) Business Days of receipt an “Employee Shift”), a proportional portion of the Non-Defaulting Party’s calculation relevant Corporate Service shall be deemed automatically terminated. If a Corporate Service, or portion thereof, is terminated as a result of an Employee Shift, then such termination shall take effect as of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation date of the basis for such dispute. Disputes regarding Employee Shift, and the Termination Payment adjustment in Corporate Service Fees shall be resolved in accordance with Article Eighteenalso take effect as of the date of the Employee Shift.

Early Termination. (a) If Either Party, in addition to any other rights and for remedies hereunder, shall have the right to terminate this Agreement as long as an Event to all or any Portfolio or Fund upon the occurrence of Default with respect to a Defaulting Party has occurred and is continuing, either of the following events: (i) in the event that (A) the other Party ceases to carry on its business or (“Non-Defaulting Party”B) has an action is commenced by or against the right other Party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other Party and such suit, conservatorship or receivership is not discharged within thirty (30) days; or (ii) a failure by the other Party or its assigns to perform its duties in accordance with this Agreement, which failure materially adversely affects the business operations of the other Party and which failure continues for sixty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2060) days after receipt from the first Party of written notice specifying such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementfailure. (b) In addition to any other amounts that may be payable pursuant to this Section 12.3, upon any termination of this Agreement, each Fund shall pay to the event of early termination, Transfer Agent such compensation and any reimbursable expenses as may be due under the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment terms hereof as of the Early Termination Date; provided that if the Event date of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountsuch termination. (c) As soon In addition to the amounts set forth in sub-section (b), in the event that any Fund terminates the Agreement prior to the end of the Initial Term (except for termination pursuant to Section 12.3(a)) then such Fund or Funds shall pay the Transfer Agent an amount equal to the average monthly fee paid by the terminating Funds to the Transfer Agent under the Agreement during the twelve (12) month period immediately prior to the date notice of termination is given to the Transfer Agent, multiplied by the lesser of: (i) the months remaining in the Initial Term; or (ii) six (6) months, and calculated as practicable after establishing set forth on the Early Termination Datecurrent Fee Schedule on the date notice of termination is given to the Transfer Agent. Also, effective as of the Non-Defaulting Party first day of any month in which the Transfer Agent receives notice of such termination, all discounts of fees and charges or fee concessions provided under this Agreement shall Notify cease and shall be recoverable retroactively to the Defaulting Party of date such discount or fee concession was first granted and the Fund shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveservices. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. In the event of that a Change in Control, any surviving corporation or acquiring corporation may assume or continue this Warrant or may substitute a similar Warrant for this Warrant (ait being understood that a similar Warrant shall include, but shall not be limited to, a Warrant to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Warrant may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Change in Control. In the event that a Change in Control is a 409A Change in Control Event (the “Exempt Corporate Transaction”) If and any surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for as long as an Event this Warrant, then the vesting of Default this Warrant shall accelerate in full and this Warrant shall terminate if not exercised (if applicable) at or prior to the consummation of such Exempt Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to Common Stock issued pursuant to the Warrant shall (contingent upon the consummation of the Exempt Corporate Transaction) lapse. In the event that a Defaulting Party has occurred and Change in Control is continuing, not a 409A Change in Control Event (the other Party (“Non-Defaulting PartyExempt Corporate Transaction”) has and any surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for this Warrant, then the right vesting of this Warrant shall not accelerate and this Warrant shall terminate if not exercised (if applicable) at or prior to the consummation of such Non-Exempt Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to Common Stock issued pursuant to the Warrant shall (icontingent upon the consummation of the Non-Exempt Corporate Transaction) send Notice, designating a day, no earlier than lapse. The Company shall provide to the day such Notice is deemed to be received (as provided in Section 21.1) and no later than Holder twenty (20) days after advance written notice of such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between Warrant the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as consummation of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right either an Exempt Corporate Transaction or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the a Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountExempt Corporate Transaction. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.”

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and The Trust shall terminate by ----------------- the Trustee mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date set for as long as an Event termination if any of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to following occurs: (i) send Notice, designating The Trustee is notified that the Receipts are delisted from a day, no earlier than national securities exchange and are not approved for listing on another national securities exchange within 5 business days of their delisting; (ii) Owners of at least 75% of the day such Notice is deemed outstanding Receipts notify the Trustee that they elect to be received terminate the Trust; or (iii) 60 days shall have expired after the Trustee shall have delivered to the Initial Depositor and the Owners a written notice of its election to resign and a successor trustee shall not have been appointed and accepted its appointment as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement5.4. (b) In On and after the event date of early termination, the Non-Defaulting Party shall calculateOwner of a Receipt will, in a commercially reasonable manner, a Termination Payment as upon (i) Surrender of such Receipt at the Corporate Trust Office of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting PartyTrustee, then the Termination Payment will be calculated using the Damage Payment Amount instead (ii) payment of the Settlement Amount. The Non-Defaulting Party shall not have fee of the Trustee for the Surrender of Receipts referred to enter into in Section 2.7, and (iii) payment of any transactions applicable taxes or charges, be entitled to replace the Agreement in order Delivery, to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Datehim or upon his order, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of Underlying Securities evidenced by such Receipt. If any Receipts shall remain outstanding after the Termination Payment and whether date of termination, the Termination Payment is owed Trustee thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends or other distribution to the Non-Defaulting Party. The Notice will include a written statement explaining Owners thereof, and shall not give any further notices or perform any further acts under these Standard Terms or the applicable Depositary Trust Agreement, except that the Trustee shall continue to collect dividends and other distributions pertaining to Underlying Securities and hold the same uninvested and without liability for interest, shall sell rights as provided in reasonable detail these Standard Terms or the calculation applicable Depositary Trust Agreement, and shall continue to deliver Underlying Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts Surrendered to the Trustee (after deducting or upon payment of, in each case, the fee of the Trustee set forth in 5.6 for the Surrender of Receipts, any expenses for the account of the Owner of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved Receipts in accordance with Article Eighteenthe terms and conditions of the Depositary Trust Agreement, and any applicable taxes or charges). At any time after the expiration of one year following the date of termination, the Trustee may sell the Underlying Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which --- ---- have not theretofore been Surrendered, such Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale, the Trustee shall be discharged from all obligations under these Standard Terms with respect to the Receipts and the applicable Depositary Trust Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Trustee for the Surrender of Receipts, any fees of the Trustee due and owing from the Owner of such Receipts pursuant to Section 5.6, any expenses for the account of the Owner of such Receipts in accordance with the terms and conditions of the Depositary Trust Agreement, and any applicable taxes or governmental charges). Upon the termination of the applicable Depositary Trust Agreement, the Initial Depositor shall be discharged from all obligations under such Depositary Trust Agreement except for its obligations to the Trustee under Section 5.5.

Early Termination. (a) If and for as long as an Event At any time after the 25th anniversary of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement, IBGI may terminate this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between with the Parties (except for disputed amounts as provided in Section 9.4), (iii) end consent of the Term Audit Committee effective as of the Early Termination DateDate by paying to IBG Holdings the Early Termination Payment as provided in paragraph (c) below. Upon payment of the Early Termination Payment by IBGI, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party IBGI shall have no further payment obligations under this Agreement, other than for any (vii) suspend performance, and/or Tax Benefit Payment agreed to by IBGI and IBG Holdings as due and payable but unpaid as of the Early Termination Date and (viiii) exercise any other right Tax Benefit Payment due for the Covered Taxable Year ending with or remedy available at Law or in equity including the Early Termination Date (except to the extent otherwise permitted under this Agreementthat the amount described in clause (i) or (ii) is included in the Early Termination Payment). (b) In the event If IBGI intends to exercise its right of early termination, it shall first provide at least 60 days’ (but not more than 90 days’) prior written notice of its intention to exercise its termination rights with respect to this Agreement to IBG Holdings (the Non-Defaulting Party “Preliminary Termination Notice”); and, for the next succeeding 30 days, IBG Holdings shall calculatehave the right to sell and exchange its interests in IBG LLC in accordance with the Exchange Agreement. To exercise its right of early termination under Section 4.02(a) above, in within 60 days following the requisite Preliminary Termination Notice to IBG Holdings, IBGI shall deliver to IBG Holdings a commercially reasonable manner, a Termination Payment as of notice (the “Early Termination Date; provided that if the Event Notice”) specifying IBGI’s intention to exercise its right of Default occurs prior to the Initial Delivery Date termination and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining showing in reasonable detail the calculation of the Early Termination Payment. At the time IBGI delivers the Early Termination Notice to IBG Holdings, IBGI shall (i) deliver to IBG Holdings schedules and work papers providing reasonable detail regarding the calculation of the Early Termination Payment, in a manner consistent with the definition of such amount term and an Advisory Firm Letter supporting such calculation and (ii) allow IBG Holdings reasonable access to the appropriate representatives at IBGI, IBG LLC and the sources for Advisory Firm in connection with its review of such calculation. The Party that owes calculation contained in such Early Termination Notice shall become final and binding on the parties unless IBG Holdings, within 30 calendar days after receiving such calculation, provides IBGI with notice of a material objection to such calculation made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such calculation within 30 calendar days after such notice of material objection, IBGI, and IBG Holdings shall employ the Reconciliation Procedures. (c) Within forty-five (45) calendar days after the delivery to IBG Holdings of the Early Termination Payment shall make such payment to the other Party within Notice or ten (10) Business Days days after such Notice is effectiveany amendment to the Early Termination Notice, IBGI shall pay to IBG Holdings an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by IBG Holdings. (d) If For the Defaulting Party disputes the Non-Defaulting Party’s calculation avoidance of the Termination Paymentdoubt, in whole or in part, the Defaulting Party shall, within five (5) Business Days IBG Holdings shall not be entitled to cause an early termination of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenthis Agreement.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.410.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen.

Early Termination. As of the Effective Time, notwithstanding anything to the contrary set forth in the Existing Agreement, only upon the occurrence of any of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) If and for a determination by a majority of the Trust’s trustees who are not “interested persons” (as long as an Event defined in Section 2(a)(19) of Default the ▇▇▇▇ ▇▇▇) of a party to the Agreement (the “Independent Trustees”), after consultation with respect outside counsel, that continuation of the Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to a Defaulting Party has occurred and be interpreted in accordance with the laws of the state in which the Trust is continuingorganized), the other Party (“Non-Defaulting Party”) has the right to provided that (i) send Notice, designating a day, prior to the effectiveness of such termination (which may be no earlier than sixty (60) days following delivery of written notice of termination by the day such Notice is deemed to be received (as provided in Section 21.1Trust) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between commencing as promptly as practicable following the Parties (except for disputed amounts as provided in Section 9.4)delivery of notice from the Trust, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due parties will use good faith efforts to negotiate amendments to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity Agreement to the extent otherwise permitted under this Agreement.avoid such termination; (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as material breach of the Early Termination Date; Agreement, provided that if the Event RFS shall have sixty (60) days from delivery of Default occurs prior written notice of breach to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.cure such material breach; (c) As soon as practicable after establishing RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party provision of services of the amount type provided by RFS under the Agreement to the Trust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as contractually agreed between the Trust and RFS) in the quality of the Termination Payment and whether the Termination Payment is owed services provided by RFS relative to the Non-Defaulting Partyquality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. The Notice will include a written statement explaining Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the calculation of such amount Trust’s grounds for termination, as applicable, and the sources Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for such calculationtermination included therein. The Party that owes the Termination Payment shall make such payment Notwithstanding any other provision to the other Party within ten (10) Business Days after such Notice is effective. (d) If contrary in the Defaulting Party disputes Agreement, the Non-Defaulting Party’s calculation Trust may not provide notice of termination to RFS during the period beginning at the time of consummation of the Termination Payment, in whole or in part, acquisition of RFS by MUTB and ending at the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenEffective Time.

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: ", provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn or lowered." (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination Date”Date (such amount, including any Trust Swap Payment Amount or Trust Swap Receipt Amount constituting any portion thereof, the "Termination Payment"), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of the Agreement (Failure to Pay or Deliver) this priority shall apply only with respect to the Initial Delivery Date Trust Swap Payment Amount (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 8.02(c)(i), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "SECOND," of the Indenture or Section 2(e)(iv)(C) of the Administration Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Trust Swap Payment Amount paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with Section 8.02(d)(viii), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "ELEVENTH," of the Indenture. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event Either Party may terminate this Agreement prior to expiration of Default with respect to a Defaulting Party has occurred and is continuing, the Term in the event that the other Party (as used in this subsection, the “Non-Defaulting Breaching Party”) shall have materially breached or defaulted in the performance of any of its obligations hereunder, and has not cured such breach within [*] (after notice requesting cure of the breach), provided, however, that if a breach other than a non-payment is not capable of being cured within [*] of such written notice, the Agreement may not be terminated sooner than [*] of such written notice so long as the breaching Party commences and is taking commercially reasonable actions to cure such breach as promptly as practicable. The right of either Indevus or Valera to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (terminate this Agreement as provided in this Section 21.1) and no later than twenty (20) days after 12.2 shall not be affected in any way by such Notice is deemed Party’s waiver or failure to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold take action with respect to any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right previous breach or remedy available at Law or in equity to the extent otherwise permitted under this Agreementdefault. (b) In Either Party may terminate this Agreement upon the event filing or institution of early terminationbankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the Non-Defaulting Party shall calculateassets for the benefit of creditors by the other Party; provided, however, in a commercially reasonable mannerthe case of any involuntary bankruptcy, a Termination Payment as of the Early Termination Date; provided that reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if the Event of Default occurs prior Party consents to the Initial Delivery Date and involuntary proceeding or such proceeding is not dismissed within [*] after the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountfiling thereof. (c) As soon as practicable after establishing the Early Termination DateIndevus may terminate this Agreement on [*] written notice to Valera if (i) Valera discontinues commercial sale of VANTAS for a period of [*] or more, the Non-Defaulting Party shall Notify the Defaulting Party and subsequently fails to resume sales of the amount VANTAS within [*] of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining having been notified in reasonable detail the calculation writing of such amount and failure by Indevus; or (ii) fails to provide sufficient quantities of Finished Product as per Forecasts for a period of [*] or more at any time during the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveTerm. (d) If Either Party may terminate this Agreement on [*] written notice to the Defaulting other Party disputes in the Non-Defaulting event of a complete withdrawal of VANTAS from the Territory. (e) Either Party may terminate this Agreement by providing written notice of such election to the other Party’s calculation , if Valera enters into an agreement with a Third Party with respect to the transfer or sale of its business or all or substantially all of its assets or in the event of a merger, consolidation, or similar corporate transaction; provided, however, that (i) the effective date of such termination shall be the earlier of (A) [*] after receipt by the other party of such written notice, or (B) the date of the Termination Payment, in whole or in part, the Defaulting Party closing of such transaction; and (ii) if Valera elects to terminate this Agreement pursuant to this Section 12.2(e) it shall, within five (5) Business Days upon the effective date of receipt such termination, pay Indevus a cash fee at the closing of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such disputetransaction aggregating [*]. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.[*] CONFIDENTIAL TREATMENT REQUESTED

Early Termination. This Agreement may be terminated as follows: (a) If and for as long as an Event of Default with respect to a Defaulting Party the NDA Transfer Date has not occurred and is continuing, the other Party within six (“Non-Defaulting Party”6) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as months of the Early Termination Effective Date, (iv) collect the Termination Payment, (v) withhold any payments due either Party may provide written notice of an intent to the Defaulting Party under terminate this Agreement, (vi) suspend performanceprovided that if a Party intends to terminate the Agreement, and/or (vii) exercise any other right or remedy available at Law or such Party shall first discuss in equity good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the extent otherwise permitted Agreement. Termination under this AgreementSection 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) In Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) terminate this Agreement prior to expiration of the Term in the event the other Party is in material default or breach of early terminationthe performance of its obligations hereunder, and has not cured such breach within (i) thirty (30) days after written notice thereof provided by the Nonnon-Defaulting breaching Party shall calculateto the breaching Party, in case such breach is a commercially reasonable manner, non-payment of any amount due under this Agreement (which shall be deemed a Termination Payment as material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party to the breaching Party for other cases of breach. The termination shall become effective at the end of the Early Termination Date; provided that (x) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement if the Event breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of Default occurs prior to breach unless the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amountbreaching Party cures such breach during such sixty (60) day period. The Non-Defaulting Party right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not have be affected in any way by such Party’s waiver or failure to enter into take action with respect to any transactions to replace the Agreement in order to establish a Settlement Amountprevious breach or default. (c) As soon as practicable Braeburn may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement: (i) on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after establishing discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Early Termination DateTitan Agreement, then Braeburn shall negotiate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the Non-Defaulting Party ROFN outlined in Section 2.9 shall Notify survive for the Defaulting Party remainder of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveInitial Term. (d) If Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the Defaulting other Party, if either Party disputes determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Non-Defaulting Party’s calculation Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Termination PaymentTerm; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, in whole or in part, the Defaulting Party shall, within five (5Section 12.2(a) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenTitan Agreement.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingoccurred, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) . In the event of early termination, the Non-Defaulting Party shall calculate, in be entitled to a commercially reasonable manner, a “Termination Payment as of Payment” equal to (i) the Project Development Security if the Early Termination Date; provided that if the Event of Default Date occurs prior to the Initial Delivery Date and or (ii) the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs on or after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement AmountInitial Delivery Date. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) . If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.49.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. As of the Effective Time, notwithstanding anything to the contrary set forth in the Existing Agreement, only upon the occurrence of any of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) If a determination by a majority of the Trust’s trustees who are not “interested persons” (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of a party to the Agreement (the “Independent Trustees”), after consultation with outside counsel, that continuation of the Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to be interpreted in accordance with the laws of the state in which the Trust is organized), provided that (i) prior to the effectiveness of such termination (which may be no earlier than sixty (60) days following delivery of written notice of termination by the Trust) and (ii) commencing as promptly as practicable following the delivery of notice from the Trust, the parties will use good faith efforts to negotiate amendments to the Agreement to avoid such termination; (b) a material breach of the Agreement, provided that RFS shall have sixty (60) days from delivery of written notice of breach to cure such material breach; (c) RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the provision of services of the type provided by RFS under the Agreement to the Trust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as long contractually agreed between the Trust and RFS) in the quality of the services provided by RFS relative to the quality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the Trust’s grounds for termination, as an Event applicable, and the Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for termination included therein. Notwithstanding any other provision to the contrary in the Agreement, the Trust may not provide notice of Default termination to RFS during the period beginning at the time of consummation of the acquisition of RFS by MUTB and ending at the Effective Time. For the avoidance of doubt, the continuation or termination of the Agreement with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to Trust shall be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as independent of the Early Termination Date, (iv) collect continuation or termination of the Termination Payment, (v) withhold any payments due Agreement with respect to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementTrust. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party any condition set forth in Sections 14.1 (“Non-Defaulting Party”a) through (1) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.not been satisfied; (b) In the event of early terminationeither Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.1996; (c) As soon as practicable after establishing the Early Termination Dateeither Seller or Raytheon shall exercise their rights to terminate their Engineering, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment Procurement and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective.Construction Contract on or before November 12, 1996, or (d) If either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the Defaulting Party disputes other Party, may terminate this Coke Purchase Agreement on or before November 12, 1996, without any further obligation to such other Party; provided, however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the Non-Defaulting Party’s calculation construction of the Termination PaymentCoke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in whole or in partexcess of *****Dollars ($*****); further, the Defaulting Party shallprovided, within five Seller shall pay ***** (5*****) Business Days and Purchaser shall pay ***** (*****) of receipt such costs and fees up to an aggregate amount of *****Dollars ($*****), all of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved foregoing in accordance with Article Eighteenthis subsection (d) being capped at $*****.

Early Termination. (a) If and for as long as an Event Upon the happening of Default any of the following events with respect to a Defaulting Party party: 11.2.1 such party defaults in the due and punctual payment of any amount payable under this Agreement, when and as due, and such default continues for a period of thirty (30) days or such longer period as the non-default party may agree to in writing after written notice thereof has occurred been received by such party from the non-defaulting party; 11.2.2 fails to perform or observe in any material respect any material covenant, condition or provision of, or fails to rectify a material breach of, this Agreement, and is continuingsuch default continues for a period of forty-five (45) days (or such longer period as the non-defaulting party may agree to in writing) after written notice thereof has been received by such party from the non-defaulting party; 11.2.3 such party ceases to carry on business, or takes any action to liquidate its assets, stops making payments in the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeusual course of business, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later or voluntarily suspends for more than twenty (20) business days all or substantially all of its business operations, other than suspensions of a temporary nature resulting from Force Majeure; 11.2.4 such party institutes proceedings to be adjudicated a bankrupt or insolvent or to be wound-up, or consents to the institution of bankruptcy, insolvency or winding-up proceedings against it, or files a petition, answer or consent seeking dissolution or winding up under any bankruptcy, insolvency or analogous laws, or if any such proceedings are commenced in respect of the party and are not being contested in good faith (and with the intended result of such contestation being to suspend any adverse effect of such proceeding on the rights of the party hereunder) within thirty (30) days after the other party becomes aware thereof or if the other party consents to the filing of any such Notice petition or to the appointment of a receiver over its business and assets generally or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; 11.2.5 such party institutes proceedings under the Companies’ Creditors Arrangement Act, the Bankruptcy and Insolvency Act or similar legislation or seeks or takes any proceeding relating to a compromise or arrangement with creditors or claimants generally; 11.2.6 a custodian, receiver, manager or any other Person with like powers is deemed appointed to be received (as provided in Section 21.1)take charge of all or any part of such party’s undertaking, as business, property or assets; or 11.2.7 an early termination date order is made or a resolution passed for the winding up or liquidation of such party, the non-defaulting party may immediately terminate this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between and the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due rights and licences granted hereunder by giving a written notice to that effect to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementdefaulting party. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event At any time after the 25th anniversary of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement, or earlier with the consent of Holdings, the Corporation may terminate this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between with the Parties (except for disputed amounts as provided in Section 9.4), (iii) end consent of the Term Audit Committee effective as of the Early Termination DateDate by paying to Holdings the Early Termination Payment as provided in paragraph (c) below. Upon payment of the Early Termination Payment by the Corporation, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party Corporation shall have no further payment obligations under this Agreement, other than for any (vii) suspend performance, and/or Tax Benefit Payment agreed to by the Corporation and Holdings as due and payable but unpaid as of the Early Termination Date and (viiii) exercise any other right Tax Benefit Payment due for the Covered Taxable Year ending with or remedy available at Law or in equity including the Early Termination Date (except to the extent otherwise permitted under this Agreementthat the amount described in clause (i) or (ii) is included in the Early Termination Payment). (b) In If the event Corporation intends to exercise its right of early termination, it shall first provide at least 60 days’ (but not more than 90 days’) prior written notice of its intention to exercise its termination rights with respect to this Agreement to Holdings (the Non-Defaulting Party “Preliminary Termination Notice”); and, for the next succeeding 30 days, Holdings shall calculatehave the right to exchange its LP Units in accordance with the Exchange Agreement. To exercise its right of early termination under Section 4.2(a) above, in within 60 days following the requisite Preliminary Termination Notice to Holdings, the Corporation shall deliver to Holdings a commercially reasonable manner, a Termination Payment as of notice (the “Early Termination Date; provided that if Notice”) specifying the Event Corporation’s intention to exercise its right of Default occurs prior to the Initial Delivery Date termination and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining showing in reasonable detail the calculation of the Early Termination Payment. At the time the Corporation delivers the Early Termination Notice to Holdings, the Corporation shall (i) deliver to Holdings schedules and work papers providing reasonable detail regarding the calculation of the Early Termination Payment, in a manner consistent with the definition of such amount term and an Advisory Firm Letter supporting such calculation and (ii) allow Holdings reasonable access to the appropriate representatives at the Corporation, the Limited Partnership and the sources for Advisory Firm in connection with its review of such calculation. The Party that owes calculation contained in such Early Termination Notice shall become final and binding on the parties unless Holdings, within 30 calendar days after receiving such calculation, provides the Corporation with notice of a material objection to such calculation made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such calculation within 30 calendar days after such notice of material objection, the Corporation, and Holdings shall employ the Reconciliation Procedures. (c) Within forty-five (45) calendar days after the delivery to Holdings of the Early Termination Payment shall make such payment to the other Party within Notice or ten (10) Business Days days after such Notice is effectiveany amendment to the Early Termination Notice, the Corporation shall pay to Holdings an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by Holdings. (d) If For the Defaulting Party disputes the Non-Defaulting Party’s calculation avoidance of the Termination Paymentdoubt, in whole or in part, the Defaulting Party shall, within five (5) Business Days Holdings shall not be entitled to cause an early termination of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenthis Agreement.

