Common use of Term Termination Clause in Contracts

Term Termination. (a) The term of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Class A Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Holders of the Class A Notes; or (iii) the termination of this Agreement shall commence on in accordance with Section 12(b), (c) or Section 13. The Collateral Manager hereby acknowledges and agrees that the date hereof and Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until terminated pursuant to Section 12 the payment in full or this Section 13redemption in whole of the Class A Notes unless any of the events described in clause (ii) or (iii) of the preceding sentence occur prior thereto. (b) Notwithstanding anything herein any other provision hereof to the contrary, this Agreement shall automatically may be terminated without cause by the Collateral Manager, and immediately terminate, without the requirement for any further action by any PartyCollateral Manager may resign, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant 90 days’ prior written notice to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property Issuer and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofTrustee. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Issuer or any Change of Control occurs without the prior written consent portion of the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Board and (ii) for CauseAct. (d) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Sections 8, 10 and 14, which provisions shall survive the termination of this Agreement. (e) Upon the removal or resignation of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoCollateral Manager pursuant to Section 12 or 13, the Company, acting at the direction Issuer may appoint a successor Collateral Manager that is reasonably acceptable to a Majority of the Preferred Board MembersControlling Class and that is approved by all of the members of the Issuer. If the Collateral Manager is removed pursuant to Section 13, (1) a Majority of the Controlling Class may terminate elect to increase the Collateral Management Fee (or provide for a subordinated collateral management fee) for the successor Collateral Manager, subject to the consent of the Issuer; and (2) if a successor Collateral Manager is not appointed within 60 days of such removal of the Collateral Manager for “cause,” the Issuer may not reinvest in additional Collateral Obligations. (f) Upon the acceptance by a successor Collateral Manager of such appointment, all rights and obligations of the Collateral Manager under this Agreement immediately upon delivery shall terminate, except as provided in Sections 2(h)(i), 8(b), 10(a), 10(b), 14(a) and 23. Upon expiration of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a particular Line Item (successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Collateral or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. 10.1 This Foundation Agreement shall continue in effect unless otherwise terminated in accordance with this section. 10.2 This Foundation Agreement and/or applicable Module(s) and/or the applicable Transaction Document may be terminated by either Party (a) The term of this Agreement shall commence on upon a material breach by the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any other Party, upon the earliest to occur provided that, in each instance of a claimed breach: (i) the initiation non-breaching Party notifies the breaching Party in writing of the dissolution such breach; and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal breaching Party fails to either cure such breach within thirty (30) days (or such other period as mutually agreed by the Parties) from receipt of such notice; (b) upon insolvency of the General Partner as the general partner other Party, if permitted by law. The foregoing notwithstanding, any breach by Customer of licenses and/or rights granted pursuant to this Agreement shall constitute an incurable material breach by Customer; and, CA may immediately terminate all of Customer’s use rights and licenses, (subscription-based, perpetual, access and use), upon written notice to Customer, and Customer must either: a) delete all full or partial copies of the Parent pursuant CA Software and SaaS instances from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to Section 4.13 ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the Parent LP CA Software. Such termination shall not relieve Customer from its obligations as set forth within the related Transaction Document. 10.3 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Foundation Agreement or the voluntary resignation Agreement. Excepting for termination based on CA’s uncured material breach, all fees are non-cancellable and non- refundable unless a prorated refund applies. In the event of the General Partner (when such General Partner is termination by CA for an Affiliate of CTT Partner) in such capacityuncured material breach by Customer, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property fees shall immediately become due and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofpayable. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, 10.4 Customer may terminate this Agreement provided that Customer also terminates each and all other agreements (direct or indirect or whether or not related to this Agreement) under which Customer may procure any CA offering (but in all cases excluding any hardware offerings and associated support contracts therefor) together with each and all Transaction Documents (or any order forms or other ordering documents) in effect between the Parties as of the date of termination (collectively, for purposes of this section, the “Agreement”), without cause and without further charge or expense at any time, immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to CA sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. On or after the Asset Manager termination date, with the exception of any fully paid-up Perpetual Licenses if the termination is effective after the initial Term, Customer must either: a) delete all full or partial copies of the CA Software from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the CA Software. Once Customer’s verification or the CA Software copies are received, CA will pay Customer, or CA Partner, a pro-rata refund of any License, SaaS and/or Support fees Customer or CA Partner pre-paid (“Refund Fees”) in accordance with the paragraph below. Refund Fees will be calculated on the number of months remaining in the event that Term (which for the purposes of this calculation will be deemed to commence from the date Customer’s verification or the CA Software copies are received) of the Transaction Document eligible for the refund. If the CA Software is licensed under a Fiscal Year’s actual results (Perpetual License, Customer, or CA Partner as determined following appropriate, will receive a pro-rated refund of the License Fee paid to CA only if notice of termination is issued during the initial Term of the applicable year-endTransaction Document. 10.5 Notwithstanding the foregoing paragraph, if the Agreement is terminated without cause, neither Party shall have further obligations under the Agreement, except that the Parties shall remain bound by the obligations within the Survival section of this Foundation Agreement. Refund Fees will be paid within sixty (60) with respect days to a particular Line Item Customer (or CA Partner who will process the invoicing or reimbursement of fees to Customer as defined in Exhibit B) appropriate and under the commercial terms between the CA Partner and Customer), from the date Customer’s verification or the CA Software copies are outside received, and any unpaid fees reflecting the applicable Allowable Variance Limits (as defined in Exhibit B)CA offerings delivered prior to the termination date shall become immediately due.

Term Termination. (a) The term of this This Agreement shall commence on upon the date hereof Effective Date and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation through December 31 of the dissolution current year, and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject thereafter shall be renewed2 according to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. A renewal shall not require signature of the Preferred Board