Early Termination. 19.1 This Agreement may be terminated by either Party, without prejudice to any other right or obligation of the Parties, at any time for good cause. A good cause will be a material breach of any terms or conditions of this Agreement committed by the other Party if not remedied within two (2) months after receipt of the written request. 19.2 Furthermore, a good cause for either Party will be a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingthe fact that at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (“Non-Defaulting Party”60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors; b) the fact that the assignment of the Supply Agreement Relating To Supply Of A OMEGA-3 Fatty Acid Concentrate (Omefas®) in Annex C will not take place within ninety (90) days after closing of Financing Round A. In such case, either Party has the right to terminate the Agreement within thirty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2030) days after the end of such Notice is ninety (90) days period. 19.3 Moreover, “Good Cause,” but only for the Licensor, will be deemed to be received occur if the Licensee is in default with any undisputed (as provided in Section 21.1), as an early termination date “disputed” means for the purposes of this Agreement that an arbitration procedure was initiated) payment of the Milestone fees or Royalties according to Section 8 and Section 11 of this Agreement for more than ninety (“Early Termination Date”90) days. 19.4 In the case of termination of the License Agreement by Licensor pursuant to Section 19.1 after Commercial Sale of a Product, then any such termination by Licensor will be limited to the Product and indication giving rise to the cause for termination in case such material breach can be attributed to a specific Product and indication. If such material breach is limited to the United States of America, all rights granted to Omthera under this Agreement in the United States of America will revert to Licensor. In case such material breach is limited to one or more countries outside the United States of America, all rights granted to Omthera under this Agreement in the Territory except for the United States of America will revert to Licensor. The remainder of this Agreement will continue in effect, and further, Omthera or Licensor, as the case may be, may manufacture or have manufactured Product outside of such Party’s applicable territory, but only for sale inside such Party’s applicable territory. 19.5 In the case of termination of the License Agreement in total or in part (by territory), (ii) accelerate Omthera shall terminate all amounts owing between activities in progress regarding Product for the country/countries in question in an orderly manner as soon as reasonably practical. Any liabilities due and owed to Third Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due non-cancellable activities performed by Licensor up to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or time of termination and all expenses in equity relation to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting PartyProduct actually incurred at Omthera’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment request shall be resolved in accordance with Article Eighteenpaid by Omthera upon submission of Licensor invoices and proof of cost.

Early Termination. ‌ In the event (a) If of a Condemnation (other than a Temporary Condemnation) of all of the Premises or all of the Improvements, or a portion of the Premises or the Improvements that exceeds Two Hundred Million Dollars ($200,000,000) and prevents Tenant from reasonably and economically using the remainder of the Premises or the Improvements, for the same Permitted Use as long at the time of the Condemnation (as an Event reasonably determined by Tenant and reasonably approved by Landlord) or (b) of Default with respect to a Defaulting Party has occurred and is continuingCondemnation (other than a Temporary Condemnation) where the Premises, the Improvements or any portion thereof need to be repaired or restored as a result of a Condemnation (other Party than a Temporary Condemnation), the cost of such repair or restoration exceeds ten percent (“Non-Defaulting Party”10%) of the then current fair market value of all of the Premises and Improvements, the amount that Tenant (as distinct from the Permitted Lender) has received as part of the right Leasehold Award from the Condemnation (less any amount that Tenant is required to pay to the Permitted Lender) is fifty percent (i50%) send Noticeor less of the cost of such repair or restoration, designating a dayand the Loan Documents do not require Permitted Lender to contribute the Leasehold Award received from the Condemnation toward the repair or restoration, no earlier than then, provided that each Permitted Lender consents to the day termination of the Lease and releases all liens in its favor on the Premises, Improvements, and ▇▇▇▇▇▇’s leasehold interest in this Lease (but not in any Leasehold Award to which such Notice Permitted Lender is deemed entitled pursuant to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.114.7), as an early termination date of Tenant may terminate this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective Lease by delivering to Landlord written notice thereof and this Lease shall then terminate as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold date of such Condemnation. A termination of this Lease pursuant to this Section 14.4 shall act to relieve Tenant from any payments due to the Defaulting Party further liability under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Lease except as to obligations accruing or remedy available at Law arising on or prior to such termination or which are otherwise required to be performed in equity connection with such termination or surrender of the Premises and Improvements or which otherwise expressly survive such termination. Tenant shall deliver the Premises and Improvements to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, Landlord in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date Buildable Condition and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenany other condition required for the surrender of the Premises under this Lease.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 6.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 6.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The calculation of the Termination Payment by the Notifying Party shall be as set forth in Section 3.2 wherein Buyer is the Notifying Party, and as set forth in Section 3.4 wherein Seller is the Notifying Party, in a commercially reasonable manner, a Termination Payment each case as if no further Scheduling of Gas will occur after the Early Termination Date; provided that . All terminated Transactions shall be netted against each other and upon the netting of all terminated Transactions, if the Event calculation of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will does not result in damages to the Notifying Party, the Termination Payment shall be calculated using the Damage Payment Amount instead of the Settlement Amountzero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Notifying Party within 10 Days of receipt of such notice. At the time for payment of any amount and the sources for such calculation. The due under this Article 4, each Party that owes the Termination Payment shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the amounts shall be netted and aggregated with any Termination Payment shall be resolved in accordance with Article Eighteenpayable hereunder.

Early Termination. (a) If and for as long as an The Parties may terminate this Agreement at any time by mutual written consent. In addition, Sandstorm shall have the right to terminate this Agreement, effective upon ten days’ prior written notice to Brigus, if any of the following shall occur (each, a “Brigus Event of Default Default”): (i) Brigus defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement or in the Project Charge and such default is not remedied to the reasonable satisfaction of Sandstorm within 60 days after receipt of written notice of such default by Brigus; (ii) upon the occurrence of any Insolvency Event affecting Brigus; and (iii) if the Project Charge has ceased to be valid, binding and enforceable in accordance with its terms and such invalidty is not rectified within 60 days of Sandstorm providing notice to Brigus. For greater certainty and without limitation, Sandstorm shall have the right to waive one or more Brigus Events of Default, all without prejudice to any and all rights of Sandstorm with respect to a Defaulting Party has occurred any and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date all Brigus Events of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementDefault. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in If a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Brigus Event of Default occurs prior and is continuing, in addition to and not in substitution for any other remedies available at law or in equity, Sandstorm shall have the Initial Delivery Date and the Seller is the Defaulting Partyright, then the Termination Payment will be calculated using the Damage Payment Amount instead upon written notice to Brigus, at its option, to: (i) demand repayment of the Settlement Amountremaining Uncredited Balance, without interest, at the time of the occurrence of the applicable Brigus Event of Default; and (ii) Sandstorm shall have the right to seek damages in excess of the Uncredited Balance (the amounts in (i) and (ii), being collectively referred to as the “Brigus Default Fee”). The Non-Defaulting Party Upon demand from Sandstorm, which demand shall not have include a calculation of the Brigus Default Fee, Brigus shall promptly pay the Brigus Default Fee in cash by wire transfer, in immediately available funds, to enter into any transactions a bank account designated by Sandstorm. For greater certainty and without limitation, in the event Brigus is required to replace pay the Agreement Brigus Default Fee to Sandstorm, the provisions set forth in order to establish a Settlement Amountsection 3(c) requiring the refund of the Uncredited Balance will no longer be applicable. (c) As soon as practicable after establishing The Parties hereby acknowledge that: (i) Sandstorm will be damaged by a Brigus Event of Default; and (ii) any sums payable or retainable pursuant to this Article 9 are in the Early Termination Datenature of liquidated damages, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment not a penalty and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount are fair and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivereasonable. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation Sandstorm elects to demand payment of the Termination PaymentBrigus Default Fee, in whole this Agreement shall be deemed terminated upon the payment by or in part, the Defaulting Party shall, within five (5) Business Days on behalf of receipt Brigus of the Non-Defaulting Party’s calculation Brigus Default Fee. (e) Termination of the Termination Payment, provide this Agreement under this Article shall not terminate any payment or delivery obligation hereunder that arose prior to the Non-Defaulting Party a detailed written explanation time of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteentermination.

Early Termination. Either Party may, upon ninety (a90) days’ prior Written notice, and following payment of ten million dollars ($10,000,000) (“Termination Charges”), terminate this Agreement for its convenience at any time without cause for such termination. If Haverhill terminates this Agreement under this Section 10.4, Sunoco shall receive, as its sole and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingexclusive remedy, the other Party (“Non-Defaulting Party”) has Termination Charges and all amounts due and payable under this Agreement through the right to (i) send Noticeearly termination date. If Sunoco terminates this Agreement under this Section 10.4, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)Haverhill shall receive, as its sole and exclusive remedy, the Termination Charges and all amounts due and payable under this Agreement through the early termination date. The Termination Charges shall be due and payable immediately upon delivery of the notice of early termination under this Section 10.4. A termination of this Agreement pursuant to the provisions of Section 10.1 or Section 10.2 shall not constitute an early termination date of under this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due 10.4. In addition to the Defaulting Party under this Agreementforegoing, (vi) suspend performanceif there is an early termination as a result of Sunoco ceasing operations at the Chemical Plant or a default termination by Haverhill as a result of an event of default by Sunoco, and/or (vii) exercise any other right or remedy available at Law or in equity Haverhill shall have the option to obtain access rights to the extent otherwise permitted under this Agreement. Chemical Plant and to temporarily operate the equipment necessary to operate the Coke Plant (bPhase I) In the event for a period of early terminationtime necessary to make other arrangements not to exceed two (2) years at Haverhill’s sole cost and responsibility. Such equipment includes, but is not limited to, the Non-Defaulting Party river water pumps, the water treatment system, the Steam Condensing Facilities and all necessary associated piping and controls. Such access rights include, but are not limited to, easement and access rights necessary to operate and maintain such equipment. Notwithstanding the foregoing step in rights granted to Haverhill, nothing herein shall calculateprohibit or limit Sunoco’s ability to sell the Chemical Plant; provided, that Haverhill is able to continue to operate the Coke Plant. To the extent that Sunoco desires to sell the Chemical Plant, Haverhill shall negotiate in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have good faith with any potential buyer to enter into any transactions to replace the Agreement in order to establish a Settlement Amountlonger term steam sales agreement. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. A Party (athe “Non-Affected Party”) If and for as long as an Event may immediately terminate this Agreement prior to the expiration of Default the Term upon the occurrence of any of the following events with respect to a Defaulting Party has occurred and is continuing, the other Party (the “Non-Defaulting Affected Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.): (ba) In the event of early terminationfailure by the Affected Party to make, the Non-Defaulting Party shall calculatewhen due, in a commercially reasonable mannerany payment required herein, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller such failure is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, cured within five (5) Business Days after written notice thereof to the Affected Party; (b) the failure by the Affected Party to perform any covenant herein (other than payment obligations specifically covered in Article 5.2(a)), and such failure is not the result of receipt a good faith dispute or excused by Force Majeure or cured within sixty (60) Days after written notice thereof to the Affected Party; or (c) the Affected Party shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or have such a petition filed against it, and such proceeding remains un-dismissed for thirty (30) Days; (iii) otherwise become bankrupt or insolvent (however evidenced); or (iv) be unable to pay its debts as they fall due. This right to terminate shall be in addition to the rights of the Non-Defaulting Affected Party to (v) seek indemnification from the Affected Party when permitted to do so hereunder, (w) file suit to recover damages, (x) enforce any security provided by the Affected Party to secure the Affected Party’s calculation performance hereunder, (y) withhold any payments due or any performance owed (including suspension of receipts or deliveries of Gas) to the Termination PaymentAffected Party, provide and (z) pursue any other right, remedy, or measure of damages available to the Non-Defaulting Affected Party hereunder, at Law, or in equity as a detailed written explanation result of the basis for occurrence of one of the events listed above with respect to the Affected Party. The rights and remedies provided by this Agreement are cumulative, and any Party’s use of any right or remedy will not preclude or waive its right to use any other right or remedy. Notwithstanding the early termination of this Agreement pursuant to this Article 5.2, if such dispute. Disputes regarding early termination occurs prior to the Termination Payment expiration of the Initial Term, Shipper shall be resolved nevertheless remain obligated to make Volume Shortfall Payments to Gatherer in accordance with Article Eighteen1.7 until the sum of the Actual Gathered Volumes delivered by Shipper to Gatherer prior to the early termination of this Agreement, plus the aggregate Benchmark Volumes used in calculating Volume Shortfall Payments payable after such early termination equals the Target Quantity.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send NoticeIf the Employee’s employment with the Company terminates for any reason, designating a day, no earlier than any Options held by the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination Employee that have not vested before the effective date of this Agreement such termination of employment (the “Early Termination Date”) shall terminate immediately upon such termination of employment (or, if later, the date specified in Section 2), . (ii) accelerate all amounts owing between If the Parties (Employee’s employment with the Company terminates for any reason prior to the occurrence of a Change in Control or Public Offering, except in the case of a termination for disputed amounts as provided in Cause or Underwater Options, vested Options shall remain outstanding and, subject to Section 9.42(c), exercisable through the earliest of (iiix) end the Term effective as of the Early Normal Termination Date, (ivy) collect 180 days after the occurrence of a Change in Control or Public Offering or, if later, 60 days after the end of any lock-up period applicable to the Options, and (z) any cancellation pursuant to Section 6. Notwithstanding anything herein to the contrary, immediately prior to the occurrence of a Change in Control or Public Offering that occurs following the Termination PaymentDate, a portion of the vested Options that remain outstanding at that time pursuant to this Section 3(b)(ii) shall be forfeited without payment of any consideration such that, following such forfeiture, (vA) withhold the product of the number of remaining vested Options outstanding multiplied by the amount, if any, by which the Fair Market Value as of the date of such Change in Control or Public Offering exceeds the Option Price equals (B) the product of the number of vested Options outstanding as of the Termination Date (plus any payments due Options that became vested after the Termination Date) multiplied by the amount, if any, by which the Fair Market Value as of the Termination Date exceeded the Option Price. Notwithstanding the forgoing, in the event the Employee’s employment with the Company terminates for any reason prior to the Defaulting Party under occurrence of a Change in Control or Public Offering and the Option Price exceeds the Fair Market Value as of the Termination Date, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination (an Option described in this Agreementsentence, (vi) suspend performancean "Underwater Option"). For purposes of this Section 3(b)(ii), and/or (vii) exercise any other right the Fair Market Value as of the date of a Change in Control or remedy available at Law or Public Offering shall be the per Share value implied by such transaction, and the Fair Market Value as of the Termination Date shall be determined as set forth in equity to the extent otherwise permitted under this Stockholders Agreement. (biii) In If the event Employee’s employment with the Company terminates for any reason upon or following the occurrence of early terminationa Change in Control or Public Offering, except in the Non-Defaulting Party case of a termination for Cause, vested Options shall calculate, in a commercially reasonable manner, a Termination Payment as remain exercisable through the earliest of (x) the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Normal Termination Date, (y) 90 days (or one year in the Noncase of a termination for death or Disaiblity) after the Employee’s termination of employment or, if later, 90 days (or one year in the case of a termination for death or Disaiblity) after the end of any lock-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed up period applicable to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount Options, and the sources for such calculation. The Party that owes the Termination Payment shall make such payment (z) any cancellation pursuant to the other Party within ten (10) Business Days after such Notice is effectiveSection 6. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. In the event of, at any time during the Exercise Period, any capital reorganization, or any reclassification of the capital stock of the Company (a) If other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), or the sale or other disposition of all or substantially all the properties and for as long as assets of the Company in its entirety to any other person or an Event underwritten initial public offering of Default with respect to a Defaulting Party has occurred and is continuingthe Common Stock (an “IPO”), the other Party (“Non-Defaulting Party”) has Company shall provide to the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than Holder twenty (20) days after advance written notice of such Notice is deemed to be received reorganization, reclassification, consolidation, merger or sale or other disposition of the Company’s assets or IPO (as provided in Section 21.1), as an early termination date of this Agreement (each a “Early Termination DateSale Event”), and this Warrant shall terminate unless exercised prior to the occurrence of such Sale Event; provided, however, that in the event of such Sale Event, the Holder shall have the right to “put” this Warrant to the Company and in exchange therefore, the Holder shall be entitled to receive, subject to the consummation of the Sale Event, the cash, securities and other property that the Holder would have received in respect of the Exercise Shares had the Holder exercised this Warrant immediately prior to the effective time of such Sale Event less an amount equal to (x) the number of Exercise Shares then subject to this Warrant multiplied by (y) the Exercise Price then in effect hereunder. The Holder shall only effect such put by (i) providing the Company with written notice of exercise of this put right prior to the consummation of the Sale Event, and (ii) accelerate all amounts owing between tendering this Warrant to the Parties (except Company for disputed amounts as provided in Section 9.4), (iii) end cancellation. Any such put shall be subject to the Term effective as consummation of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementSale Event. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen.

Early Termination. It is the desire and expectation of each party that the employer-employee relationship will continue as specified herein and be a pleasant and rewarding experience for the parties hereto. The Company or the Parent will, however, be entitled to terminate Employee's employment at any time with or without Cause (aas defined in this Section 8). Likewise, Employee may terminate his employment at any time for any or no reason. If the Parent or the Company terminate Employee's employment without Cause or Employee terminates such employment following occurrence of an Employee Termination Event, however, the Parent will pay Employee twenty-four months' salary as severance compensation (based on Employee's then current annual base salary) If and for in accordance with the Parent's standard payroll practice, but not less than monthly; provided, however, that to the extent Employee is able to mitigate (provided, Employee shall have no duty to attempt to so mitigate) the amount of such severance compensation by earning compensation through other employment during the twenty-four months following such termination, the Parent's severance payment ---------- ----------- Employee Parent & Co. obligation shall be reduced accordingly; provided further, however, that the Parent will pay Employee at least twelve months' salary as long as an Event of Default severance notwithstanding any such mitigation, the "Minimum Severance Amount." The Company will have no separate obligation to Employee with respect to severance compensation, but shall be jointly and severally liable with Parent for the prompt payment of the salary obligations set forth herein. If Employee dies, is unable to perform his duties and responsibilities as a Defaulting Party has occurred and result of disability that continues for 120 consecutive days or more ("Disability"), voluntarily resigns from the Company or the Parent (other than a termination by Employee following occurrence of an Employee Termination Event), or is continuingterminated for Cause, the other Party Parent will pay Employee (“Non-Defaulting Party”) has the right to (i) send Noticeor his estate, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)executor or legal representative, as an early termination appropriate) any salary that has accrued to the date of this Agreement (“Early Termination Date”)employment ceases, (ii) accelerate all amounts owing between and the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective Parent's obligations to pay additional salary or cash compensation or benefits will terminate as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementsuch date. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 2.2.1 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated at any time by any Party if and when agreed upon by the other Party. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. 2.2.2 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party upon expiration of a [***] period from the Effective Date if the Steering Committee has decided that (a) If Readiness has not been achieved within such a [***] period and decided that (b) there will be no extension of the period wherein Readiness of the IJDP will be achieved. However, if after such termination, a Party (the “Solving Party”) identifies a solution resolving the problem underlying the non-achievement of Readiness and the Solving Party reconsiders the development of the PFT and requiring the Foreground for as long as an Event of Default with respect its implementation, then the Solving Party shall have the obligation to a Defaulting Party has occurred and is continuing, notify the other Party (the “Non-Defaulting Notified Party”) has of such solution during a period of (i) [***] after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a [***] and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.3 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party in each case that the Steering Committee decides, prior to or on the due date, that (a) a given milestone (as specified in Appendix 3) cannot be achieved within the period determined by the Agreement and the Steering Committee decides that (b) there will be no extension of the period wherein the relevant milestone is to be achieved. However, if after such termination, a Solving Party identifies a solution resolving the problem underlying the non-achievement of said milestone and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, the Solving Party shall have the obligation to notify the Notified Party of such solution during a period of (i) send Notice[***] after the date of such termination if the Solving Party independently identifies, designating without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a day[***] and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.4 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if no earlier than license agreement (including but not limited to a license agreement with TPRF or a TPRF Affiliate) is signed with a Licensee within [***] after Readiness or [***] of the day such Notice Effective Date, whichever date is deemed the earliest, and which license agreement covers the construction and operation of a Licensed Unit with a capacity for the production of Propanol (and other (by-)products produced by the plant) of at least [***]. These time periods shall be extended by the number of years under which TPRF has exercised its options for exclusivity according to Section 7.7. 2.2.5 Notwithstanding Paragraph 2.1 hereof, this Agreement may be received (as provided in Section 21.1) and terminated by any Party if, no later than twenty [***] after the Effective Date, or a later date as reasonably agreed by the Steering Committee: (20i) days after TPRF and/or the [***] have expressed disagreement with reasonable and good faith terms and conditions proposed by Coskata and directed to providing Coskata, for the benefit of Licensees, the ability to access the dehydration technology being [***] developed by TPRF and the [***], and (ii) no alternative solution regarding the availability of a dehydration technology to Licensees is agreed upon by the Parties. [***] represent and warrant to undertake a good faith effort to have Coskata and the [***] sign such Notice an agreement or agree to such an alternative solution within this [***]. [***] also agree to maintain, during the course of negotiating an [***] Indicates that text has been omitted which is deemed to be received (the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. agreement as provided for in subsection (i) of this paragraph, a list of material [***]. During the undertaking of such good faith efforts, any such list of material [***] shall be shared between [***], on a monthly basis or otherwise upon request of [***] in a manner that reasonably enables the Parties to [***]. Such termination in application of this Paragraph 2.2.5 may only be exercised on the date [***] after the Effective Date, or any later date reasonably agreed by the Steering Committee. Such termination shall be the sole and exclusive remedy any Party may have on account of the other Party. 2.2.6 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if at any time, in the opinion of outside antitrust counsel, the exercise of rights and obligations contained in this Agreement violates any applicable antitrust laws or regulations and the provisions of Section 21.1)13.8 do not permit the continued operation of this Agreement. The non-terminating Party shall have available any legal remedy for damages resulting from any decision by a Party to terminate the Agreement under this Paragraph 2.2.6 without there being any such violation of applicable antitrust laws or regulations, as an early termination date notwithstanding Section 13.3. 2.2.7 In the event a proceeding for bankruptcy, insolvency, dissolution, compulsory winding-up, judicial custodian, compulsory management, or any other event which under the laws of any jurisdiction has a similar effect, is commenced against Coskata, TPRF may, without waiving any other rights or remedies available to it, apply to any court or authority of competent jurisdiction to prevent any assignment of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as or any of the Early Termination Daterights, (iv) collect title, interests or benefits contemplated therein by operation of law or act of authority or otherwise, to any third party, including any trustee, without the Termination Paymentprior written consent of Coskata, (v) withhold and Coskata shall assist TPRF in this regard in any payments due manner permitted by law. In case of such proceeding being commenced against Coskata, and notwithstanding Paragraph 2.1 hereof, TPRF shall be entitled to terminate this Agreement and/or to withdraw the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity granted to the extent otherwise permitted Coskata under this Agreement. (b) In 2.2.8 Notwithstanding Paragraph 2.1, this Agreement may be promptly terminated by either Coskata or TPRF, upon notice, in the event that without such Party’s prior written consent (i) there is an assignment of early terminationthis Agreement or of all or any part of the Foreground and/or Coskata or TPRF’s Background, for the Non-Defaulting Party benefit of creditors and/or (ii) there is a Change of Control of Coskata or TPRF (the term “Change of Control” shall calculatemean with respect to any Party, in an event whereby a commercially reasonable manner, a Termination Payment third party (other than any TPRF Affiliate or Coskata Affiliate existing as of the Early Termination Effective Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead ) acquires more than fifty percent (50 %) of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement shares or equity interests in order to establish a Settlement Amountsuch Party). (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.49.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the “Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the “Transfer Cut-Off Date”), all of its rights and obligations under this Agreement in respect of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (2) No transfer or substitution pursuant to this Section 6(b)(ii) shall occur unless (x) with respect to a Defaulting Party has occurred and is continuingTax Event Upon Merger, the other Party Rating Agency Condition has been satisfied and (“Non-Defaulting Party”y) has with respect to an Illegality or a Tax Event, the right to (i) send Notice, designating a day, no earlier than position of the day such Notice is deemed to Trust would otherwise not materially be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of prejudiced under this Agreement or any Confirmation (“Early Termination Date”), (ii) accelerate all amounts owing between it being understood that it shall be the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as responsibility of the Early Termination Date, (iv) collect Trust to verify such matters prior to the Termination Payment, occurrence of such transfer or substitution).” (v) withhold any payments due to Section 6(b)(iii) shall hereby be amended by replacing the Defaulting Party under this Agreement, words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) suspend performance, and/or (viiSection 6(b)(iv) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (a) If This Agreement may be terminated at any time by the Board of Employer or by Executive, and it shall terminate upon Executive's death or disability. Any termination by the Board of Employer other than termination for cause (as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”defined below) has the shall not prejudice Executive's right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (compensation or other benefits under this Agreement. Except as provided in Section 21.17, if --------- Executive voluntarily terminates employment before June 30, 2004 Executive will be entitled only to such payments as Executive would have the right to receive upon termination for cause under subsection 5.l(b). ----------------- (b) and no later than twenty (20) days after such Notice is deemed to be received (Except as provided in Section 21.1)7, as an early if Employer terminates this --------- Agreement without cause, Employer shall pay Executive upon the effective date of ------------- such termination all salary earned, benefits accrued and all reimbursable expenses hereunder incurred through such termination date and, in addition, liquidated damages in an amount equal to the greater of this Agreement (“Early Termination Date”)i) two years' salary, or (ii) accelerate all amounts owing between salary for the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as then-remaining term of the Early Termination DateAgreement payable hereunder. If Employer terminates this Agreement for cause, (iv) collect Employer shall pay Executive upon the Termination Paymenteffective date of such termination only such salary earned, (v) withhold benefits accrued and expenses reimbursable hereunder incurred through such termination date. Executive shall have no right to receive compensation or other benefits for any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountperiod after termination for cause. (c) As soon as practicable after establishing the Early Termination DateFor purposes of this Agreement, the Non-Defaulting Party term "cause" shall Notify mean (i) willful misfeasance or gross negligence in the Defaulting Party performance of Executive's duties; (ii) conduct demonstrably and significantly harmful to Employer (including willful violation of any final cease and desist order applicable to Employer or a financial institution subsidiary); or (iii) conviction of a felony. For purposes of this Agreement, "disability" shall have the meaning contained in any long term disability insurance coverage maintained by CBSI or its affiliates, and if no such coverage is in existence, shall mean a medically reimbursable physical or mental impairment that may be expected to result in death, or to be of long, continued duration, and that renders Executive incapable of performing the duties required under this Agreement. The Board or the Compensation Committee of the amount Board, acting in good faith, shall make the final determination of the Termination Payment and whether the Termination Payment Executive is owed suffering under any disability as herein defined and, for purposes of making such determination, may require Executive to the Non-Defaulting Party. The Notice will include submit to a written statement explaining in reasonable detail the calculation of such amount physical examination by a physician mutually agreed upon by Executive and the sources for such calculation. The Party that owes Board or the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveCommittee at Employer's expense. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. 13.2.1 In the event that a Party materially breaches its obligations under this AGREEMENT (aincluding without limitation a MATERIAL SUPPLY BREACH and a late payment of more than thirty (30) If and days), the non-breaching Party may terminate this AGREEMENT upon thirty (30) days prior written notice to the breaching Party, unless the breaching Party cures such breach to the non-breaching Party’s reasonable satisfaction during such thirty day period. Notwithstanding the preceding sentence, in the event that a Party materially breaches its obligations under this AGREEMENT more than two (2) times in any consecutive twenty-four (24) month period, the non-breaching Party may terminate this AGREEMENT immediately without providing the breaching Party an opportunity to cure such breach, by giving the breaching Party written notice thereof. 13.2.2 Each Party may terminate this AGREEMENT by notice in writing to the other Party, for as long as an Event cause, if such other Party is adjudicated to be insolvent or files a petition in bankruptcy. *** Portions of Default with respect this page have been omitted pursuant to a Defaulting Party has occurred request for Confidential Treatment and is continuingfiled separately with the Commission. 13.2.3 VIDARA may immediately terminate this AGREEMENT by notice in writing if VIDARA should be prevented by the HEALTH AUTHORITIES from distributing PRODUCT on the market for all indications. In such event, *** for the other Party following: (“Non-Defaulting Party”A) has the right to VIDARA shall either (at VIDARA’s discretion) (i) send Notice, designating a day, *** in accordance with the then existing *** under the *** (in which case *** or (ii) *** of the unit price of the PRODUCT then in effect for the PRODUCT forecasted in the then existing *** under the *** ; and (B) *** any non-cancelable costs incurred by BI RCV for COMPONENTS which were purchased by BI RCV at VIDARA’s request to the extent that VIDARA has not yet paid for such COMPONENTS; provided that VIDARA shall have no earlier than liability to BI RCV under this Section 13.2.3 in the day event that such Notice HEALTH AUTHORITY action is deemed solely due to any breach of BI RCV’s warranties under this Agreement or any negligence or willful misconduct by BI RCV or BI Pharma KG. 13.2.4 All payments in connection with early termination shall be received due within thirty (as provided in Section 21.1) and no later than twenty (2030) days after such Notice is deemed to be received (as provided in Section 21.1), as an receipt by BI RCV of the notice of early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as from VIDARA and receipt by VIDARA of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementrespective invoice from BI RCV. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. Either you or we may terminate this Agreement at any time, for convenience and without cause, on thirty (30) days’ written notice to the other party. If we terminate this Agreement after a breach by you, or if you terminate this Agreement before the end of the Initial Term or any Renewal Term, including for convenience and otherwise, without cause, you agree to pay an early termination fee of an amount equal to the greater of: (i) $495.00 per MID, and (ii) the average monthly fees assessed to you under the Agreement for months during which you processed any transactions (exclusive of interchange fees and other fees or assessments imposed by a third party in connection with your payment processing) multiplied by the number of months remaining in the then-current Initial Term or Renewal Term, as applicable. However, if your Initial Term is one (1) year and you provide us with thirty (30) calendar days’ prior written notice of termination, the above termination fee will be waived. You agree to pay the early termination fee immediately upon termination, and you further authorize us to deduct the total amount from your Designated Account(s), or to otherwise withhold the total amount from amounts due to you under this Agreement. You agree that the early termination fee is not a penalty, but rather is reasonable in light of the financial harm caused by your early termination. Other remedies we may have under this Agreement still apply. Notwithstanding the above, no early termination fee will be charged to the extent it is prohibited by Laws or Operating Regulations. Additionally, you agree to pay us: (a) If any unpaid invoice; and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In any damages, losses, expenses, fees, fines, penalties, chargeback amounts, and adjustments we incur in connection with the event of early terminationAgreement. You authorize us to debit your Designated Account or to deduct amounts you owe us under this Section from the settlement funds we owe you. You are responsible for any collection fees, the Non-Defaulting Party shall calculatelegal fees, and other expenses we incur in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountrecovering your delinquent amounts. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Amount; however, if the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment will be calculated using the Event of the Settlement Default Payment Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement an Event of Default Payment Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If Upon the occurrence and for as long as during the continuance of an Event of Default with respect Default, as to a the Defaulting Party has occurred and is continuingParty, the other Party (the “Non-Defaulting Party”) has may, in its sole discretion, (a) accelerate and liquidate the right Parties’ respective obligations under the Confirmations that gave rise to the Event of Default by establishing, and notifying the Defaulting Party of, a termination date (i) send Notice, designating a day, which shall be no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days and no later than thirty (30) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination the date of this Agreement such notice) on which the Confirmation shall terminate and be liquidated pursuant to Section 10.3 (“Early Termination Date”), and/or (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (vb) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performanceuntil such Event of Default is cured, and/or (viic) exercise any other right or remedy available at Law or in equity suspend performance of its obligations under this Base Contract and the Confirmation subject to the extent otherwise permitted Event of Default until such Event of Default is cured; provided, however, that in no event shall any withholding of payment or suspension of performance under this Agreement. Section 10.2 continue for longer than fifteen (b15) In Business Days with respect to any single Confirmation unless an Early Termination Date shall have been declared and notice thereof given pursuant to this Section 10.2. The foregoing notwithstanding, if the event Event of early terminationDefault is other than the ones described in Sections 10.1.1, 10.1.2 or 10.1.5 above, the Non-Defaulting Party shall calculatemay, in a commercially reasonable mannerits sole discretion, a elect to establish an Early Termination Payment as of Date and terminate all (but not less than all) Confirmation(s) under this Base Contract and pursue both the remedies provided for in Section 4.6 for damages accrued prior to the Early Termination Date; provided Date and to liquidate pursuant to Section 10.3 for all remaining Coal that if has yet to be delivered under the Event Confirmations. If notice of an Early Termination Date is given under this Section 10.2, the Early Termination Date will occur on the designated date, whether or not the relevant Event(s) of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead continuing. Any rights of the Settlement Amount. The a Non-Defaulting Party under this Section 10.2 shall not have be in addition to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with other rights under this Article Eighteen10.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, other than with respect to payments to be made from one Party to the other Party as described in Subsection 13.2 (“f), upon written notice by the Non-Defaulting Party to the Defaulting Party, the Defaulting Party shall have a period of sixty (60) Days following the delivery of such written notice to the Non-Defaulting Party”, to cure the specified Default. In the event that the Defaulting Party has not effectuated a cure within such sixty (60) has day period, the right Non-Defaulting Party upon Notice to (i) send Noticethe Defaulting Party, designating may designate a dayDay, no earlier than the day Day such Notice is deemed given and no later than ten (10) Business Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination of this Agreement pursuant to be received (this Section. If an Event of Default has occurred as provided for in Section 21.1) Subsection 13.2 (f), the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, at its sole election, to immediately withhold or suspend deliveries or payments, as may be applicable. In addition thereto, the Non-Defaulting Party, upon Notice to the Defaulting Party, may designate a Day, no earlier than the Day such Notice is given and no later than twenty (20) days Business Days after such Notice is deemed to be received (as provided in Section 21.1)given, as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect for the Termination Payment, (v) withhold any payments due liquidation and termination of the Agreement pursuant to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementSection. (b) In the event As of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each Party with respect to all Gas delivered and received between the Parties under this Agreement on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts, for which payment has not yet been made by the Party that owes such payment under this Agreement. (c) The Non-Defaulting Party shall also aggregate the costs that the Non-Defaulting Party incurs in liquidating and accelerating this Agreement, or otherwise settling obligations arising from the cancellation and termination of this Agreement, including brokerage fees, commissions, and other similar transaction costs and expenses reasonably incurred by the Non-Defaulting Party including costs associated with hedging its obligations, transaction costs associated with obtaining replacement suppliers or markets (e.g. brokerage fees, or other such payments), additional transmission costs, ancillary services costs and like costs incurred in moving the replacement Gas to or from the Delivery Point) and reasonable attorneys’ fees and other reasonable litigation costs incurred in connection with enforcing its rights under this Agreement (collectively “Costs”) and such Costs shall be due to the Non-Defaulting Party. (d) The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the Parties under this Section so that all such amounts are netted or aggregated to a single liquidated amount of payable by one Party to the Termination Payment and whether other (the Termination Payment is “Net Settlement Amount”). At its sole option, the Non-Defaulting Party may set-off (i) any Net Settlement Amount owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Party against any collateral provided as assurance of such amount performance and the sources for such calculation. The Party that owes the Termination Payment shall make such payment held by it under this Agreement; or (ii) any Net Settlement Amount payable to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes against any amount(s) payable in Dollars or any other currency by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or arrangement between the Defaulting Party and the Non-Defaulting Party or its Affiliates. The obligations of the Non-Defaulting Party, the Non-Defaulting Party’s calculation of the Termination PaymentAffiliates, in whole or in part, and the Defaulting Party shall, within five (5) Business Days under this Agreement or otherwise in respect of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide such amounts shall be deemed satisfied and discharged to the extent of any such set-off. The Non-Defaulting Party a detailed written explanation will give the Defaulting Party Notice of any set-off effected under this Section provided that failure to give such Notice shall not affect the validity of the basis for such disputeset-off. Disputes regarding the Termination Payment Nothing in this paragraph shall be resolved deemed to create a charge or other security interest. The rights provided by this Section are in accordance with Article Eighteen.addition to and not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which a Party may be entitled (whether by operation of law, contract or otherwise). “

Early Termination. This Agreement may be terminated as follows: (a) If and for as long as an Event of Default with respect to a Defaulting Party the NDA Transfer Date has not occurred and is continuing, the other Party within six (“Non-Defaulting Party”6) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as months of the Early Termination Effective Date, (iv) collect the Termination Payment, (v) withhold any payments due either Party may provide written notice of an intent to the Defaulting Party under terminate this Agreement, (vi) suspend performanceprovided that if a Party intends to terminate the Agreement, and/or (vii) exercise any other right or remedy available at Law or such Party shall first discuss in equity good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the extent otherwise permitted Agreement. Termination under this AgreementSection 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) In Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or (ii) terminate this Agreement prior to expiration of the Term in the event the other Party is in material default or breach of early terminationthe performance of its obligations hereunder, and has not cured such breach within (i) thirty (30) days after written notice thereof provided by the Nonnon-Defaulting breaching Party shall calculateto the breaching Party, in case such breach is a commercially reasonable manner, non-payment of any amount due under this Agreement (which shall be deemed a Termination Payment as material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party to the breaching Party for other cases of breach. The termination shall become effective at the end of the Early Termination Date; provided that (x) thirty (30) day period in case the breach is a non-payment of any amount due under this Agreement if the Event breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of Default occurs prior to breach unless the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amountbreaching Party cures such breach during such sixty (60) day period. The Non-Defaulting Party right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not have be affected in any way by such Party’s waiver or failure to enter into take action with respect to any transactions to replace the Agreement in order to establish a Settlement Amountprevious breach or default. (c) As soon as practicable Braeburn may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement: (i) on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after establishing discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Early Termination DateTitan Agreement, then Braeburn shall negotiate in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the Non-Defaulting Party ROFN outlined in Section 2.9 shall Notify survive for the Defaulting Party remainder of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveInitial Term. (d) If Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the Defaulting other Party, if either Party disputes determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Non-Defaulting Party’s calculation Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Termination PaymentTerm; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, in whole or in part, the Defaulting Party shall, within five (5Section 12.2(a) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenTitan Agreement.

Early Termination. (a) If Upon the occurrence of, and for as long as during the continuation of, an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationDefault, the Non-Defaulting Party shall calculate(as the Terminating Party) may terminate this Agreement by written notice to the other party designating the date of early termination and delivered to the Defaulting Party no less than ten (10) days before such early termination date. (b) Upon the occurrence of, and during the continuation of, an Event of Termination, (i) Either a. in the event of one Affected Party, the Non-Affected Party (as the Terminating Party), or b. in the event of two Affected Parties, either party (as the Terminating Party), in a commercially reasonable mannereither case, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior may terminate this Agreement by notice to the Initial Delivery Date other party designating the date of early termination and delivered to the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountother party no less than ten (10) days before such early termination date. (c) As soon as practicable after establishing In the Early event of an early termination of this Agreement pursuant to Section 5.2(b), no Termination DateAmount shall be payable by either party. In the event of an early termination of this Agreement pursuant to Section 5.2(a), the Non-Defaulting applicable Terminating Party shall Notify the Defaulting Party calculate in good faith an amount (if any) to be received by it as a result of the amount termination of this Agreement (the “Termination Payment and whether Amount”) equal to: (i) If the Termination Payment Buyer is owed to the NonTerminating Party, the then-Defaulting applicable Buyer Exposure Amount plus any Costs incurred by the Buyer; and (ii) If the Seller is the Terminating Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and then-applicable Seller Exposure Amount plus any Costs incurred by the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveSeller. (d) If The other Party shall pay the Defaulting Terminating Party disputes an amount equal to the Non-Defaulting Party’s calculation applicable Termination Amount, together with interest at the Default Rate from the early termination date until the date of payment. The Terminating Party shall calculate such amount as of the early termination date or promptly thereafter, and promptly notify the other party of the Termination PaymentAmount showing in reasonable detail how such amount was calculated. The owing party shall pay the Terminating Party the required amount within 30 Business Days of notification of the Termination Amount. For the avoidance of doubt, in whole or in partthe event of an early termination of this Agreement pursuant to Section 5.2(a), the Defaulting Party shallshall not be entitled to receive any Termination Amount. (e) In the event of an early termination of this Agreement pursuant to Section 5.2(a), within five (5) Business Days of receipt the Terminating Party may exercise and enforce each and all of the Non-Defaulting Party’s calculation of the Termination Paymentrights and remedies available to it under this Agreement and, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen9, the applicable Credit Support provided by the other party. In addition, in the event of an early termination of this Agreement pursuant to Section 5.2(a), if the Terminating Party is the Seller, Seller may exercise and enforce, in any order, (i) each and all of the rights and remedies available to a secured party under the UCC, the PPSA or other applicable law and (ii) each and all of the rights and remedies available to it under the Assignment Agreement. (f) In the event of a termination of this Agreement, the parties’ respective obligations under this Agreement shall terminate (other than those obligations which expressly are to be performed after termination or which survive termination pursuant to Section 5.3 hereof). (g) (i) In the event of a termination of this Agreement, each party shall pay to the other all amounts due the other under this Agreement for all periods prior to termination.

Early Termination. (a) If The Parties (EGI acting as one Party for the purposes of this section) may terminate this Agreement at any time by mutual written consent. In addition, each Party shall have the right to terminate this Agreement effective upon ten (10) days’ prior written notice to the other Party, if any of the following shall occur (each, an “Event of Default”): (i) the other Party defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and such default is not remedied to the reasonable satisfaction of the non-defaulting Party within thirty (30) days after written notice to the other Party (provided that no notice of a default given under Section 12 shall be deemed to establish the existence of a default unless it has in fact occurred), or if such default is not capable of rectification within thirty (30) days, the other Party has not promptly commenced to rectify the default within such thirty (30) day period, and thereafter proceeds diligently to rectify same; or (ii) the other Party makes an assignment for as long as the benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law which proceedings remain undischarged for a period of sixty (60) days, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of sixty (60) days, or if the corporate existence of the other Party is terminated by voluntary or involuntary dissolution or winding-up (other than by way of amalgamation or reorganization). Notwithstanding the foregoing, in the case of any Event of Default applicable to all PURCHASERS, the remedies of the PURCHASERS shall be exercised by the PURCHASERS acting pursuant to Majority Action. In connection therewith, the PURCHASERS may, among other things, appoint by Majority Action one or more among themselves to act on behalf of all with respect to an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) exercise and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as defense of the Early Termination Date, rights of the PURCHASERS. (ivb) collect the Termination Payment, (v) withhold Notwithstanding any payments due to the Defaulting Party under other provision of this Agreement, (vi) suspend performance, and/or (vii) exercise any other EGI shall have no right or remedy available at Law or in equity to the extent otherwise permitted under terminate this Agreement. (bc) In Notwithstanding the event termination of early terminationthis Agreement in accordance with the terms hereof, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as Parties agree to fulfill and perform all of the Early Termination Date; provided their respective covenants and obligations that if the Event of Default occurs arise prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead date of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivetermination. (d) If an Event of Default as set forth in Section 12(a) occurs and is continuing: (i) if the Defaulting non-defaulting Party disputes is the NonPURCHASERS, the PURCHASERS shall have the right, upon written notice to EGI, at its option, to demand repayment of the Capital Contribution (the “EGI Default Fee”), without interest, at the time of the occurrence of the applicable Event of Default; and (ii) if the non-Defaulting Party’s defaulting Party is EGI, EGI shall have the right, upon written notice to the PURCHASERS, at their option, to retain the Purchase Price received to such date (the “PURCHASER Default Fee”). Upon demand from the PURCHASERS, which demand shall include a calculation of the Termination PaymentEGI Default Fee, EGI shall promptly pay the EGI Default Fee in cash by wire transfer, in whole immediately available funds, to a bank account designated by each respective PURCHASER. (e) The Parties hereby acknowledge that: (i) each Party will be damaged by an Event of Default; (ii) it would be impracticable or in part, extremely difficult to fix the Defaulting Party shall, within five actual damages resulting from the Event of Default; (5iii) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide any sums payable or retainable pursuant to the Non-Defaulting Party EGI Default Fee or the PURCHASER Default Fee, as the case may be, are in the nature of liquidated damages, not a detailed written explanation penalty and are fair and reasonable; and (iv) any payment made or retained pursuant to the EGI Default Fee or the PURCHASER Default Fee, as the case may be, with respect to an Event of Default Represents fair compensation for the basis for Losses that may reasonably be anticipated from such dispute. Disputes regarding the Termination Payment shall be resolved Event of Default in accordance with Article Eighteenfull and final satisfaction of all amounts owed in respect of such Event of Default.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "'Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the 'Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether Payment, inclusive of a statement showing its determination. The Affected Party shall pay the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation Notifying Party within 10 Days of receipt of such notice. At the time for payment of any amount and the sources for such calculation. The due under this Article 4, each Party that owes the Termination Payment shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award.

Early Termination. If a Triggering Event (a) If and for as long as an Event of Default defined in Section 17.2)Event, pursuant to Section 17.2, occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Contract, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two (2) Business Days written notice to the first Party, designating a day, no earlier than the day such Notice is deemed to which notice shall be received (as provided in Section 21.1) and given no later than twenty 60sixty (2060) days Days after such Notice is deemed to be received the discovery of the occurrence of the Triggering Event, establish a date on which this Contract will terminate (as provided in Section 21.1), as an early termination date of this Agreement (“"Early Termination Date”"), and (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of this Contract; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 17.2 as it may apply to the Defaulting Party under any party, this AgreementContract shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationas if an Early Termination Date had been immediately declared. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Contract (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under this Contract had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Contract and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 17.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10ten (10) Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10ten (10) Days of Affected Party’s receipt of such notice. At the time for payment of any amount due under this Article 17, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Contract and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three (3) Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Contract or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Contract or otherwise).

Early Termination. (a) If and for as long as an Event of Default Notwithstanding Section 10 above, this Agreement in its entirety or, pursuant to Section 11(e), with respect to a Defaulting particular territory shall be terminated as follows: (a) the Parties agree that, if either makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. conduct its business or affairs, or if either Party has occurred is adjudged in any legal action to be either a voluntary or involuntary bankrupt, the obligations of the other Party and the rights and privileges under this Agreement of the Party involved as a debtor in any such debtor/creditor proceedings will be considered to have ceased and terminated immediately prior to such assignment, appointment of trustee or receiver or bankruptcy; (b) if either JDI or Manufacturer fails to fulfill its obligations under this Agreement in any material respect except for reasons stated in Section 17 (“Force Majeure”), the non-defaulting Party will be entitled to notify the defaulting Party of the default in writing and the defaulting Party will exert its reasonable efforts to rectify the default promptly but not later than 30 days from the date of receipt of notice of the default. If the default is continuingcured within 30 days, the default will be considered non-existent. If the default is not cured within 30 days, then the non-defaulting Party may, in addition to other remedies, terminate this Agreement, by giving at least 10 days’ advance written notice thereof to the defaulting Party; (c) upon notice from JDI to Manufacturer, if Manufacturer consistently rejects Purchase Orders or consistently is unable to meet Product quality standards, production schedules or delivery dates for reasons other than those solely attributable to JDI; (d) either Party may terminate this Agreement at the end of a term of the Agreement by giving 6 months’ advanced written notice to the other Party (“Non-Defaulting Party”which, for the avoidance of doubt, may be given prior to the expiration of the term of this Agreement but shall be effective only upon the expiration of such term); (e) has immediately upon the right to occurrence of either (i) send Notice, designating termination of the New BLA in its entirety or with respect a day, no earlier than the day such Notice is deemed to be received (as provided relevant territory in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), accordance with its terms or (ii) accelerate all amounts owing between with respect to any territory at any time that there are no LICENSED PRODUCTS (as defined in the Parties (except for disputed amounts as provided in Section 9.4), (iiiNew BLA) end sold by JDI under the Term effective as terms of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due New BLA in such territory. Any such termination pursuant to the Defaulting Party under terms of this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party Section shall not have to enter into affect any transactions to replace claim which may exist for damages by the Agreement in order to establish a Settlement Amountterminating Party. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event event of Default with respect to a Defaulting Party has occurred and is continuingoccurs, the other non‑defaulting Party (“Non-Defaulting Party”) has the right to may (i) send Notice, designating establish a day, no earlier than the day such Notice is deemed to be received date (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“"Early Termination Date”), ") on which this Agreement shall terminate by providing written notice to the defaulting Party and (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of this Agreement; provided, however, upon the occurrence of any event of Default listed in Section 8.1.4 as it may apply to any Party, this Agreement shall automatically terminate, without notice, and without any other action by either Party as if an Early Termination Date had been declared immediately prior to such event. If an Early Termination Date has been designated, the non‑defaulting Party shall in good faith calculate its Gains or Losses and Costs resulting from the termination of this Agreement. The Gains, Losses and Costs shall be determined by comparing the value of the remaining Term, contract quantity and contract price under this Agreement had it not been terminated to the Defaulting equivalent quantities and relevant market prices for the remaining Term either quoted by a bona fide third‑party or which are reasonably expected to be available in the market under a replacement contract for this Agreement. To ascertain the market prices of a replacement contract, the non‑defaulting Party under may consider, among other valuations, any or all of the settlement prices of NYMEX electricity futures contracts, quotations from leading dealers in Energy contracts and other bona fide third party offers, all adjusted for the length of the remaining Term and differences in transmission costs. It is expressly agreed that a Party shall not be required to enter into a replacement transaction in order to determine the Termination Payment (as hereafter defined). The non‑defaulting Party shall aggregate such Gains, Losses and Costs with respect to this Agreement into a single net amount ("Termination Payment"). If the non‑defaulting Party’s aggregate Losses and Costs exceed its aggregate Gains, the defaulting Party shall, within fifteen (15) Business Days of receipt of such notice, pay the net amount to the non‑defaulting Party, which amount shall bear interest at the Late Payment Rate from the Early Termination Date until paid. If the non‑defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenzero.

Early Termination. (a) If and for as long as during the Term there shall occur total damage or destruction to the Facility, such that the Facility is rendered wholly untenantable, through an Event of Default with respect to a Defaulting Party has occurred event that is not caused by, and is continuingoutside of the control of, Parent, and if as a result of the other Party foregoing, Parent is precluded, in the entirety, from using and occupying the Facility or a material portion thereof and/or using the Personal Property for a period in excess of thirty (“Non-Defaulting Party”30) has consecutive days, then Parent shall have the right to terminate the Term by giving the Company written notice to such effect within thirty (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2030) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as expiration of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementforegoing 30-day period. (b) In If the event of early termination, the Non-Defaulting Party shall calculate, Term is not terminated in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partyaccordance with subparagraph (a) hereof, then the Termination Payment will be calculated using Company shall repair the Damage Payment Amount instead damage or destruction or otherwise make all necessary alterations to the Facility to allow Parent to continue its use and occupancy of the Settlement Amount. The Non-Defaulting Party Facility and its use of the Personal Property; provided, however, the Company shall not have be required to enter into make any transactions such repair or such alterations to replace the Agreement Facility, if the cost thereof, in order excess of all insurance payments actually received by the Company, would exceed $50,000, in the aggregate, and the Company so notifies Parent within thirty (30) days after the date of such damage or destruction. If the Company so notifies Parent of its election not to establish make such repairs, or if such repairs are not substantially completed within six months, then Parent may terminate the Term under Section 5.8(a) above as if the Facility suffered a Settlement Amounttotal damage or destruction, such that the Facility is rendered wholly untenantable. (c) As soon as practicable after establishing If Parent’s right to use and occupy the Early Termination Date, Facility and/or use the Non-Defaulting Party shall Notify Personal Property terminates prior to the Defaulting Party expiration of the amount Term, other than by reason of default or breach by the Company hereunder, then, (i) notwithstanding such termination, Parent shall remain obligated to pay the Company one hundred percent (100%) of the Termination Payment Product Fee payable hereunder on any Product for which (A) in the case of a Product that requires a pharmacokinetic study, a pharmacokinetic study has been commenced and whether successfully completed at the Termination Payment is owed Facility prior to such termination, and (B) in the Non-Defaulting Party. The Notice will include case of a written statement explaining Product that does not require a pharmacokinetic study, an in reasonable detail vitro dissolution profile has been commenced and successfully completed at the calculation of Facility prior to such amount and the sources for such calculation. The Party that owes the Termination Payment termination, (ii) Parent shall make such payment not be obligated to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation pay any portion of the Termination Payment, in whole Product Fee on any Product for which a pharmacokinetic study or in part, vitro dissolution profile has not been commenced and successfully completed at the Defaulting Party shall, within five Facility prior to such termination and (5iii) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Purchaser shall no obligation to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with purchase any Additional Shares under Article EighteenII hereof.

Early Termination. On or about September 23, 2002, Peregrine filed a Motion for Order Under Section 365(a) of the Bankruptcy Code Authorizing the Debtors to Reject Certain Executory Contracts and Unexpired Leases of Nonresidential Real Property (a) If the "REJECTION MOTION"). The Rejection Motion seeks Court approval of Tenant's rejection of that certain lease between KR-Carmel Partners, LLC, predecessor-in-interest to Landlord, and for Peregrine dated as long of June 9, 1999 (as an Event of Default with respect to a Defaulting Party has occurred and is continuingamended, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) "PEREGRINE BUILDING 3 LEASE"). The terms and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date conditions of this Agreement (“Early Termination Date”)Lease, (ii) accelerate all amounts owing between and the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as obligations of the Early Termination Dateparties hereunder, are subject to and conditioned upon the issuance of an order by the bankruptcy court under the Bankruptcy Case approving Peregrine's rejection of the Peregrine Building 3 Lease (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) "COURT APPROVAL"). In the event of early terminationthat Court Approval has not been obtained on or before April 15, 2003 (the Non"OUTSIDE APPROVAL DATE"), Tenant shall have a one-Defaulting Party shall calculate, in time right to deliver a commercially reasonable manner, notice to Landlord (a Termination Payment as of "TERMINATION NOTICE") electing to terminate this Lease effective upon the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within date occurring five (5) Business Days of business days following receipt of the Non-Defaulting Party’s calculation by Landlord of the Termination PaymentNotice (the "EFFECTIVE DATE"). The Termination Notice must be delivered by Tenant to Landlord, provide if at all, not earlier than the Outside Date nor later than fifteen (15) business days after the Outside Date. Upon any termination pursuant to the Non-Defaulting Party a detailed written explanation this Section 2.3, Landlord and Tenant shall be relieved from any and all liability to each other resulting hereunder except (i) Landlord shall return to Tenant any portion of the basis "Over-Allowance Amount", as that term is defined in Section 4.2 of the Tenant Work Letter, which has not been expended by Landlord in connection with the construction of the Tenant Improvements, and (ii) Landlord shall reimburse Tenant, within thirty (30) days of Landlord's receipt of an invoice therefor (with reasonable supporting documentation), the third-party legal fees reasonably incurred by Tenant in connection with the negotiation of this Lease, and the actual, out-of-pocket costs and expense reasonably incurred by Tenant in connection with the preparation of construction plans and drawings for such disputethe Premises; provided, however, in no event shall Landlord be required to reimburse Tenant pursuant to this subsection (ii) in an aggregate amount that exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). Disputes regarding the Termination Payment Tenant's rights to terminate this Lease, as set forth in this Section 2.3, shall be resolved Tenant's sole and exclusive remedy at law or in accordance with Article Eighteenequity for the failure of the bankruptcy court to approve Peregrine's rejection of the Peregrine Building 3 Lease.

Early Termination. (a) With respect to the Expansion Project, Seller shall use reasonable efforts to cause the Notice to Proceed Date to occur on or before the second (2nd) anniversary of the Execution Date (as may be extended hereunder, the “Target NTP Date”). The Target NTP Date shall be subject to extension on a day-for-day basis for each Day that the achievement of the Notice to Proceed Date is delayed by a Force Majeure Event or by acts or omissions of Buyer up to a maximum of 120 days. If and the Notice to Proceed Date has not occurred by the Target NTP Date (as may be extended), then for as so long as an Event of Default with respect the Notice to a Defaulting Proceed Date has not occurred, either Party has occurred and is continuing, shall be permitted to terminate this Agreement by furnishing the other Party with written notice of termination specifying a date of termination of this Agreement, which termination date shall be no earlier than sixty (“Non-Defaulting Party”60) has days after the date of such notice; provided, however, that (i) the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of so terminate this Agreement (“Early Termination Date”), shall expire if the Notice to Proceed Date occurs and (ii) accelerate all amounts owing between any notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Notice to Proceed Date occurs prior to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or termination date specified in equity to the extent otherwise permitted under this Agreementsuch notice of termination. (b) In With respect to the event Interim Project, Seller shall use reasonable efforts to cause the Interim Operations Date to occur on or before the second (2nd) anniversary of early terminationthe Execution Date (as may be extended hereunder, the Non“Target Interim Operations Date”). The Target Interim Operations Date shall be subject to extension on a day-Defaulting for-day basis for each Day that the achievement of the Interim Operations Date is delayed by a Force Majeure Event or by acts or omissions of Buyer up to a maximum of 120 days. If the Interim Operations Date has not occurred by the Target Interim Operations Date (as may be extended), then for so long as the Interim Operations Date has not occurred, either Party shall calculatebe permitted to terminate this Agreement by furnishing the other Party with written notice of termination specifying a date of termination of this Agreement, in a commercially reasonable mannerwhich termination date shall be no earlier than sixty (60) days after the date of such notice; provided, a Termination Payment as of however, that (i) the Early Termination Date; provided that right to so terminate this Agreement shall expire if the Event Interim Operations Date occurs, and (ii) any notice of Default such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if the Interim Operations Date occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead termination date specified in such notice of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amounttermination. (c) As soon With respect to the Expansion Project, Seller shall use reasonable efforts to cause the Commercial Operations Date to occur on or before the fifth (5th) anniversary of the Execution Date (as practicable after establishing the Early Termination Datemay be extended hereunder, the Non“Target Commercial Operations Date”). The Target Commercial Operations Date shall be subject to extension on a day-Defaulting for-day basis for each Day that the achievement of the Commercial Operations Date is delayed by a Force Majeure Event or by acts or omissions of Buyer up to a maximum of 120 days. If the Commercial Operations Date has not occurred by the Target Commercial Operations Date (as may be extended), then for so long as the Commercial Operations Date has not occurred, either Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed be permitted to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to terminate this Agreement by furnishing the other Party within ten with written notice of termination specifying a date of termination of this Agreement, which termination date shall be no earlier than sixty (1060) Business Days days after the date of such Notice is effectivenotice; provided, however, that (i) the right to so terminate this Agreement shall expire if the Commercial Operations Date occurs and (ii) any notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if the Commercial Operations Date occurs prior to the termination date specified in such notice of termination. (d) If In the Defaulting Party disputes the Non-Defaulting Party’s calculation event of the Termination Payment, in whole or in parta termination pursuant to this Section 2.2, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment Parties shall be resolved in accordance with Article Eighteenreleased and discharged from any obligations arising or accruing hereunder from and after the date of such termination and shall not incur any additional liability to each other as a result of such termination; provided that, for sake of clarity, such termination shall not discharge or relieve either Party from any obligation that has accrued prior to such termination.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingoccurred, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in be entitled to a commercially reasonable manner, a “Termination Payment as of Payment” equal to (i) the Project Development Security if the Early Termination Date; provided that if the Event of Default Date occurs prior to the Initial Delivery Date and or (ii) the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs on or after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) The Lessee shall be entitled to terminate this Lease by giving Lessor at least sixty (60) days' prior written notice of such termination ("Termination Notice"). If and for as long as an Event any of Default with respect to a Defaulting Party has occurred and is continuingthe events set forth in PARAGRAPH 3.3(b) shall occur ("Lessor Termination Events"), the Lessor shall be entitled to terminate this Lease by giving Lessee a Termination Notice at least one hundred eighty (180) days prior to the effective date thereof. Any Termination Notice given under this PARAGRAPH shall specify the effective date of such termination. Lessee shall not be liable to pay any termination or other Party (“Non-Defaulting Party”) has fee or expense in connection with the right termination of the Lease under this PARAGRAPH, and, upon termination of the Lease under this PARAGRAPH, Lessee shall have no further liability to (i) send NoticeLessor under this Lease, designating a day, no earlier than the day such Notice is deemed to be received (except as otherwise provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementLease. (b) In Each of the event following shall be a "Lessor Termination Event" giving Lessor the right but not the obligation to terminate this Lease as set forth in PARAGRAPH 3.3(a): (i) The acceptance by Lessor of early termination, an offer to lease or sell the Non-Defaulting Party shall calculate, in Building to a commercially reasonable mannerthird party. For purposes hereof, a Termination Payment as sale of assets, sale of stock, merger or other transaction in which control of Lessor or the Building is to be conveyed to a third party shall constitute a "sale" of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountBuilding. (cii) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party The cessation of all or a substantial portion of the amount operations of Lessor at the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveIndustrial Center. (diii) If The entry by Lessor into an agreement with a third party for a change in control of Lessee, or the Defaulting Party disputes occurrence of a change in control of Lessee. A "change in control" of Lessee for purposes of this Lease shall be deemed to have taken place if (A) Lessor or any of its affiliates no longer have the Non-Defaulting Party’s calculation power to vote, directly or indirectly, whether through record or beneficial ownership, a voting trust arrangement, or other contractual arrangement, a majority of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt voting power of the Non-Defaulting Party’s calculation outstanding shares of the Termination PaymentLessee, provide or (B) all or substantially all of Lessee's assets are sold to the Non-Defaulting Party any person other than an affiliate of Lessor. For purposes hereof, a detailed written explanation of the basis "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint stock company, or similar organization or group acting in concert. A "person" for such dispute. Disputes regarding the Termination Payment these purposes shall be resolved deemed to be a "beneficial owner" as that term is used in accordance with Article EighteenRule 13d-3 under the Securities Exchange Act of 1934, as amended.

Early Termination. Borrower may also terminate this Agreement by giving Lender at least thirty (30) days prior written notice (the "Early Termination Notice") and payment in full of all of the Obligations as provided herein, including the Early Termination Fee (as hereinafter defined), unpaid Facility Fee and any other fees, provided that, the Affiliated Borrower simultaneously terminates the Affiliate Loan Agreements contemporaneously therewith. Borrower shall have no right to terminate this Agreement as aforesaid if the Affiliate Loan Agreements are not being simultaneously terminated by the Affiliated Borrower. Lender shall also have the right to terminate this Agreement at any time upon or after the occurrence of an Event of Default. If Lender terminates this Agreement upon or after the occurrence of an Event of Default, Borrower, jointly and severally with Affiliated Borrower, shall pay Lender forthwith, in full, payment of all Obligations, including Early Termination Fee, Facility Fee and any other fees. In view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender's lost profits, the early termination fee (the "Early Termination Fee"), which shall be the joint and several obligation of Borrower and Affiliated Borrower, shall be equal to: (a) If such termination occurs on or prior to the first anniversary of this Agreement, three (3%) percent of the Maximum Credit; (b) If such termination occurs after the first anniversary of this Agreement, but on or prior to the second anniversary of this Agreement, two (2%) percent of the Maximum Credit; and (c) If such termination occurs after the second anniversary of this Agreement, one (1%) percent of the Maximum Credit. Notwithstanding anything to the contrary contained herein, Borrower acknowledges, confirms and for as long as an Event of Default with respect to a Defaulting Party has occurred agrees that from and after the date which is continuing, the other Party thirty (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2030) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as receipt by Lender of the Early Termination DateNotice, (iv) collect Lender shall have no obligation to make any loans, advances or other financial accommodations to or for the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementbenefit of Borrower hereunder. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If an Event of Default occurs as a result of the failure by Lessee to pay any Lease Payment (or by the Other Lessee to pay any "Lease Payment" under the Other Lease) at any time during the Term, then regardless of and notwithstanding the fact that Lessor (or Other Lessor) has or may have some other remedy under this Lease (or the Other Lease) by virtue thereof, or in law or in equity, Lessor may give to Lessee a notice (herein called the "second notice") of intention to end the Term of this Lease specifying a day not less than thirty (30) days thereafter and, upon the giving of the second notice, this Lease and the Term and estate hereby granted shall expire and terminate upon the day so specified in the second notice if such Event of Default be still then continuing, as fully and completely and with the same force and effect as if the day so specified were the date hereinbefore fixed for the expiration of the Term of this Lease, and all rights of Lessee under this Lease shall expire and terminate, but Lessee shall remain liable for damages as hereinafter provided; provided, however, that notwithstanding the time limitation for exercising the Option pursuant to Article 6, Lessee may exercise the Option pursuant to Article 6 so long as an the scheduled closing under Article 6 shall occur prior to the end of the Term of the Lease specified in Lessor's second notice and Lessee shall comply with the other requirements of Article 6, including the contemporaneous exercise and closing of the Other Lease Option. If the Other Lessor gives the Other Lessee a "second notice" under Section 19.2(a) of the Other Lease, then notwithstanding the time limitation for exercising the Option pursuant to Article 6, Lessee may exercise the Option pursuant to Article 6 so long as the scheduled closing under Article 6 shall occur prior to the end of the "Term" of the Other Lease specified in Other Lessor's second notice and Lessee shall comply with the other requirements of Article 6, including the contemporaneous exercise and closing of the Other Lease Option. If the Option is exercised as provided in this Section 19.2(a) prior to the 30 days preceding the commencement of the third Lease Year, the Purchase Price under Section 6.2 shall be the sum of (i) the amount the Purchase Price would have been if the Option had been exercised during the 30 days preceding the commencement of the third Lease Year, plus (ii) the positive amount, if any, obtained by subtracting (A) the aggregate amount of all Lease Payments paid by Lessee through the date the Option is exercised as provided in this Section 19.2(a) from (B) $9,000,000. (b) Upon the occurrence of any Event of Default listed in Section 19.1(c) with respect to Lessee, this Lease and the Term and estate hereby granted shall automatically expire and terminate, without notice, as fully and completely and with the same force and effect as if the day of the occurrence of such Event of Default were the date hereinbefore fixed for the expiration of the Term of this Lease, and all rights of Lessee under this Lease shall expire and terminate, but Lessee shall remain liable for damages as hereinafter provided. (c) In the event that Lessor elects to terminate this Lease pursuant to Section 19.2(a) and the Option is not exercised and Closed as provided in Section 19.2(a) or this Lease automatically terminates pursuant to Section 19.2(b), then Lessor may recover from Lessee: (1) any unpaid Rent which had been earned at the time of such termination, together with interest thereon at the Default Rate from the date such Rent was due until paid; plus (2) the (i) amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided plus (ii) interest on the net amount in clause (i) at the Default Rate from the date such net amount would have been. due until paid; plus (3) the worth at the time of award of the amount by which (i) the unpaid Lease Payments and other amounts payable hereunder by Lessee for the balance of the Term after the time of award exceeds (ii) the amount of such rental loss that Lessee proves could be reasonably avoided; plus (4) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform Lessee's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. (d) As used in Section 19.2(c)(3) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of Dallas at the time of award plus one percent (1%). (e) Except as expressly provided in this Section 19.2, no Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the Lessee or Lessor under this Lease shall give rise to any right to (i) send Noticeterminate or rescind this Lease and, designating a day, no earlier than the day such Notice is deemed to be received (except as expressly provided in this Section 21.1) and no later than twenty (20) days after 19.2, all such Notice is deemed to be received (as provided in Section 21.1), as an rights of early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreementrescission are hereby expressly waived and released. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Triparty Agreement"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the occurrence of such event (the "Transfer Cut-Off Date"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) then the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as current ratings of the Early Termination Date; provided Class A Notes by Moody's or Standard & Poor's would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)" (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event respect of early terminationsuch Transactions. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated before its normal expiration date under the following circumstances: 2.2.1. If either Party defaults in the performance of any of its obligations under this Agreement (a) If and for including but not limiting the DISTRIBUTOR’s obligation to purchase minimum quantities as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingset forth in Exhibit D hereto), the other Party may give written notice to the defaulting Party specifying the nature and the extent of the default and demanding a cure to the default. The defaulting Party will then have thirty (“Non-Defaulting 30) days to cure each default. If the default is not cured within thirty (30) days of the date of notice, then the aggrieved Party may by written notice terminate this Agreement effective immediately upon the defaulting Party”) ’s receipt of the notice. 2.2.2. If either Party becomes bankrupt or insolvent or makes an assignment for the benefit of its creditors, or has a receiver appointed for it or for any of its properties, the other Party will have the right to (i) send Notice, designating a day, no earlier than terminate this Agreement effective immediately upon the day such Notice is deemed date of written notice to the other Party. All outstanding debts will be required to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment paid to the other Party within ten thirty (1030) Business Days after days of such Notice is effectivenotice. 2.2.3. Immediately upon written notice to the other Party in the event that any other agreement existing between INVO (dor its affiliates) If and DISTRIBUTOR (or its affiliates) terminates for cause during the Defaulting term of this Agreement. 2.2.4. In the event there shall be a change in applicable country statutes, local statutes, case law, administrative interpretations, regulations or general instructions, the adoption of new federal or local legislation, or a change in any third-party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either Party disputes may perform or be compensated under this Agreement or which shall make this Agreement or any related agreements unlawful or unenforceable, or which would be reasonably likely to subject either Party to this Agreement, or any member, manager, officer, director, employee, agent or affiliated organization to any civil or criminal penalties or administrative sanctions, the Non-Defaulting Party’s calculation Parties shall as soon as practicable use their best efforts to enter into a new distribution arrangement or basis for compensation for the distributorship furnished pursuant to this Agreement that complies with the applicable new laws, regulations, or policies, or which eliminates the possibility of any penalties, sanctions or unenforceability, and that approximates as closely as possible the economic position of the Termination PaymentParties prior to the change. 2.2.5. Immediately without notice, in whole the event any Products sold to DISTRIBUTOR are subsequently and intentionally sold, or in partdistributed, delivered to any group, person or persons domiciled outside the Defaulting Party shall, within five (5) Business Days of Territory. 2.2.6. INVO is entitled to terminate this Agreement with immediate effect upon receipt of the Nonany written notice (with reasonable evidence) of non-Defaulting Party’s calculation compliance of any law, administrative interpretations or regulations of the Termination Payment, provide Territory and other Applicable Law (as defined below) by DISTRIBUTOR relating to the Non-Defaulting Party a detailed written explanation use, sales and distribution of the basis for Products, PROVIDED HOWEVER THAT, INVO is obliged to conduct investigation against DISTRIBUTOR before delivering termination notice by disclosing to DISTRIBUTOR in writing such dispute. Disputes regarding the Termination Payment evidence of non-compliance, and DISTRIBUTOR shall be resolved in accordance with Article Eighteen.entitled to defense against such allegation, or otherwise cured such non-compliance within reasonable period of time..

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation Notice of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. On any Basic Payment Date on or after the fifth annual anniversary of the Acceptance Date, Lessee may terminate this Agreement as to all but not less than all of the Properties upon satisfaction of the following conditions: (ai) If and for as long as an on such designated early termination date, no Default or Event of Default with respect to a Defaulting Party has shall have occurred and is be continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties President, any Vice President, the Treasurer, the Chief Financial Officer or any other officer reasonably suitable to Lessor shall have delivered to Lessor a certificate (except for disputed amounts as provided in Section 9.4)form and substance reasonably satisfactory to Lessor) certifying that the Properties are obsolete or surplus to the needs of Lessee, (iii) end Lessee shall arrange for the Term effective as purchase of the Early Termination DateProperties by one or more Third Party Purchasers, (iv) collect on such designated early termination date, Lessor shall receive: from (A) each appropriate Third Party Purchaser, the Termination Paymentpreviously agreed upon purchase price, (B) Lessee, an amount by which the greater of Casualty Loss Value or Fair Market Sales Value for each individual Property exceeds the purchase price for such individual Property and (C) Lessee, all Basic Payments and Supplemental Payments then due and owing or accrued, (v) withhold any payments due to Lessee shall pay all Sales Expenses in connection with such sale of the Defaulting Party under this Agreement, Properties and (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity Lessee shall surrender each Property to the appropriate Third Party Purchaser and deliver to such Third Party Purchaser the various permits, certificates, licenses, documents and other items, all in accordance with the provisions of Section 6 hereof as if such Third Party Purchaser were Lessor. To the extent otherwise permitted under this Agreement. the purchase price specified in Section (bb)(iv)(A) In hereof for any Property exceeds the event Casualty Loss Value for such Property on such date, Lessor shall retain the excess. Upon Lessor's receipt and verification of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as payment of the Early Termination Date; provided that if the Event above-referenced amounts, Lessor shall, at Lessee's cost and expense, execute and deliver special warranty deeds and special warranty bills of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Partysale, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement as appropriate, in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed convey to the Nonapplicable Third Party Purchaser the Property or Properties purchased by such entity on an as-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation is, where-is and with all faults basis, without recourse or representation or warranty of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment any kind except as to the other Party within ten (10) Business Days after such Notice is effectiveabsence of Liens created by or through Lessor. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect Without prejudice to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted Silver Wheaton under this Agreement, at law or in equity, Silver Wheaton may terminate this Agreement effective upon ten (10) days’ prior written notice to [ edited text ] if: (i) [ edited text ] breaches a material term of this Agreement and: (1) if such breach is capable of remedy within thirty (30) days, such breach is not remedied to the reasonable satisfaction of Silver Wheaton within thirty (30) days after written notice to [ edited text ]; or (2) if such default is not capable of remedy within thirty (30) days, [ edited text ] has not commenced action to remedy the breach within such thirty (30) days (if appropriate) and/or thereafter has failed to proceed diligently to remedy such breach; or (ii) upon the occurrence of an Insolvency Event affecting Glencore International, provided that any action under any bankruptcy or insolvency law which is frivolous or vexatious, which is contested by Glencore International in good faith and which is discharged or dismissed within thirty (30) days from commencement shall not constitute an Insolvency Event for the purpose of this Section. (b) In Without prejudice to any other right or remedy available to [ edited text ] under this Agreement, at law or in equity, if, at any time, Silver Wheaton fails to pay any amount when due under this Agreement and such amount, when aggregated with all other amounts due and payable but unpaid under this Agreement, exceeds USD1,000,000, [ edited text ] shall be entitled to suspend performance of its obligations in this Agreement until the event of early termination, the Non-Defaulting Party shall calculate, overdue amount has been paid in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountfull. (c) As soon as practicable after establishing If Silver Wheaton fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the Early Termination Date, overdue amount from the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed due date up to the Non-Defaulting Partydate of actual payment (both before and after judgment) at a rate of two (2) per cent per annum plus the cost to [ edited text ] of funding such overdue amount from its usual sources. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.[ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ] [ edited text ]

Early Termination. (a) If 10.2.1 This Agreement may be terminated by the mutual written agreement of Avigen and SDI. Each Party is entitled to withhold its agreement to terminate, in its sole discretion. 10.2.2 Avigen may terminate this Agreement with or without cause on [*] written notice to SDI. In such circumstances, SDI may seek to reallocate the rights and responsibilities of Avigen hereunder to another person. Should SDI choose to do so, and despite using Diligent and Reasonable Efforts, has been unable to make such alternative arrangements within such [*] unless the reason for as long as an Event Avigen’s termination is a Licensed Product safety or liability concern, Avigen shall [*] provide reasonable assistance to SDI with a view to [*] Avigen may exercise its right of Default termination under this Section with respect to a Defaulting this entire Agreement, with respect to solely all IR Products, or with respect to solely all CR-Qualified Products. 10.2.3 Without prejudice to any other right or remedy, either Party has occurred and is continuing, may terminate this Agreement at any time by notice in writing to the other Party (“Non-Defaulting Other Party”) has ), such notice to take effect as specified in the right to notice: 10.2.3.1 if the Other Party is in material breach of this Agreement remaining uncured ninety (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2090) days after such Notice Other Party receives notice specifying the breach and requiring its remedy, except the time periods and cure requirements are as follows: (a) where the material breach is deemed an undisputed payment obligation the Agreement may be terminated if the Party in default has not remedied or dispute the default within thirty (30) days of receiving notice from the non-defaulting Party, and (b) for breaches not reasonably capable of cure within ninety (90) days, such Other Party may within such ninety (90) days deliver a plan to cure the breach as promptly as possible by the application of Diligent and Reasonable Efforts together with an undertaking to carry out such plan (and the non-breaching Party shall not be received entitled to terminate so long as such Other Party is carrying out such plan); or 10.2.3.2 if: (A) the Other Party becomes insolvent or unable to pay its debts as provided in Section 21.1)and when they become due, as (B) an early termination date order is made or a resolution is passed for the winding up of this Agreement the Other Party (“Early Termination Date”other than voluntarily for the purpose of solvent amalgamation or reconstruction), (iiC) accelerate all amounts owing between a liquidator, administrator, administrative receiver, receiver or trustee is appointed in respect of the Parties (except for disputed amounts as provided in Section 9.4)whole or any part of the Other Party’s assets or business, (iiiD) end the Term effective Other Party ceases to continue its business, or (E) as a result of debt and/or maladministration the Other Party takes or suffers any similar or analogous action. * = confidential treatment requested; certain confidential information, in the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Early Termination DateSecurities Exchange Act of 1934, (iv) collect the Termination Paymentas amended. 10.2.3.3 For terminations under 10.2.3.1, (v) withhold any payments due to the Defaulting Party [*] under this Agreement, in which case the Agreement shall terminate in its entirety, if Avigen is the breaching Party, and the breach relates primarily or exclusively to only one of an IR Product or a CR-Qualified Product, then SDI’s termination right will be only for the IR Product or the CR-Qualified Product (vi) suspend performancerespectively). 10.2.4 SDI may terminate this Agreement by giving written notice to Avigen, and/or (vii) such notice to have immediate effect if [*] or [*] the [*] or [*] of any of the [*] This explicitly does not apply to [*] of [*] in [*] this Agreement. 10.2.5 A Party’s right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any other right or remedy available at Law or (including any right to claim damages) that such Party may have in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationa breach of contract or other default by the other Party. If the material breach for which a Party seeks to terminate is disputed, the Non-Defaulting Party then this Agreement shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs not terminate prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be dispute being resolved in accordance with Article EighteenSection 12.9.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "TRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Documents of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the "TRANSFER CUT-OFF DATE"), all of its rights and obligations under this Agreement in respect of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (2) No transfer or substitution pursuant to this Section 6(b)(ii) shall occur unless (x) with respect to a Defaulting Party has occurred and is continuingTax Event Upon Merger, the other Party Rating Agency Condition has been satisfied and (“Non-Defaulting Party”y) has with respect to an Illegality and a Tax Event, the right to (i) send Notice, designating a day, no earlier than position of the day such Notice is deemed to Trust would otherwise not materially be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of prejudiced under this Agreement or any Confirmation (“Early Termination Date”), (ii) accelerate all amounts owing between it being understood that it shall be the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as responsibility of the Early Termination Date, (iv) collect Trust to verify such matters prior to the Termination Payment, occurrence of such transfer or substitution)." (v) withhold any payments due to Section 6(b)(iii) shall hereby be amended by replacing the Defaulting Party under this Agreement, words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) suspend performance, and/or (viiSection 6(b)(iv) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. Either you or we may terminate this Agreement at any time, for convenience and without cause, on thirty (30) days’ written notice to the other party. If we terminate this Agreement after a breach by you, or if you terminate this Agreement before the end of the Initial Term or any Renewal Term, including for convenience and otherwise, without cause, you agree to pay an early termination fee of an amount equal to the greater of: (i) $495.00 per MID, and (ii) where you processed more than $5,000,000 in gross transaction volume in the most recent twelve (12) month period at the time of termination (or, if the Agreement has not been in effect for 12 months, where your annualized run rate is projected to equal $5,000,000 in gross transaction volume over a twelve (12) month period), the average monthly fees assessed to you under the Agreement for months during which you processed any transactions (exclusive of interchange fees and other fees or assessments imposed by a third party in connection with your payment processing) multiplied by the number of months remaining in the then-current Initial Term or Renewal Term, as applicable. However, if your Initial Term is one (1) year and you provide us with thirty (30) calendar days’ prior written notice of termination during such initial term, the above termination fee will be waived. You agree to pay the early termination fee immediately upon termination, and you further authorize us to deduct the total amount from your Designated Account(s), or to otherwise withhold the total amount from amounts due to you under this Agreement. You agree that the early termination fee is not a penalty, but rather is reasonable in light of the financial harm caused by your early termination. Other remedies we may have under this Agreement still apply. Notwithstanding the above, no early termination fee will be charged to the extent it is prohibited by Laws or Operating Regulations. Additionally, you agree to pay us: (a) If any unpaid invoice; and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In any damages, losses, expenses, fees, fines, penalties, chargeback amounts, and adjustments we incur in connection with the event of early terminationAgreement. You authorize us to debit your Designated Account or to deduct amounts you owe us under this Section from the settlement funds we owe you. You are responsible for any collection fees, the Non-Defaulting Party shall calculatelegal fees, and other expenses we incur in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountrecovering your delinquent amounts. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) Start Date Deadline. If and for as long as an Event of Default with respect the Start Date has not occurred on or before October 31, 2024, subject to a Defaulting Party has occurred and is continuingday-for-day extension for an Uncontrollable Force Event or a failure of performance by Vitol of its obligations under this Agreement (the “Start Date Deadline”), the other Party (“Non-Defaulting Party”) has then Vitol shall have the right to (i) send Noticeterminate this Agreement and the Storage Services Agreement, designating a dayby written notice to BKRF, no earlier than at any time after the day such Notice is deemed to be received Start Date Deadline until the Start Date occurs (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as evidenced by BKRF’s delivery of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or Start Date Notice in equity to the extent otherwise permitted under this Agreementaccordance with Section 2.3). (b) In If the event of early terminationAgreement is terminated by Vitol pursuant to this Section 2.2, the Non-Defaulting Party then Vitol shall calculate, determine in a commercially reasonable manner, manner a Termination Payment as termination payment equal to (a) the sum of (i) (x) the greater of the Early Termination Date; provided that if Close-out Amount determined by ▇▇▇▇▇ as though ▇▇▇▇▇ were the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Performing Party, then not to exceed $***, and (y) $0, plus (ii) the Unpaid Amounts owing to ▇▇▇▇▇ less (b) the Unpaid Amounts owing to BKRF (“Pre-Start Date Termination Payment will be calculated using the Damage Payment Amount instead Payment”). Vitol shall provide notice to BKRF of its determination of the Settlement Amount. The NonPre-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Start Date Termination DatePayment, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in together with reasonable detail the calculation of such amount and the sources for such calculationsupporting documentation. The Party that owes owing the Pre-Start Date Termination Payment shall make pay such payment Pre-Start Date Termination Payment to the other Party within ten (10) Business Days days after BKRF’s receipt of such Notice is effectivenotice. (dc) If ▇▇▇▇▇’s right to terminate and the Defaulting payment by the owing Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the NonPre-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Start Date Termination Payment shall be resolved in accordance with Article Eighteenthis Section 2.2 shall be the sole and exclusive remedies of the Parties in respect of BKRF’s failure to achieve the Start Date on or prior to the Start Date Deadline and neither Party shall have any further obligations or liabilities to the other Party following such termination, subject to the survival of any terms and conditions of this Agreement intended to survive a termination hereof.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "TRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the notice given pursuant to Section 6(b)(i) (the "TRANSFER CUT-OFF DATE"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) then the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as current ratings of the Early Termination Date; provided Class A Notes or the Certificates by Moody's Investors Service ("Moody's") or Standard & ▇▇▇▇'▇ Rating Services ("S&P") would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)" (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect Notwithstanding anything to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided contrary contained in this Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.13(c), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right if Employee's employment is terminated on or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Expiration Date and the Seller is the Defaulting Partyfor any reason other than pursuant to Section 4(d) below, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Bonus Payment and whether the Termination Payment is owed payable to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail Employee on the calculation Payment Date shall be reduced to Employee's vested portion of such amount Bonus Payment at the date of such termination. During each Measurement Year, Employee shall vest in the Bonus Payment as follows: Percentage ---------- Measurement Year to Be Vested ---------------- ------------ First year 20% Second year 20% Third year 20% Fourth year 20% Fifth year 20% Employee shall become vested in the Percentage To Be Vested during each Measurement Year in four equal installments on September 30, December 31, March 30, and June 30 (each a "Vesting Date") during such year. Employee's vested portion of the sources for Bonus Payment at any given date shall be the aggregate percentage vested as of the Vesting Date immediately preceding the date such calculationvested portion is being determined. The Party that owes the Termination Payment shall make such payment Notwithstanding anything herein to the other Party within ten (10) Business Days after such Notice contrary, if Employee's employment is effective. (d) If terminated during the Defaulting Party disputes the Non-Defaulting Party’s calculation fourth or fifth year of the Termination PaymentEmployment Period pursuant to Section 4(g) hereof, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt Employee's vested portion of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Bonus Payment shall be resolved the aggregate percentage vested as of the Vesting Date immediately preceding the date such vested portion is being determined plus ten percent (10%); provided, however, that the maximum percentage in accordance with Article Eighteenwhich Employee may be vested shall be one hundred percent (100%). For example, if Employee's employment is terminated pursuant to Section 4(g) during the third quarter of the fourth year of the Employment Period, Employee's vested portion shall be eighty percent (80%). In the event that this Agreement is terminated by the Company prior to the Expiration Date pursuant to Section 4(d) hereof, Employee shall not be deemed to have vested in any portion of the Bonus Payment and no payment shall be due and owing to Employee pursuant to this Section 3(c).

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "TRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the occurrence of such event (the "TRANSFER CUT-OFF DATE"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law Affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as then current ratings of the Early Termination Date; provided CARAT 2007-SN1 Notes by DBRS, Inc. ("DBRS"), Fitch, Inc. ("FITCH") or Standard & Poor's Ratings Services ("S&P") would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)." (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. This Agreement shall be subject to early termination by Owner upon the happening of any of the following terms and conditions: (a) If Upon notice to Ironstate, at any time after the occurrence and during the continuance of any Event of Default; or (b) An Event of Dissolution under either of the Harborside Entity A or Harborside Entity B Operating Agreements; or (c) The denial of any Required Approval for any Phase of the Project after the exhaustion of all appeal rights as long may be exercised by any Party; or (d) In respect of Phase I: (1) Failure to achieve the Phase I Closing by the Phase I Outside Closing Date, as the same may be extended as a result of an Event of Default with respect Force Majeure; or (2) Subject to a Defaulting Party has occurred the terms and is continuingconditions of this Section 8.4, if and only if all of the Phase I Closing Conditions shall have been satisfied or waived other than the securing of the Approved Financing/Phase I, the other Party determination by Owner, in Owner’s reasonable discretion, that the development of Phase I of the Project is not economically viable or will not generate the returns previously anticipated; or (“Non-Defaulting Party”e) has Subject to the right to terms and conditions of this Section 8.4, the determination by Owner, in Owner’s reasonable discretion, (i) send Noticethat market conditions do not support the development of Phase II or Phase III of the Project or (ii) the development of Phase II or Phase III of the Project would not otherwise be economically viable; or (f) The discharge of Ironstate for cause for its willful violation of any material term or condition of this Agreement. For purposes of this Agreement, designating the term “cause” means any reason materially and adversely affecting the best interests of the Project or such as to make it unreasonable to expect Owner to continue to permit Ironstate to continue as the party providing development services for the Project. Additionally, discharge of Ironstate for cause under this Agreement shall also be a daytermination for cause of Ironstate as the Managing Member under each of the Operating Agreements. (g) If Owner shall have exercised its early termination rights pursuant to Section 8.4(c) or (d) above, no earlier than despite the day such Notice is deemed to commercially reasonably and diligent efforts of Ironstate, then: (1) Ironstate shall be received reimbursed for fifty (50%) percent of the Ironstate Pre-Development Costs, except as provided in the following subsection; (2) Ironstate shall be reimbursed for eighty-five (85%) percent of any sewer connection fees and similar assessment theretofore paid arising out of or in connection with the Project. (h) If Owner shall have exercised its early termination rights pursuant to Section 21.18.4(e) and no later than twenty above, then Ironstate shall be reimbursed one hundred (20100%) of the Ironstate Pre-Development Costs attributable to Phase II or Phase III of the Project. (i) Owner’s rights under Section 8.4(d)(2) above shall be deemed suspended if Ironstate shall deliver to Owner within sixty (60) days after of Owner’s election to exercise the rights under such Notice is Section 8.4(d)(2) a term sheet from a nationally recognized commercial bank or other financial institution/lender that regularly makes loans of a similar nature for financing for Phase I of the Project on a commercially reasonable basis. A financing shall be deemed “commercially reasonable” for purposes of Section 8.4(d)(2) above notwithstanding that the financing in such term sheet may provide for: (1) Construction completion guaranties and customary non-recourse carve-outs and indemnities of ordinary operating expenses, interest and taxes, which guaranties and indemnities are to be received (as provided in Section 21.1)by Ironstate and Owner, or their creditworthy Affiliates, as an early termination date contemplated by Section 3.4 of this Agreement the Harborside Entity A Operating Agreement; (“Early Termination Date”)2) Syndication by the commercial bank or other lender of participations with other lenders in the loan; and (3) Any such financing shall provide for either: (i) a principal loan amount of not less than sixty percent (60%) of the total anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with no guaranty of the principal amount of the loan other than as contemplated by clause (1) above, or (ii) accelerate all amounts owing between the Parties a principal loan amount of not less than seventy percent (except for disputed amounts as provided in Section 9.4), (iii70%) end the Term effective as of the Early Termination Datetotal anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with a guaranty of principal repayment of the loan in an amount of not more than ten percent (iv10%) collect of the Termination Paymenttotal anticipated cost to construct Phase I as detailed on the Construction Budget, (v) withhold any payments due including the Unit 1 Established Value, to be provided by Ironstate and Owner, or their creditworthy Affiliates, as contemplated by Section 3.4 of the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Harborside Entity A Operating Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (dj) If the Defaulting Party disputes the Non-Defaulting Partyany such proposed bank loan financing shall have expired without advancing any loan proceeds or otherwise without a closing, any such suspension of Owner’s calculation of the Termination Paymentrights under Section 8.4(d)(2) above shall terminate, in whole or in part, the Defaulting Party shall, within five (5and this Agreement shall then immediately become subject to Owner’s early termination rights under Section 8.4(d)(2) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenabove.

Early Termination. After the first sixty (60) months of the initial Lease Term have elapsed, and further provided Lessee has given Lessor written notice of its intent to quit the Premises at least six (6) months in advance, the Lessee at its sole option, may cancel this Lease with respect to the entire premises, the portion of the Premises located on the third floor, or the portion of the Premises located on the second floor, at any time during the remaining term hereof. If Lessee cancels this Lease as to all or any portion of the Premises under this paragraph, Lessee shall compete the following prior to surrendering the space to Lessor: (a) If Lessee shall repair any damage resulting therefrom (ordinary wear and for as long as an Event of Default with respect tear excepted) to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as vacated portion of the Early Termination DatePremises, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. and (b) In if requested, restore at Lessee’s expense the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as vacated portion of the Early Termination Date; provided that if Premises to match all other original floor plates as set forth on Exhibit E and G attached hereto which shall describe in detail Lessor’s finished space, all to Lessor’s architect’s approval. In addition, Lessee shall pay the Event of Default occurs prior Lessor the following as a termination charge: If Lessee exercises its sole option to cancel this lease in the Initial Delivery Date and fifth (5th) through the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead end of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. fifteenth (c15th) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party year of the amount initial Lease Term; Lessee shall pay Lessor upon written notice a termination charge equal to: Six (6) months Base Rent for the portion of the Termination Payment and whether Premises to which the Termination Payment is owed cancellation applies; plus The actual costs incurred, if any, to restore the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation portion of the Termination PaymentPremises to which the cancellation applies to match all other original floor plates, as set forth on Exhibit E and G attached hereto which shall describe in whole or in partdetail Lessor’s finished space, all to Lessor’s architects approval; plus The unamortized portion of Lessee’s improvement cost, which shall be $40.00 per square foot multiplied by the Defaulting Party shall, within five (5) Business Days of receipt finalized square footage of the Non-Defaulting Party’s calculation Premises to which the cancellation applies, and which shall be amortized over a period of 240 months commencing on the Commencement date bearing an interest rate equal to a corporate bond with a similar rating of Lessee upon the Commencement Date. If Lessee exercises its sole option to cancer this lease in the sixteenth (16th) year through the last year of the Termination Payment, provide to the Non-Defaulting Party initial Lease Term; Lessee shall pay Lessor upon written notice a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.termination charge equal to:

Early Termination. (i) Notwithstanding (a) If and for as long as an Event of Default with respect above, subject to a Defaulting Party has occurred and is continuingthe provisions set forth below, either party may terminate this Agreement without cause at any time by giving the other Party party at least ninety (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (2090) days after prior written notice of such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.termination: (bA) In the event of early terminationValleylab desires to terminate this Agreement, MAI shall, at MAI's election, either (i) return to Valleylab all Equipment, with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid by Valleylab, or (ii) purchase and take title to all Equipment at a price equal to the Non-Defaulting Party Depreciated Asset Value thereof. MAI shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs provide Valleylab written notice at least fifteen (15) days prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead expiration of the Settlement Amount. The Nonabove-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountreferenced ninety (90) day period informing Valleylab of its election hereunder. (cB) As soon as practicable after establishing In the Early Termination Dateevent MAI desires to terminate this Agreement, Valleylab shall, at Valleylab's election, either (i) obtain return of all Equipment, with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid by MAI, and payment by MAI to Valleylab of an amount equal to the Non-Defaulting Party difference between the Depreciated Asset Value of such Equipment and Valleylab's original cost thereof or (ii) require MAI hereunder to purchase and take title to the Equipment at the aggregate Transfer Invoice Prices for such Equipment. Valleylab shall Notify provide MAI written notice at least fifteen (15) days prior to the Defaulting Party expiration of the amount above-referenced ninety (90) day period informing MAI of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectiveits election hereunder. (dii) If In the Defaulting Party disputes the Non-Defaulting Party’s calculation event that Valleylab and MAI mutually agree to terminate this Agreement pursuant to this subsection (b), MAI shall either (a) return to Valleylab all (or any part) of the Termination PaymentEquipment, in whole with all costs associated with such return (including but not limited to freight, carriage and insurance) to be paid equally by Valleylab and MAI, or in part(b) purchase and take title to all (or, if some Equipment are returned to Valleylab pursuant to the preceding clause, the Defaulting Party shall, within five (5remainder) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Equipment at a purchase price equal to the Non-Defaulting Party a detailed written explanation lessor of (1)1.6 times the basis aggregate Depreciated Asset Value of such purchased Equipment or (2) the aggregate Transfer Invoice Prices for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenEquipment less twenty percent (20%) of such amount.

Early Termination. 55.1. Notice requiring the early termination of this Contract and the dissolution of the Joint Venture Company (ahereinafter referred to as the “Termination Notice”) If may be served in the following cases: (i) by any Party if the accumulated losses of the Joint Venture Company exceed two thirds (2/3) of its Registered Capital or the Joint Venture Company is suffering heavy losses that the Board of Directors believes cannot be recovered; such notice shall only be valid if served no later than three (3) months after the date of the Board meeting convened to approve accounts showing such losses; (ii) by a Party not affected by a Force Majeure event, as defined in Article 62; (iii) by any Party if any permit or authorisation required by PRC laws and regulations for as long as an Event the performance of Default this Contract is not obtained or is withdrawn or modified or is not renewed at any time within the duration of the Joint Venture Company; (iv) by any Party if all or a material portion of assets or property of that Party or the Joint Venture Company in PRC are expropriated or requisitioned; (v) by any Party in case of a Deadlock situation and no solution can be reached in accordance with respect Article 30; (vi) by any Party entitled to a Defaulting Party has occurred and is continuing, do so under Article 60.3 if the other Party is in Material Breach as defined in Article 60.2 and has failed to remedy the same following the receipt of a Notice of Material Breach; (“Non-Defaulting vii) by any Party if the other Party transfers its interest in the Joint Venture Contract in violation of this Contract; (viii) by Party A if the Joint Venture Company fails to perform its obligations set under Article 15.1, section 6 and the relevant service agreement. by Party B if the Joint Venture Company fails to perform its obligations set under Article 15.2, section 3 and the relevant service agreement. 55.2. With respect to circumstances contemplated in Articles 55.1 (ii), (vi) and (vii), in case a Party sends a Termination Notice to the other Party”) has , the right to (i) send NoticeParty sending the Termination Notice shall have the option, designating a day, no earlier than the day such Notice is deemed to be received (exercised no later than at the meeting of the Board of Directors as provided in Section 21.1) and no later than twenty Article 55.3 below, to purchase (20) days after such Notice is deemed or cause a third party of its choice to be received (as provided in Section 21.1purchase), as an early termination date and the other Party shall have the obligation to sell, all of this Agreement the other Party’s interest in the Registered Capital of the Joint Venture Company. With respect to circumstances contemplated in Articles 55.1 (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4i), (iii) end the Term effective as of the Early Termination Date), (iv) collect the Termination Payment, and (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate), in case a commercially reasonable manner, Party sends a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party, the Party within ten receiving the Termination Notice shall have the option, to be exercised no later than at the meeting of the Board of Directors as provided in Article 55.3 below, to purchase (10) Business Days after such Notice is effective. (d) If or cause a third party of its choice to purchase), and the Defaulting other Party disputes shall have the Non-Defaulting obligation to sell, all of the other Party’s calculation interest in the Registered Capital of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenJoint Venture Company.

Early Termination. (a) If Notwithstanding the stated Term, the Term, this Agreement and the rights granted hereunder may be terminated earlier under any of the following circumstances. 7.2.1 By either party, effective immediately upon delivery of written notice of such termination, if, for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingany reason, the other Party party ceases conducting its business in the normal course, becomes insolvent or bankrupt, or makes a general assignment for the benefit of creditors, admits in writing its inability to pay its debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors and such proceeding is not dismissed within thirty (“Non-Defaulting Party”30) has days of its filing; 7.2.2 By IVI, effective thirty (30) days after delivery of written notice of such termination, if any of the right rights licensed by IVI to AHN hereunder, is attached or levied upon by a creditor or claimant of AHN or of any Affiliate of AHN, and such attachment or levy is not released or bonded within thirty (30) days after IVI receives written notice thereof. 7.2.3 By either party if the other party (i) send Notice, designating a day, no earlier than defaults in the day performance of its obligations and such Notice default is deemed to be received (as provided in Section 21.1) and no later than not cured within twenty (20) days after written notice of such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), default or (ii) accelerate all amounts owing materially breaches any representation or warranty hereunder 7.2.4 By IVI immediately upon written notice to AHN as to the rights to any Material if IVI's rights to such Material are terminated by the IVI Licensor thereof specifying the basis for such termination and the Material affected; and by AHN immediately upon written notice to IVI at any time after IVI has exercised its right under this Section 7.2.4 (for any reason other than an Adverse Event) with respect to either (i) 10% in number of the Second Opinions delivered to date or (ii) Other Materials having an original cost to AHN of at lease 10% of the aggregate original cost to AHN of the Other Materials delivered to date. 7.2.5 By IVI if AHN is in default in the performance of its obligations under any other agreement or document between AHN and IVI; provided, that if the Parties terms of the agreement under which the claimed default has occurred do not require that AHN receive prior written notice and have the right to cure such default, then IVI shall give AHN prior written notice of the claimed default and AHN shall have the right to cure such default within 10 days thereafter (except for disputed amounts as provided or, if the claimed default is not such that can be fully cured within such 10 days, then within such 10 days AHN shall take steps reasonably calculated to effect the cure of such default) and shall diligently pursue and cure said default within 30 days; provided, further however, that the foregoing cure shall not apply to any payment or monetary default. 7.2.6 By IVI immediately upon notice to AHN if: (i) AHN has not begun broadcasting on its network by June 30, 1996; or (ii) if AHN has not received at least $20,000,000.00 in Section 9.4)financing/investment by March 31, 1996; or (iii) end the Term effective as of the Early Termination Date, AHN substantially changes its programming so that it is no longer primarily a consumer health network; or (iv) collect the Termination Payment, (v) withhold any AHN fails to make its Royalty payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party required hereunder within ten (10) Business Days after such Notice is effectivedays of the due date therefor. 7.2.7 By AHN upon written notice to IVI at any time after the third Royalty Year if less than fifty percent (d50%) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Paymentnon-shopping programming broadcast by AHN in the United States during such Royalty Year was "Ask the Doctor" programming; whereupon, in whole or in partnotwithstanding anything to the contrary contained herein, the Defaulting Party shall, within five (5) Business Days of receipt AHN shall have no further rights to any of the Non-Defaulting Party’s calculation Materials including no rights to request any extensions of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis term for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenMaterials.

Early Termination. (a) If and for as The Lessee shall have the right, so long as an no Lease Event of Default with respect to a Defaulting Party has shall have occurred and be continuing at the time of exercise, to terminate this Lease on any Early Termination Date that is continuingspecified by the Lessee in a notice to the Corporate Owner Trustee and the Lessor (an "Early Termination Notice") given not later than one year prior to the proposed Early Termination Date by making a Rejectable Offer in accordance with Section 2l(a)(iii) to purchase the Project for a cash purchase price (the "Early Termination Purchase Price"), equal to the sum of (A) Stipulated Loss Value and if the Early Termination Notice is given less than two years prior to the proposed Early Termination Date, the greater of Fair Market Sales Value and Stipulated Loss Value, as of the Early Termination Date specified in the Lessee's Early Termination Notice, plus (B) Basic Rent due and owing on or prior to such Early Termination Date (other Party than Basic Rent payable in advance on the Early Termination Date), plus (“Non-Defaulting Party”C) has Supplemental Rent in an amount equal to the right Make Whole Amount, if any, payable on the outstanding Notes, plus (D) all other amounts then due and owing under the Transaction Documents on the Early Termination Date; provided, however, that the Lessee may revoke such Early Termination Notice (and such Rejectable Offer) at any time prior to 35 days before the Early Termination Date; provided, further, however, that (x) the Lessee may not revoke such an Early Termination Notice (and such Rejectable Offer) more than two times, and (y) if the Lessee so revokes, the Lessee shall promptly, and in any event within 5 days, notify the Indenture Trustee and the Noteholders of such revocation and shall reimburse the Owner Participant, the Corporate Owner Trustee, the Lessor, the Indenture Trustee and the Noteholders for all reasonable costs and expenses incurred by them in connection with such proposed early termination, including in determining the Fair Market Sales Value and marketing the Project. Not more than 60 nor less than 30 days prior to such Early Termination Date, the Lessee shall deliver an Officer's Certificate to the Corporate Owner Trustee, the Lessor and, on behalf of the Lessor, to the Indenture Trustee and each Noteholder specifying (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between that the Parties (except for disputed amounts as provided in Section 9.4)principal amount of the outstanding Notes will be prepaid by the Lessor on such date, (iii) end that a Make Whole Amount may be payable by the Term effective Lessor, (iv) the date when such Make Whole Amount will be calculated, (v) the estimated Make Whole Amount, (vi) the estimated accrued interest applicable to such prepayment based upon the Debt Rate then applicable, and (vii) the sections of this Lease and the Indenture pursuant to which such prepayment shall be made. Contemporaneously with the delivery of such Officer's Certificate, the Lessee shall deliver a written notice to Trust Company Bank (or its successor) requesting that it calculate the Make Whole Amount so as to permit the Indenture Trustee to give the notice described in the next sentence. Three Business Days prior to the Early Termination Date, the Indenture Trustee shall provide to the Corporate Owner Trustee and the Lessee written notice of the Make Whole Amount, if any, payable by the Lessor in connection with the prepayment of the Notes and the termination of this Lease and a reasonably detailed computation of the Make Whole Amount as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs determined three Business Days prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountsuch date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) If and for as long as Notwithstanding anything in the Agreement and/or this Confirmation to the contrary, nothing herein shall affect the rights of Party A if Party B is the Defaulting Party or Affected Party. In the event that an Event of Default or Termination Event has occurred and is continuing and Party A is the sole Defaulting Party or sole Affected Party, Party A and Party B agree as follows: (1) Party A shall give immediate written notice of such Event of Default or Termination Event to Party B, the Servicer, ▇▇▇▇▇’▇ and S&P. (2) Commencing with the date of such Event of Default or Termination Event, Party A shall use its reasonable efforts to cooperate with Party B and the Servicer to transfer Party A’s rights and duties hereunder to (or otherwise procure a replacement transaction with terms substantially similar to this Transaction with) a successor to Party A having a short-term unsecured and unguaranteed debt rating of “A l+” by S&P and “P 1” by ▇▇▇▇▇’▇ and, if rated by Fitch, “F1+” by Fitch and a long-term debt rating of at least “AA ” by S&P and “Aa3” by ▇▇▇▇▇’▇ and, if rated by Fitch, “AA-“ by Fitch (a “Successor Counterparty”). (3) If no Successor Counterparty is appointed and the requirements of Section 6(i)(2) of this Confirmation are otherwise not satisfied within a period following the date of such Event of Default or Termination Event designated by Party B in its sole discretion, Party B may, in its sole discretion, designate an Early Termination Date. (4) Other than with respect to a Defaulting transfer resulting from an Additional Termination Event pursuant to Part 1(g)(i) of the Schedule, Party has occurred A shall bear or otherwise reimburse Party B and is continuing, each Servicer for all reasonable costs (excluding any assignment fee or termination fee) associated with the other Party (“Non-Defaulting Party”actions required by Section 6(i)(2) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”)Confirmation. For the avoidance of doubt, (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting such costs have been paid by Party shall calculate, in a commercially reasonable manner, a Termination Payment as A to Party B pursuant to Section 11 of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting PartyAgreement, then the Termination Payment such costs will not be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement included in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment amounts payable pursuant to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation this provision of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenConfirmation.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party’s receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of issue shall be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three (3) Business Days after the award or bear interest at the Interest Rate. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or its Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “, provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Group I Notes that such transfer will not result in its then-current rating of each class of Group I Notes being withdrawn, suspended or lowered.” (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination DateDate (such amount, including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall apply only with respect to the Initial Delivery Date Net Payment (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b)(X) or 5.04(c)(X), as applicable, of the Indenture (as defined in Appendix A of the Sale and Servicing Agreement), and Section 5.05(c)(X) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a1) If Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “ , provided that the party seeking to make the transfer to avoid a Termination Event shall deliver to Party B (in the case of transfers by Party A) or to Party A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the Securities Guaranty Insurance Policy.” (2) Notwithstanding anything to the contrary in this Agreement, if the Early Termination Date of the Sole Transaction occurs or is effectively designated, Party A and for Party B agree as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to follows: (i) send Notice, designating a day, no earlier than the day such Notice is deemed The Calculation Agent shall calculate an amount that would be payable to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of or by Party B under this Agreement (“in respect of such Early Termination DateDate (such amount, including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”), . (ii) accelerate all amounts owing between To the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect extent that Party A is required to pay the Termination PaymentPayment to Party B, (v) withhold any payments due to Party A shall pay such amount in accordance with the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under terms of this Agreement. (biii) In To the event of early termination, extent that Party B is required to pay the Non-Termination Payment to Party A where: (A) Party B is the Defaulting Party shall calculate(provided, in a commercially reasonable mannerhowever, a Termination Payment as of that to the Early Termination Date; provided extent that if Party B is the Defaulting Party with respect to an Event of Default occurs prior specified in Section 5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall apply only with respect to the Initial Delivery Date Net Payment (and not the Seller remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, then the Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B shall pay such Termination Payment in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment will be calculated using (or such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this clause (C) shall reduce the Damage Payment Amount instead amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any excess of the Settlement Amount. The Non-Defaulting amounts actually received by Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. A under this clause (cC) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of over the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuingUnless otherwise agreed by the Parties through the Transition Committee, the other Receiving Party (“Non-Defaulting Party”) has shall not have the right to terminate any Pre-Conversion Service (ior a portion thereof), unless the proposed termination of such Pre-Conversion Service (or a portion thereof), individually reduces the cost to the Service Provider to provide such Pre-Conversion Service (or a portion thereof) send Noticeby at least [ ], designating or if in connection with related terminations with substantially the same Termination Date all such proposed terminations reduce the cost to Service Provider by at least [ ]. In the event either such thresholds is met, the Transition Committee shall meet to discuss and agree to an appropriate reduction in the Service Fee associated therewith. The Parties acknowledge and agree that it shall be the dual goal of the Transition Committee, in considering any such reduction, to maximize the reduction in Service Fees and avoid stranded costs to the Service Provider, and the Transition Committee shall take into account the factors equitable to such reductions, including without limitation the reduction in costs to be incurred by the Service Provider in providing such Pre-Conversion Service (and personnel required therewith), but also any termination fees or other incremental or stranded costs that would be incurred by the Service Provider due to such terminations, including incremental costs to the Service Provider incurred in connection with the migration of such terminated Pre-Conversion Service to an alternative third-party source or to the Receiving Party, including related to set-up, security, connectivity, compliance and other such similar costs. Subject to the above thresholds and criteria, if the Receiving Party wishes to terminate a day, no Pre-Conversion Service (or a portion thereof) on a date that is earlier than the day end of the Term, the Receiving Party shall notify the Service Provider in writing of the proposed date on which such Notice is deemed to be received Service (as provided in Section 21.1or portion thereof) and no later than twenty shall terminate (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), at least thirty (ii30) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs days prior to the Initial Delivery Date Termination Date. If the Receiving Party provides the Service Provider with notice terminating or reducing a Pre-Conversion Service, the Service Provider shall as soon as reasonably practicable after receiving such notice advise the Receiving Party in writing (the “Termination Notice”) if such termination or reduction will require the termination or partial termination of any other Pre-Conversion Service(s), or otherwise affects the provision of any other Pre-Conversion Services, and the Seller is applicable reduction of costs to the Defaulting Service Provider to provide such Pre-Conversion Service(s) (or portion thereof). Unless the Receiving Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after of receiving such Notice is effective. (d) If notice, notifies the Defaulting Party disputes Service Provider of the Non-Defaulting withdrawal of its termination notice, such termination shall be final and shall be deemed to include the originally specified Services as well as the other Services described by the Service Provider. Except as set forth above, no such termination of any Service will in any way affect the Service Provider’s obligation to provide or make available any other Service provided or required pursuant to this Agreement or the Receiving Party’s calculation of obligation to pay for the Termination Paymentsame, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved all in accordance with Article Eighteen.the terms of this Agreement, provided, that, solely to the extent a Termination Notice expressly states that, and specifically describes the precise manner in which, the termination of a Pre-Conversion Service will affect the Service Standard of a Pre-Conversion Service that is continuing without being terminated, then, if the Receiving Party still elects to terminate such first Pre-Conversion Service, such new Service Standard shall apply to such continuing Pre-Conversion Service. Effective on the Termination Date, such Service (or portion thereof) shall be discontinued and thereafter, this Agreement shall be of no further force and effect with respect to such Service (or portion thereof) except as to obligations accrued prior to the Termination Date. The Receiving Party acknowledges and agrees that (a) Pre-Conversion Services provided by third parties may be

Early Termination. (a) If and for as long as an At any time while a Termination Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party Buyer may, with the prior written consent of F▇▇▇▇▇▇ Mac, or F▇▇▇▇▇▇ Mac may, in its absolute discretion, give notice of termination in accordance with this Section. If a party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 5. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) At any time while an event under Paragraph 7 of the Credit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Non-Defaulting Party”Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) has shall be the right amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (c) Any notice of termination hereunder (i) send Noticeshall state the grounds for termination; (ii) shall specify a date that is not before, designating a daynor more than 10 days after, no earlier than the day such Notice date the notice of early termination is deemed to given on which the payments required by Section 11 shall be received (made as provided in Section 21.1) and no later than twenty therein (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), ; and (iii) end shall declare the Term effective as obligations of the Seller to make the payments required by Section 2 that are scheduled to be made after the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Date to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment be terminated as of that date, and those obligations shall so terminate and be replaced by the Early Termination Date; provided that if parties’ obligations to make the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement payments specified in order to establish a Settlement AmountSection 11. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If Buyer may on written notice to Wyeth terminate this Agreement immediately if any Regulatory Agency takes any action, the result of which is to prohibit or restrict the manufacture, formulation, packaging, labeling, storage, importation, sale, offer for *** Certain information on this page has been omitted and for as long as an Event of Default filed separately with the Commission. Confidential treatment has been requested with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as omitted portions. sale or use of the Early Termination DateProducts or any bona fide claim is made that the manufacture, (iv) collect formulation, packaging, labeling, storage, importation, sale, offer for sale or use of any of the Termination Payment, (v) withhold Products infringes any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any patent or other right proprietary or remedy available at Law or in equity to the extent otherwise permitted under this Agreementprotected right. (b) In If either Party shall at any time fail to discharge any of its material obligations hereunder and shall fail to correct such default within forth-five (45) days after the event other Party shall have given notice to it thereof, or if the default is of early terminationa type or nature that cannot be cured within forty-five (45) days, and the breaching Party shall fail to adopt a plan to remedy such default within said forty-five (45) days that is reasonably acceptable to the aggrieved Party, the Non-Defaulting aggrieved Party shall calculate, in a commercially reasonable manner, a Termination Payment as be entitled to notify the other Party that it intends to terminate this Agreement unless such default is corrected and may so terminate ten (10) days after such end of the Early Termination Date; provided that such forty-five (45) day period if the Event of Default occurs prior to the Initial Delivery Date and the Seller such default is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amountcontinuing. (c) As soon as practicable after establishing In the Early Termination Dateevent that either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the Non-Defaulting Party shall Notify the Defaulting Party benefit of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to creditors, the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved entitled by notice in accordance with Article Eighteenwriting to such Party to terminate this Agreement forthwith.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that . The “Termination Payment” will be equal to (i) the Project Development Security, less any Delay Damages, if the Event of Default Early Termination Date occurs prior to the Initial Delivery Date and or (ii) equal to the Seller is Delivery Term Security if the Defaulting Party, then Early Termination Date occurs after the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountInitial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivedeemed to have been received. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC, dated as of April 25, 2002 (the "Triparty Agreement"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the occurrence of such event (the "Transfer Cut-Off Date"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) then the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as current ratings of the Early Termination Date; provided Class A Notes by Moody's Investors Service ("Moody's") or Standard & Poor's Rati▇▇ Services ("S&P") would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)" (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (ai) If and for as long as an Provided that no Lease Rental Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing, in the event that Lessee shall in good faith determine that the Transponders, in the aggregate, have become uneconomic, obsolete or surplus to Lessee's requirements (as evidenced by a resolution to such effect adopted by the Board of Directors of HCG), Lessee shall have the option, during the Basic Term (and not during any Renewal Term), upon furnishing a notice to Lessor and Indenture Trustee at least 180 days prior to the effectiveness thereof to terminate this Lease with respect to a Defaulting Party has occurred and is continuingall, but not less than all, of the other Party Transponders on any Rent Payment Date on or after the fifth anniversary of the In-Service Date (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early "Termination Date”"), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as . As a condition to any transfer by Lessor of the Early Transponders or retention by Lessor of the Transponders (each pursuant to this Section 8), any necessary regulatory approvals in connection therewith shall have been obtained (Lessee hereby agreeing to use reasonable best efforts to obtain or to assist Lessor in obtaining such approvals). During the period from the giving of such notice of termination for the Transponders until 60 days prior to the Termination Date, (iv) collect Lessee, as non- exclusive agent for Lessor, shall use commercially reasonable efforts to solicit unconditional cash bids from Persons other than Lessee or its Affiliates to purchase such Transponders on the Termination PaymentDate, (v) withhold any payments due to and Lessee shall, during the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to period from the extent otherwise permitted under this Agreement. (b) In the event giving of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as such notice of the Early Termination Date; provided that if the Event of Default occurs termination until 60 days prior to the Initial Delivery Termination Date (as set forth in the preceding paragraph), from time to time at the request of Lessor or Indenture Trustee, inform Lessor and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Indenture Trustee of the Settlement Amount. The Non-Defaulting Party results of its efforts and shall not have certify to enter into any transactions Lessor and Indenture Trustee, at least 60 days prior to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party amount and terms of each such bid which has theretofore been submitted and the name and address of the party submitting such bid. Lessor and Owner Participant shall Notify each have the Defaulting Party right to solicit bids or each to make its own bid, provided that any bid by Lessor or Owner Participant shall be submitted to Lessee prior to the disclosure by Lessee to Lessor or Owner Participant of any other bids, but shall be under no duty to solicit bids or to inquire into the efforts of Lessee to obtain bids. Each such bid (a) shall be for payment in full in cash and (b) shall not involve any consideration to be received by Lessee or its Affiliates or be connected, directly or indirectly, with any transaction between the purchaser and the Lessee or its Affiliates, (collectively, a "Bona Fide Bid"). On or prior to the 40th day prior to the Termination Date, Lessee may (provided that Lessee has not previously canceled a proposed termination except for a deemed cancellation as provided in Sections 8(a)(ii) and 8(c) hereto), by notice to Lessor and Indenture Trustee, cancel the proposed termination of this Lease for the Transponders, whereupon this Lease shall continue in full force and effect with respect to the Transponders. If Lessee does not cancel such proposed termination as set forth in the last sentence of the preceding paragraph and any Bona Fide Bids are received on or prior to the 60th day before the Termination Date, Lessee's notice of termination shall become irrevocable on the 10th Business Day prior to the Termination Date and Lessor shall on the Termination Date, provided that the conditions of subsection (b) have been fulfilled, sell such Transponders to the bidder which shall have submitted the highest Bona Fide Bid for such Transponders and which has not defaulted on its bid (or to the next successively highest bidders, if any, which shall have submitted Bona Fide Bids, in the case of a default by the prior bidder, provided such sale shall have been consented to by Lessee if the Bona Fide Bid related thereto is for an amount less than the applicable Termination Value for the Transponders) for such Transponders upon receipt in immediately available funds of the amount specified in such bid. Such funds shall be paid either to Indenture Trustee or to Lessor, as required pursuant to the Indenture. All reasonable out-of-pocket costs and expenses incurred by Lessor or Indenture Trustee including, without limitation, attorneys' fees, in connection with any notice of termination, regardless of whether a sale is completed or Lessee withdraws its notice of termination, shall be paid by Lessee on an After-Tax Basis. (ii) If no sale of the Termination Payment and whether Transponders shall have occurred in accordance with Section 8(a)(i) on the Termination Payment is owed Date, or if all bidders having submitted Bona Fide Bids for such Transponders that were for an amount at least equal to Termination Value for the Transponders (or if for less than such Termination Value, the sale to such bidder was consented to by Lessee) have defaulted on such bids, then the Lease shall continue in full force and effect and the termination notice given by Lessee shall be deemed to have been canceled by Lessee. If no sale of the Transponders shall have occurred in accordance with Section 8(a)(i), as a result of a default by Lessor in its obligation to sell the Transponders in accordance with Section 8(b), then Lessor shall have been deemed to have exercised its election to retain ownership of the Transponders pursuant to Section 8(c) hereof. (iii) Notwithstanding anything to the Non-Defaulting Party. The Notice will include a written statement explaining contrary in reasonable detail this Section 8(a), if the calculation of such amount and bidder to whom the sources for such calculation. The Party that owes sale would otherwise have taken place shall have defaulted on its bid within the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. Day-period ending on the Termination Date, Lessee shall nonetheless make, on the Termination Date, (dA) If all the Defaulting Party disputes payments specified in the Non-Defaulting Party’s calculation first sentence of Section 8(b) (but not the payment called for by the second sentence of Section 8(b)), and (B) payment of Termination Value for the Transponders as of the Termination PaymentDate. Promptly thereafter, Lessor shall use its reasonable commercial efforts to sell the Transponders to an unaffiliated third party. Lessor shall retain the net proceeds of any such sale in whole or in part, excess of Termination Value for such Transponders as of the Defaulting Party shall, Termination Date and pay to Lessee the net proceeds of such sale up to but not exceeding Termination Value for such Transponders as of the Termination Date within five (5) Business Days days of receipt of the Non-Defaulting Party’s calculation proceeds of such sale. Upon payment by Lessee of all the Termination Paymentamounts due pursuant to this Section 8(a)(iii), provide the obligation of Lessee to pay Base Rent with respect to the Non-Defaulting Party Transponders and Supplemental Rent, other than to pay Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination with respect to the Transponders or as otherwise provided in the Tax Indemnification Agreement with respect to a detailed written explanation loss of FSC Benefits, shall terminate, the basis for such dispute. Disputes regarding Transponders shall no longer be subject to this Lease and the Termination Payment Lease Term with respect to the Transponders shall be resolved in accordance with Article Eighteenend.

Early Termination. (a) If and for as long as an Event of Default with respect Notwithstanding anything to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided contrary contained in this Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.13(c), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right if Employee's employment is terminated on or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Expiration Date and the Seller is the Defaulting Partyfor any reason other than pursuant to Section 4(d) below, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Bonus Payment payable to the Employee on the Payment Date shall be reduced to Employee's vested portion of such Bonus Payment at the date of such termination. During each Measurement Year, Employee shall vest in the Bonus Payment as follows: Measurement Year Percentage To Be Vested ---------------- ----------------------- First year 5% Second year 10% Third year 25% Fourth year 30% Fifth year 30% Employee shall become vested in the Percentage To Be Vested during each Measurement Year in four equal installments on September 30, December 31, March 30, and June 30 (each a "Vesting Date") during such year. Employee's vested portion of the Bonus Payment at any given date shall be the aggregate percentage vested as of the Vesting Date immediately preceding the date such vested portion is being determined. In the event that this Agreement is terminated by the Company prior to the Expiration Date pursuant to Section 4(d) hereof, Employee shall not be deemed to have vested in any portion of the Bonus Payment and whether no payment shall be due and owing to Employee pursuant to this Section 3(c). Notwithstanding the Termination Payment is owed foregoing (i), if the Company determines not to exercise its option to extend the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail Term of Executive's employment for the calculation of such amount and Extension Period, upon the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation expiration of the Termination Payment, in whole or in part, Term and thereafter the Defaulting Party shall, within five (5) Business Days of receipt vested portion of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Bonus Payment shall be resolved deemed to be 60%, and (ii) if Employee's employment by the Company is terminated pursuant to Section 4(f) or 4(h) below, in accordance with Article Eighteenlieu of the schedule set forth above, Employee shall be deemed vested in the Bonus Payments at the rate of 20% each Measurement Year (vesting in four equal installments during each such year on each September 30, December 31, March 30 and June 30 during such year).

Early Termination. (a) A. If and for as long as an Event at any time after the 36th month of Default with respect to a Defaulting Party has occurred and is continuingthe Term, the other Party EV Chargers at the Premises are performing at an average of fewer than 50 kilowatt hours per month over any period of six (“Non-Defaulting Party”6) has consecutive months, RED E CHARGING shall have the right to terminate this Agreement by providing Site Host by providing written notice (ithe “Termination Notice”) send Notice, designating a day, no earlier than the day such Notice is deemed pursuant to be received Section 19 of this Agreement at least sixty (as provided in Section 21.1) and no later than twenty (2060) days after such Notice is deemed to be received (as provided in Section 21.1)advance of the termination date, as an early which shall specify the effective date of RED E CHARGING’s termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as . As of the Early Termination Date, (iv) collect this Agreement shall terminate and neither Party shall thereafter have any further rights or obligations hereunder, except that RED E CHARGING shall pay all monies owed pursuant to Section 10 of this Agreement through the Termination PaymentDate, (v) withhold any payments due and this Agreement shall be of no further force and effect. B. If Site Host elects to terminate the Agreement prior to the Defaulting Party under expiration of the Term, Site Host must provide written notice pursuant to Section 19 of this AgreementAgreement (the “Termination Notice”), (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to specifying the extent otherwise permitted under effective date of Site Host’s termination of this Agreement. i. Any termination without cause by the Site Host prior to the end of the thirty-sixth (b36th) month of the Term, the Site Host is responsible to reimburse RED E CHARGING for the full cost of any EV Rebate that RED E CHARGING received, all costs Red E Charging incurred for installing the EV Chargers on the Premises, and any costs for Red E Charging to remove the EV Chargers from the Premises. ii. Site Host may terminate for cause without penalty as outlined below in (1) and (2): (1) In the event Site Host has not received payment under the terms of early termination, Section 10 of this Agreement by the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as tenth day of the Early Termination Date; provided calendar month, Site Host must provide written notice pursuant to Section 19 of this Agreement to Red E Charging notifying Red E Charging that if it has not received payment. If Red E Charging has not remitted the Event of Default occurs prior payment due to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Site Host within thirty (30) days of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace date of receipt of Site Host’s notice, Site Host may terminate the Agreement in order to establish a Settlement Amountfor cause and without penalty. (c2) As soon as practicable after establishing In the Early Termination Dateevent that Red E Charging has failed to properly maintain the EV Chargers, Site Host must provide notice pursuant to Section 19 of this Agreement to Red E Charging. This notice shall provide information about the Non-Defaulting Party shall Notify EV Charger(s) requiring maintenance. If Red E Charging has failed to repair or replace the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party EV Chargers within ten sixty (1060) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days days of receipt of the Non-Defaulting PartySite Host’s calculation notice, Site host may terminate the Agreement for cause and without penalty. iii. If Site Host elects to terminate the Agreement during the Term but after the 36th month without cause, Site Host must reimburse RED E CHARGING for all costs Red E Charging incurred for installing the EV Chargers on the Premises, and all costs for Red E Charging to remove the EV Chargers from the Premises. C. In all events of termination or expiration of this Agreement, the EV Chargers are owned by Red E Charging and upon termination or expiration of the Termination PaymentAgreement, provide Red E Charging shall remove them and restore the Premises to the Non-Defaulting Party a detailed written explanation original condition. D. The indemnity responsibilities as described in Section 14 of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenthis Agreement survive termination.

Early Termination. 2.2.1 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated at any time by any Party if and when agreed upon by the other Party. 2.2.2 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party upon expiration of a three (3) year period from the Effective Date if the Steering Committee has decided that (a) If Readiness has not been achieved within such a three (3) year period and decided that (b) there will be no extension of the period wherein Readiness of the IJDP will be achieved. However, if after such termination, a Party (the “Solving Party”) identifies a solution resolving the problem underlying the non-achievement of Readiness and the Solving Party reconsiders the development of the PFT and requiring the Foreground for as long as an Event of Default with respect its implementation, then the Solving Party shall have the obligation to a Defaulting Party has occurred and is continuing, notify the other Party (the “Non-Defaulting Notified Party”) has of such solution during a period of (i) two (2) years after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) six (6) months after the date of such termination if the Solving Party identifies such solution together with a third party and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within 90 days of receiving notice from the Solving Party. 2.2.3 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party in each case that the Steering Committee decides, prior to or on the due date, that (a) a given milestone (as specified in Appendix 3) cannot be achieved within the period determined by the Agreement and the Steering Committee decides that (b) there will be no extension of the period wherein the relevant milestone is to be achieved. However, if after such termination, a Solving Party identifies a solution resolving the problem underlying the non-achievement of said milestone and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, the Solving Party shall have the obligation to notify the Notified Party of such solution during a period of (i) send Noticetwo (2) years after the date of such termination if the Solving Party independently identifies, designating without relying on third parties, such solution or (ii) six (6) months after the date of such termination if the Solving Party identifies such solution together with a daythird party and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within 90 days of receiving notice from the Solving Party. 2.2.4 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if no earlier than license agreement (including but not limited to a license agreement with TPRF or a TPRF Affiliate) is signed with a Licensee within three (3) years after Readiness or seven (7) years of the day such Notice Effective Date, whichever date is deemed the earliest, and which license agreement covers the construction and operation of a Licensed Unit with a capacity for the production of Propanol (and other (by-)products produced by the plant) of at least [***] thousand metric tons ([***],000 t) per year. These time periods shall be extended by the number of years under which TPRF has exercised its options for exclusivity according to Section 7.7. 2.2.5 Notwithstanding Paragraph 2.1 hereof, this Agreement may be received (as provided in Section 21.1) and terminated by any Party if, no later than twenty twenty-one (2021) days months after the Effective Date, or a later date as reasonably agreed by the Steering Committee: (i) TPRF and/or the TPRF Dehydration Partner have expressed disagreement with reasonable and good faith terms and conditions proposed by Coskata and directed to providing Coskata, for the benefit of Licensees, the ability to access the dehydration technology being jointly developed by TPRF and the TPRF Dehydration Partner, and (ii) no alternative solution regarding the availability of a dehydration technology to Licensees is agreed upon by the Parties. Both Coskata and TPRF represent and warrant to undertake a good faith effort to have Coskata and the TPRF Dehydration Partner sign such Notice is deemed an agreement or agree to be received (such an alternative solution within this twenty-one month period. Coskata and TPRF also agree to maintain, during the course of negotiating an agreement as provided for in subsection (i) of this paragraph, a list of material issues remaining for resolution. During the undertaking of such good faith efforts, any such list of material issues remaining for solution shall be shared between Coskata and TPRF, on a monthly basis or otherwise upon request of each Party, in a manner that reasonably enables the Parties to solve such issues. Such termination in application of this Paragraph 2.2.5 may only be exercised on the date twenty-one months after the Effective Date, or any later date reasonably agreed by the Steering Committee. Such termination shall be the sole and exclusive remedy any Party may have on account of the other Party. 2.2.6 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if at any time, in the opinion of outside antitrust counsel, the exercise of rights and obligations contained in this Agreement violates any applicable antitrust laws or regulations and the provisions of Section 21.1)13.8 do not permit the continued operation of this Agreement. The non-terminating Party shall have available any legal remedy for damages resulting from any decision by a Party to terminate the Agreement under this Paragraph 2.2.6 without there being any such violation of applicable antitrust laws or regulations, as an early termination date notwithstanding Section 13.3. 2.2.7 In the event a proceeding for bankruptcy, insolvency, dissolution, compulsory winding-up, judicial custodian, compulsory management, or any other event which under the laws of any jurisdiction has a similar effect, is commenced against Coskata, TPRF may, without waiving any other rights or remedies available to it, apply to any court or authority of competent jurisdiction to prevent any assignment of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as or any of the Early Termination Daterights, (iv) collect title, interests or benefits contemplated therein by operation of law or act of authority or otherwise, to any third party, including any trustee, without the Termination Paymentprior written consent of Coskata, (v) withhold and Coskata shall assist TPRF in this regard in any payments due manner permitted by law. In case of such proceeding being commenced against Coskata, and notwithstanding Paragraph 2.1 hereof, TPRF shall be entitled to terminate this Agreement and/or to withdraw the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity granted to the extent otherwise permitted Coskata under this Agreement. (b) In 2.2.8 Notwithstanding Paragraph 2.1, this Agreement may be promptly terminated by either Coskata or TPRF, upon notice, in the event that without such Party’s prior written consent (i) there is an assignment of early terminationthis Agreement or of all or any part of the Foreground and/or Coskata or TPRF’s Background, for the Non-Defaulting Party benefit of creditors and/or (ii) there is a Change of Control of Coskata or TPRF (the term “Change of Control” shall calculatemean with respect to any Party, in an event whereby a commercially reasonable manner, a Termination Payment third party (other than any TPRF Affiliate or Coskata Affiliate existing as of the Early Termination Effective Date; provided ) acquires more than fifty percent (50 %) of the shares or equity interests in such Party). [***] Indicates that if the Event of Default occurs prior to the Initial Delivery Date and the Seller text has been omitted which is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead subject of the Settlement Amounta confidential treatment request. The Non-Defaulting Party shall not have to enter into any transactions to replace text has been separately filed with the Agreement in order to establish a Settlement AmountSecurities and Exchange Commission. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. ‌ (a) If and for as long as an Event of Default EOD with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send by sending Notice, designating designate a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.115.4) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.115.4), as an early termination date of this Agreement Assignment (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4)Parties, (iii) end the Term effective as of the Early Termination Date, (iv) if the EOD occurs on or after the Transfer Date, collect the Termination PaymentPayment unless the EOD is an EOD of Assignor and Assignor elects to exercise its reassignment rights in accordance with Section 5.3, (v) withhold any payments due to the Defaulting Party under this AgreementAssignment, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this AgreementAssignment. (b) In the event of an early terminationtermination as a result of an EOD that occurs on or after the Transfer Date, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement Assignment in order to establish a Settlement Amount. (c) As soon as practicable after establishing the an Early Termination Date with respect to an EOD that occurs on or after the Transfer Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenFourteen. (e) Assignor may terminate this Assignment upon Notice to Assignee with no further liability or obligations to Assignee thereafter if the PPA is terminated for any reason other than an EOD of Assignee during the Assignment Period.

Early Termination. (a) Notwithstanding any other provisions of this Agreement, this Agreement may be terminated before its normal expiration date under the following circumstances: 1. If and for as long as an Event either Party defaults in the performance of Default with respect to a Defaulting Party has occurred and is continuingany of its obligations under this Agreement, the other Party may give written notice to the defaulting Party specifying the nature and the extent of the default and demanding a cure to the default, and the defaulting Party will then have thirty (“Non-Defaulting 30) days to cure each default. If the default is not cured within thirty (30) days of the date of notice, then the aggrieved Party may by written notice terminate this Agreement effective immediately upon the defaulting Party”) 's receipt of the notice. 2. If either Party becomes bankrupt or insolvent or makes an assignment for the benefit of its creditors, or has a receiver appointed for it or for any of its properties, the other Party will have the right to (i) send Notice, designating a day, no earlier than terminate this Agreement effective immediately upon the day such Notice is deemed date of written notice to the other Party. All outstanding debts will be required to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment paid to the other Party within ten (10) Business Days after such Notice is effective30 days of this notice. 3. Either Party shall have the right to terminate this Agreement or any licenses surviving hereunder after termination of this Agreement in the event such other Party undergoes a Change of Control provided that the terminating Party must exercise such right no later than ninety (d90) If days after receiving notice of such Change of Control. 4. Either Party will have the Defaulting right to terminate this Agreement immediately upon written notice to the other in the event that any other agreement existing between INVO (or its affiliates) and DISTRIBUTOR (or its affiliates) terminates for cause during the term of this Agreement. 5. In the event there shall be a change in applicable country statutes, local statutes, case law, administrative interpretations, regulations or general instructions, the adoption of new federal or local legislation, or a change in any third-Party disputes reimbursement system, any of which are reasonably likely to materially and adversely affect the Non-Defaulting Party’s calculation manner in which either Party may perform or be compensated under this Agreement or which shall make this Agreement or any related agreements unlawful or unenforceable, or which would be reasonably likely to subject either Party to this Agreement, or any member, manager, officer, director, employee, agent or affiliated organization to any civil or criminal penalties or administrative sanctions, the Parties shall immediately use their best efforts to enter into a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with the law, regulation, or policy, or which eliminates the possibility of such penalties, sanctions or unenforceability, and that approximates as closely as possible the economic position of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Parties prior to the Non-Defaulting Party a detailed written explanation change. 6. Selling or distributing product outside of the basis defined Territory is grounds for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenimmediate termination of this Agreement.

Early Termination. (a) If and for as long as an At any time while a Termination Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party Buyer may, with the prior written consent of Secured Lender, or Secured Lender may, in its absolute discretion, give notice of termination in accordance with this Section. If a party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 5. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) At any time while an event under Paragraph 7 of the Credit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Non-Defaulting Party”Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) has shall be the right amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (c) Any notice of termination hereunder (i) send Noticeshall state the grounds for termination; (ii) shall specify a date that is not before, designating a daynor more than 10 days after, no earlier than the day such Notice date the notice of early termination is deemed to given on which the payments required by Section 11 shall be received (made as provided in Section 21.1) and no later than twenty therein (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (the “Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), ; and (iii) end shall declare the Term effective as obligations of the Seller to make the payments required by Section 2 that are scheduled to be made after the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Date to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment be terminated as of that date, and those obligations shall so terminate and be replaced by the Early Termination Date; provided that if parties’ obligations to make the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement payments specified in order to establish a Settlement AmountSection 11. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (a) If and The Parties (EGI acting as one Party for as long as the purposes of this section) may terminate this Agreement at any time by mutual written consent. In addition, each Party shall have the right to terminate this Agreement effective upon ten days’ prior written notice to the other Party, if any of the following shall occur (each, an “Event of Default with Default”): (i) the other Party defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and such default is not remedied to the reasonable satisfaction of the non-defaulting Party within 30 days after written notice to the other Party (provided that no notice of a Defaulting Party default given under the Section 12 shall be deemed to establish the existence of a default unless it has occurred and in fact occurred),, or if such default is continuingnot capable of rectification within 30 days, the other Party (“Non-Defaulting Party”) has not promptly commenced to rectify the right default within such 30 day period, and thereafter proceeds diligently to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), rectify same; or (ii) accelerate the other Party makes an assignment for the benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law which proceedings remain undischarged for a period of 60 days, or if a receiver or receiver/manager is appointed for all amounts owing between or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 60 days, or if the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as corporate existence of the Early Termination Date, other Party is terminated by voluntary or involuntary dissolution or winding-up (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right than by way of amalgamation or remedy available at Law or in equity to the extent otherwise permitted under this Agreementreorganization). (b) In the event Notwithstanding any other provision of early terminationthis Agreement, the Non-Defaulting Party EGI shall calculate, in a commercially reasonable manner, a Termination Payment as have no right to terminate this Agreement if BDH has made all of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement AmountBalance Payments. (c) As soon as practicable after establishing Notwithstanding the Early Termination Datetermination of this Agreement in accordance with the terms hereof, the Non-Defaulting Party shall Notify the Defaulting Party Parties agree to fulfill and perform all of the amount of the Termination Payment their respective covenants and whether the Termination Payment is owed obligations that arise prior to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation date of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effectivetermination. (d) If an Event of Default as set forth in section 12(a) occurs and is continuing: (i) if the Defaulting non-defaulting Party disputes is BDH, BDH shall have the Nonright, upon written notice to EGI, at its option, to demand repayment of the Upfront Cash Payment (the “EGI Default Fee”), without interest, at the time of the occurrence of the applicable Event of Default; and (ii) if the non-Defaulting Party’s defaulting Party is EGI, EGI shall have the right, upon written notice to BDH, at their option, to retain the Purchase Price received to such date (the “BDH Default Fee”). Upon demand from BDH which demand shall include a calculation of the Termination PaymentEGI Default Fee, EGI shall promptly pay the EGI Default Fee in cash by wire transfer, in whole immediately available funds, to a bank account designated by BDH. (e) The Parties hereby acknowledge that: (i) each Party will be damaged by an Event of Default; (ii) it would be impracticable or in part, extremely difficult to fix the Defaulting Party shall, within five actual damages resulting from the Event of Default; (5iii) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide any sums payable or retainable pursuant to the Non-Defaulting Party EGI Default Fee or the BDH Default Fee, as the case may be, are in the nature of liquidated damages, not a detailed written explanation penalty and are fair and reasonable; and (iv) any payment made or retained pursuant to the EGI Default Fee or the BDH Default Fee, as the case may be, with respect to an Event of Default Represents fair compensation for the basis for Losses that may reasonably be anticipated from such dispute. Disputes regarding the Termination Payment shall be resolved Event of Default in accordance with Article Eighteenfull and final satisfaction of all amounts owed in respect of such Event of Default.

Early Termination. This Shareholders Agreement shall be earlier terminated in the event of a material breach of the provisions set forth herein which is not cured within forty-five (45) calendar days after notice of such breach, to the extent such breach can be cured, or in the event of any material inaccuracy or misrepresentation made by any of the Parties. The non-breaching Party or the Party that did not cause the early termination shall have the right and the option to: [a) ] if the non-breaching Party owns at least a 30%4 interest in LQIF, purchase the Shares of the breaching Party at a price equal to the Fair Market Value less 10%. If and for as long as an Event of Default with respect the non-breaching Party decides to exercise such right, it shall deliver a Defaulting Party has occurred and is continuingwritten notice to the breaching Party, indicating its decision to purchase such Shares. In such case, the other breaching Party (“Nonshall sell its Shares to the non-Defaulting breaching Party on the 10th business day after the determination of the Fair Market Value; and [b] if the non-breaching Party owns less than a 30% interest in LQIF, sell its Shares to the breaching Party at a price equal to the Fair Market Value plus 10%. If the non-breaching Party decides to exercise such right, it shall send a written notice to the breaching Party”) has , indicating its decision to sell the right to Shares. In such case, the breaching Party shall purchase such Shares from the non-breaching Party on the 10th business day after the determination of the Fair Market Value. It shall be deemed a material breach the violation of the terms of this Shareholders Agreement pertaining to: (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date election of this Agreement (“Early Termination Date”), the Directors of the Chilean Joint Venture Entities; (ii) accelerate all amounts owing between the obligation to obtain the necessary consensus to implement any of the Fundamental Strategic Decisions. For the avoidance of doubt, the Parties (except for disputed amounts as provided in Section 9.4), memorialize their agreement that the failure to obtain the necessary approval at the corresponding decision level shall not be deemed a violation of the foregoing obligation; (iii) end the Term effective as designation of the Early Termination Date, Citigroup Designated Officers; (iv) collect the Termination Payment, approval and payment of capital increases in accordance with paragraphs (l) of Clause Fourth and (j) of Clause Fifth of this Shareholders Agreement; (v) withhold any payments due to the Defaulting Party under transfer of Shares set forth in Clause Fifth of this Shareholders Agreement, ; (vi) suspend performance, and/or the non-compete covenant; and (vii) exercise the insolvency or bankruptcy of any other right or remedy available at Law or of the Parties. The rights contemplated in equity this paragraph (ii) are in addition to the extent otherwise permitted rights that the non-breaching Party is entitled to under this Agreementthe applicable laws in case of a contractual breach. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.

Early Termination. (ai) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Triparty Agreement"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and for (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as long as an defined in the Triparty Agreement), if any, (x) the Event of Default with respect to a Defaulting Party has occurred and is continuingor Termination Event, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticeif any, designating a day, no earlier than the day constituting such Notice is Designated Event shall be deemed to be received cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (by or on behalf of the Counterparty shall terminate as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination the Assignment Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), . (iii) end Section 6(b) is hereby amended by deleting the Term effective as of heading to such section and replacing it with the following words: "Early Termination Date, Following Termination Event." (iv) collect Section 6(b)(ii) is hereby deleted and the Termination Paymentfollowing shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (vand the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) withhold any payments due to transfer prior to the Defaulting Party 20th day following the occurrence of such event (the "Transfer Cut-Off Date"), all of its rights and obligations under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right Agreement in respect of Affected Transactions to another of its offices or remedy available at Law affiliates or in equity third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the extent otherwise permitted Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (b2) In No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as then current ratings of the Early Termination Date; provided Class A-1 Notes, Class A-2 Notes, Class A- 3 Notes or Class A-4 Notes by Moody's or S&P would be r▇▇▇▇ed or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that if it shall be the Event responsibility of Default occurs the Trust to verify such matters prior to the Initial Delivery occurrence of such transfer or substitution)" (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment following shall be resolved inserted in accordance with Article Eighteen.its place:

Early Termination. (ai) If and for as long as an Provided that no Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing, in the event that Lessee shall in good faith determine that the Transponders, in the aggregate, have become uneconomic, obsolete or surplus to Lessee's requirements (as evidenced by a resolution to such effect adopted by the Board of Directors of HCI (the parent of STLC)), Lessee shall have the option, during the Basic Term (and not during any Renewal Term), upon furnishing a notice to Lessor and Indenture Trustee at least 180 days prior to the effectiveness thereof to terminate this Lease with respect to a Defaulting Party has occurred and is continuingall, the other Party (“Non-Defaulting Party”) has the right to (i) send Noticebut not less than all, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Transponders on any Rent Payment Date on or after the date shown as Item 6 on Schedule E hereto (the "Termination ----------- Date"). As a condition to any transfer by Lessor of the Transponders or ---- retention by Lessor of the Transponders (each pursuant to this Section 8), any necessary regulatory approvals in connection therewith shall have been obtained (Lessee hereby agreeing to use reasonable best efforts to obtain or to assist Lessor in obtaining such approvals). During the period from the giving of such notice of termination for the Transponders until 60 days prior to the Termination Date, Lessee, as non- exclusive agent for Lessor, shall use commercially reasonable efforts to solicit unconditional cash bids from Persons other than Lessee or its Affiliates (ivit being understood for the purposes of this Section 8 that "Affiliates" shall include any other Person directly or indirectly controlling, directly or indirectly controlled by, or under direct or indirect common control with, Lessee) collect to purchase such Transponders on the Termination PaymentDate, (v) withhold any payments due to and Lessee shall, during the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to period from the extent otherwise permitted under this Agreement. (b) In the event giving of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as such notice of the Early Termination Date; provided that if the Event of Default occurs termination until 60 days prior to the Initial Delivery Termination Date (as set forth in the preceding paragraph), from time to time at the request of Lessor or Indenture Trustee, inform Lessor and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead Indenture Trustee of the Settlement Amount. The Non-Defaulting Party results of its efforts and shall not have certify to enter into any transactions Lessor and Indenture Trustee, at least 60 days prior to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party amount and terms of each such bid which has theretofore been submitted and the name and address of the party submitting such bid. Lessor and Owner Participant shall Notify each have the Defaulting Party right to solicit bids (or each to make its own bid, provided that any bid by Lessor or Owner Participant shall be submitted to Lessee prior to the disclosure by Lessee to Lessor or Owner Participant of any other bids), but shall be under no duty to solicit bids or to inquire into the efforts of Lessee to obtain bids. Each such bid (a) shall be for payment in full in cash and (b) shall not involve any consideration to be received by Lessee or its Affiliates or be connected, directly or indirectly, with any transaction between the purchaser and the Lessee or its Affiliates, (collectively, a "Bona Fide Bid"). On or prior to the ------------- 40th day prior to the Termination Date, Lessee may (provided that Lessee has not previously canceled a proposed termination except for a deemed cancellation as provided in Sections 8(a)(ii) and 8(c) hereto), by notice to Lessor and Indenture Trustee, cancel the proposed termination of this Lease for the Transponders, whereupon this Lease shall continue in full force and effect with respect to the Transponders. 39 If Lessee does not cancel such proposed termination as set forth in the last sentence of the preceding paragraph and any Bona Fide Bids are received on or prior to the 60th day before the Termination Date, Lessee's notice of termination shall become irrevocable on the 10th Business Day prior to the Termination Date and Lessor shall on the Termination Date, provided that the conditions of subsection (b) have been fulfilled, sell such Transponders to the bidder which shall have submitted the highest Bona Fide Bid for such Transponders and which has not defaulted on its bid (or to the next successively highest bidders, if any, which shall have submitted Bona Fide Bids, in the case of a default by the prior bidder, provided such sale shall have been consented to by Lessee if the Bona Fide Bid related thereto is for an amount less than the applicable Termination Value for the Transponders) for such Transponders upon receipt in immediately available funds of the amount specified in such bid. Such funds shall be paid either to Indenture Trustee or to Lessor, as required pursuant to the Indenture. All reasonable out-of-pocket costs and expenses incurred by Lessor or Indenture Trustee including, without limitation, attorneys' fees, in connection with any notice of termination, regardless of whether a sale is completed or Lessee withdraws its notice of termination, shall be paid by Lessee on an After-Tax Basis. (ii) If no sale of the Transponders shall have occurred in accordance with Section 8(a)(i) on the Termination Date, or if all bidders having submitted Bona Fide Bids for such Transponders that were for an amount at least equal to Termination Value for the Transponders (or if for less than such Termination Value, the sale to such bidder was consented to by Lessee) have defaulted on such bids, then the Lease shall continue in full force and effect and the termination notice given by Lessee shall be deemed to have been cancelled by Lessee. If no sale of the Transponders shall have occurred in accordance with Section 8(a)(i), as a result of a default by Lessor in its obligation to sell the Transponders in accordance with Section 8(b), then Lessor shall have been deemed to have exercised its election to retain ownership of the Transponders pursuant to Section 8(c) hereof. (iii) Notwithstanding anything to the contrary in this Section 8(a), if the bidder to whom the sale would otherwise have taken place shall have defaulted on its bid within the 10 Business Day period prior to the Termination Date, Lessee shall nonetheless make, on the Termination Date, all the payments specified in Section 8(b) (other than the payment pursuant to the second sentence of Section 8(b)) and payment of Termination Value for the Transponders as of the Termination Payment and whether Date. Promptly thereafter, Lessor shall use its reasonable commercial efforts to sell the Transponders to an unaffiliated third party. Lessor shall retain the net proceeds of any such sale in excess of Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources Value for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation Transponders as of the Termination Payment, in whole or in part, Date. The net proceeds of such sale up to but not exceeding Termination Value for such Transponders as of the Defaulting Party shall, Termination Date shall be paid by Lessor to Lessee within five (5) 5 Business Days of receipt of the Non-Defaulting Party’s calculation proceeds of such sale. Upon payment by Lessee of all the Termination Paymentamounts due pursuant to this Section 8(a)(iii), provide the obligation of Lessee to pay Base Rent with respect to the Non-Defaulting Party a detailed written explanation of Transponders and Supplemental Rent, other than to pay 41 Supplemental Rent attributable to acts, events or conditions occurring or existing on or prior to such termination with respect to such Transponder, shall terminate, such Transponder shall no longer be subject to this Lease and the basis for Lease Term with respect to such dispute. Disputes regarding the Termination Payment Transponders shall be resolved in accordance with Article Eighteenend.

Early Termination. If a Triggering Event (adefined in Section 4.2) If and for as long as an Event of Default occurs with respect to a Defaulting either Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon two Business Days written notice to the first Party, designating which notice shall be given no later than 60 30 Days after the discovery of the occurrence of the Triggering Event, establish a day, no earlier than the day such Notice is deemed to be received date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 21.1) 8.4, and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to the Defaulting Party under any party, all Transactions and this AgreementAgreement in respect thereof shall automatically terminate, (vi) suspend performancewithout notice, and/or (vii) exercise any other right or remedy available at Law or as if an Early Termination Date had been immediately declared except as provided in equity to the extent otherwise permitted under this Agreement. (b) In the event of early terminationSection 8.4. If an Early Termination Date occurs, the Non-Defaulting Notifying Party shall calculatein good faith calculate its damages, in a commercially reasonable mannerincluding its associated costs and attorneys' fees, a Termination Payment as resulting from the termination of the Early terminated Transactions (the "Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Payment"). The Termination Payment will be calculated using determined by (i) comparing the Damage Payment Amount instead value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the Settlement Amountsettlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Non-Defaulting Notifying Party shall not have to enter into any transactions to replace give the Agreement Affected Party (defined in order to establish a Settlement Amount. (cSection 4.2) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party written notice of the amount of the Termination Payment and whether the Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Non-Defaulting Notifying Party. The Notice will include a written statement explaining in reasonable detail , the calculation of such amount and the sources for such calculation. The Affected Party that owes shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall make pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Defaulting Affected Party disputes disagrees with the Non-Defaulting Party’s calculation of the Termination PaymentPayment the Parties shall in good faith attempt to resolve the dispute., in whole or in part, If the Defaulting Party shall, within five (5) Business Days of receipt of Parties are unable to resolve the Non-Defaulting Party’s calculation of dispute the Termination Payment, provide issue shall may be submitted to arbitration pursuant to this Agreement and the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the resulting Termination Payment shall be resolved in accordance with Article Eighteendue and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party any condition set forth in Sections 14.1 (“Non-Defaulting Party”a) through (1) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement.not been satisfied; (b) In the event of early terminationeither Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount.1996; (c) As soon as practicable after establishing the Early Termination Dateeither Seller or Raytheon shall exercise their rights to terminate their Engineering, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment Procurement and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective.Construction Contract on or before November 12, 1996, or (d) If either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the Defaulting Party disputes other Party, may terminate this Coke Purchase Agreement on or before November 12, 1996, without any further obligation to such other Party; provided, however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the Non-Defaulting Party’s calculation construction of the Termination PaymentCoke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in whole or in partexcess of ***** Dollars ($ ***** ); further, the Defaulting Party shallprovided, within five Seller shall pay ***** ( ***** ) and Purchaser shall pay ***** ( ***** ) of such costs and fees up to an aggregate amount of ***** Dollars (5) Business Days of receipt $ ***** ), all of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved foregoing in accordance with Article Eighteenthis subsection (d) being capped at $ ***** .

Early Termination. Prior to the expiration of the Transition Period and subject to any limitations set forth on Exhibit C with respect to specific Transition Services, Ziopharm may elect to terminate Precigen’s provision of certain of the Transition Services by delivering written notice of such election to Precigen. Such termination of the applicable Transition Services will be effective no earlier than thirty (30) calendar days following Precigen’s receipt of such notice, unless Precigen consents to a shorter period. Upon any termination or reduction of any Transition Service and subject to any rights or obligations Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Confidential that have accrued prior to termination, neither Party shall have any further obligation to the other Party in respect of the Transition Services that have been terminated. 4.6Regulatory or Third Party Action or Inspection. Each Party shall immediately notify the other Party as promptly as reasonably possible following becoming aware of any Regulatory Authority inspections relating to (a) If in the case of Precigen, any of its products that utilizes or incorporates any technology that is also used or incorporated in any Licensed Product, and for as long as (b) in the case of Ziopharm, a Licensed Product that, in either case of (a) or (b) is reasonably likely to have an Event of Default with respect to a Defaulting Party has occurred and is continuing, impact on the other Party (each of (a) and (b), a “Non-Defaulting Reporting Product” of such Party”) has ). To the extent permitted by applicable Law, each Party shall have the right to (i) send Noticebe present at any such inspections and shall have the opportunity to provide, designating a dayreview and comment on any responses that may be required, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1)each case, as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) applicable to such Party’s Reporting Product(s). In the event a Party does not receive prior notice of early terminationany such inspection, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment notify the other Party as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party such inspection and shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to provide the other Party within ten (10) Business Days after with copies of all materials, correspondence, statements, forms and records received or generated pursuant to any such Notice is effective. (d) If inspection to the Defaulting Party disputes extent permitted by applicable Law and to the Non-Defaulting extent related to such other Party’s calculation Reporting Product(s). In addition to such obligations with respect to Regulatory Authority inspections, each Party shall immediately notify the other Party of any material Information it receives regarding any threatened or pending action or communication by or from any Regulatory Authority that is reasonably likely to materially and adversely affect the Termination Paymentregulatory status of any Reporting Product(s) of such other Party; provided, in whole or in partthat such Party is permitted to disclosure such material Information, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteen.including under applicable Law..

Early Termination. (a) Notwithstanding any other provisions of this Agreement, this Agreement may be terminated before its normal expiration date under the following circumstances: 1. If and for as long as an Event either Party defaults in the performance of Default with respect to a Defaulting Party has occurred and is continuingany of its obligations under this Agreement, the other Party may give written notice to the defaulting Party specifying the nature and the extent of the default and demanding a cure to the default, and the defaulting Party will then have thirty (“Non-Defaulting 30) days to cure each default. If the default is not cured within thirty (30) days of the date of notice, then the aggrieved Party may by written notice terminate this Agreement effective immediately upon the defaulting Party”) 's receipt of the notice. 2. If either Party ceases active operations, becomes bankrupt or insolvent, or makes an assignment for the benefit of its creditors, or has a receiver appointed for it or for any of its properties, the other Party will have the right to (i) send Notice, designating a day, no earlier than terminate this Agreement effective immediately upon the day such Notice is deemed date of written notice to the other Party. All outstanding debts will be required to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment paid to the other Party within ten (10) Business Days after such Notice is effective30 days of this notice. 3. Either Party shall have the right to terminate this Agreement or any licenses surviving hereunder after termination of this Agreement in the event such other Party undergoes a Change of Control provided that the terminating Party must exercise such right no later than ninety (d90) If days after receiving notice of such Change of Control. 4. Either Party will have the Defaulting right to terminate this Agreement immediately upon written notice to the other in the event that any other agreement existing between INVO (or its affiliates) and DISTRIBUTOR (or its affiliates) terminates for cause during the term of this Agreement. 5. In the event there shall be a change in applicable country statutes, local statutes, case law, administrative interpretations, regulations or general instructions, the adoption of new federal or local legislation, or a change in any third-Party disputes reimbursement system, any of which are reasonably likely to materially and adversely affect the Non-Defaulting Party’s calculation manner in which either Party may perform or be compensated under this Agreement or which shall make this Agreement or any related agreements unlawful or unenforceable, or which would be reasonably likely to subject either Party to this Agreement, or any member, manager, officer, director, employee, agent or affiliated organization to any civil or criminal penalties or administrative sanctions, the Parties shall immediately use their best efforts to enter into a new service arrangement or basis for compensation for the services furnished pursuant to this Agreement that complies with the law, regulation, or policy, or which eliminates the possibility of such penalties, sanctions or unenforceability, and that approximates as closely as possible the economic position of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide Parties prior to the Non-Defaulting Party a detailed written explanation change. 6. Selling or distributing product by DISTRIBUTOR outside of the basis defined Territory is grounds for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenimmediate termination of this Agreement by INVO.

Early Termination. (a) If and for as long as an Event of Default occurs with respect to a Defaulting Party has occurred and is continuingat any time during the term of this Agreement, the other Party (“Non-Defaulting the "Notifying Party”") has the right to may (i) send Noticeupon written notice to the other Party, designating a day, no earlier than the day such Notice is deemed to which notice shall be received (as provided in Section 21.1) and given no later than twenty sixty (2060) days after such Notice is deemed to be received (as provided in Section 21.1)the discovery of the occurrence of the Event of Default, as an early termination date of terminate this Agreement as of a date determined by the Notifying Party (“"Early Termination Date”"), ; (ii) accelerate all amounts owing between withhold any payment due under this Agreement; and/or (iii) suspend performance under this Agreement; provided, however, upon the Parties occurrence of any Event of Default listed in clause (except for disputed amounts as provided in Section 9.4i), (iii) end or (iv) of Section 12.1, this Agreement shall automatically terminate, without notice, and without any other action by either Party as if an Early Termination Date had been declared immediately prior to such event. If an Early Termination Date has been designated or deemed to occur, the Term effective Notifying Party shall in good faith calculate its damages resulting from the termination of this Agreement (the "Termination Payment") as of set forth below. (b) When the Notifying Party is PP&L, the Termination Payment will be the positive difference, if any, between (i) the payments (discounted to the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due Date at a rate per annum equal to the Defaulting Party average yield to maturity of United States treasury obligations having comparable maturity dates) that PP&L would have received under this AgreementAgreement at the agreed to quantity(ies) and price(s) had the Agreement not been terminated; and (ii) the payments (discounted in the same manner as set forth above), (vi) suspend performancefor the remaining term, and/or (vii) exercise any other right as either quoted by a bona fide third party offer or remedy which are reasonably expected to be available at Law or in equity to the extent otherwise permitted market under replacement contract for this Agreement. (bc) In When the event of early terminationNotifying Party is UGI, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead positive difference, if any, between (i) the payments (discounted to the Early Termination Date at a rate per annum equal to the average yield to maturity of United States treasury obligations having comparable maturity dates) that UGI would make under replacement contract (with the Settlement Amount. The Non-Defaulting Party shall not have same quantities and substantially similar terms and conditions) for the remaining term of this Agreement, as either quoted by a bona fide third party offer or which are reasonably expected to enter into any transactions to replace be available in the market; and (ii) the payments (discounted in the same manner as set forth above) that UGI would pay under the Agreement in order for its remaining term at the agreed to establish a Settlement Amountquantity(ies) and price(s) had the Agreement not been terminated. (cd) As soon as practicable after establishing To ascertain the Early Termination Datemarket prices of a replacement contract, the Non-Defaulting Notifying Party may consider, among other valuations, quotations from leading dealers in electric purchase and sale contracts for Power and other bona fide third party offers, all adjusted for the length of the remaining term and differences in transmission costs, if any. (e) The Notifying Party shall Notify give the Defaulting Party written notice of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include Payment, along with a written statement explaining in reasonable detail detailing the calculation of such amount and the sources for such calculationamount. The Defaulting Party that owes shall pay the Termination Payment to the Notifying Party immediately upon receipt of such notice. At the time for payment of any amount due under this Section, each Party shall make such payment pay to the other Party within ten (10) Business Days after all additional amounts payable by it pursuant to this Agreement, but all such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the amounts shall be netted and aggregated with any Termination Payment payable hereunder. Any Party failing to make payment when due hereunder shall be resolved in accordance with Article Eighteenpay interest on the overdue balance from the due date at the Interest Rate.

Early Termination. (a) If and for as long as an Event of Default with respect to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.122.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.122.1), as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.410.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead of the Settlement Amount. The Non-Defaulting Party shall not have to enter into any transactions to replace the Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Non- Defaulting Party shall Notify the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is owed to the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article EighteenNineteen (Dispute Resolution).

Early Termination. (a) If and for as long as an Event In case either of Default with respect the contracting parties intends to a Defaulting Party has occurred and is continuing, the other Party (“Non-Defaulting Party”) has the right to (i) send Notice, designating a day, no earlier than the day such Notice is deemed to be received (as provided in Section 21.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), as an report early termination date of this Agreement (“Early Termination Date”)contract, (ii) accelerate all amounts owing between said circumstances should be performed as describe in article thirty herein, with at least 30 days before the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold initial term of this contract or any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) extension thereof. In the event of early terminationany failure to comply by any of the parties be updated regarding their obligations for which they are liable under this contract, or with any of the attachments that are an integral part thereof, if such failure is not remedied within a period of 30 calendar days starting from the date notice or said failure is received, the Non-Defaulting Party shall calculate, party that is not in a commercially reasonable manner, a Termination Payment as default may unilaterally declare early termination of this contract and all or part of the Early Termination Date; provided attachments without any liability on its part. In addition, the party in default shall pay the affected party for any damage, attorney’s fees and any other legal loss derived from said default. Furthermore, the contracting parties agree that if the Event exercising their right to early termination of Default occurs prior to the Initial Delivery Date and the Seller is the Defaulting Party, then the Termination Payment will be calculated using the Damage Payment Amount instead this document by any of the Settlement Amount. The Non-Defaulting Party parties shall not have to enter into any transactions to replace the Agreement constitute a waiver in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Dateexercise payment of damages and inconvenience to which it might be entitled to claim in conformity with applicable laws, the Non-Defaulting Party shall Notify the Defaulting Party or to obtain payment of the amount contractual penalty agreed in the contract herein. If “Molimentales" determines that it no longer requires the supply of the Termination Payment product during the term of the present contract, it shall notify "Evonik" in writing about these circumstances ninety (90) days in advance and "Evonik" may: (a) Decide whether or not it declares early termination of the Termination Payment obligations for which "Molimentales" is owed liable according to this document, or (b) Decide that "Molimentales" pay half of the Non-Defaulting Party. The Notice will include a written statement explaining in reasonable detail total cost remaining of the calculation agreed term of such amount the contract and the sources for such calculation. The Party that owes the Termination Payment shall make such payment to the other Party within ten (10) Business Days after such Notice is effective. (d) If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Paymentcontractual penalty described herein, in whole addition to damages or in inconvenience derived therefrom. On its part, "Evonik" shall deliver the Defaulting Party shall, within five (5product for which Molimentales will pay for the purposes of item b) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be resolved in accordance with Article Eighteenherein.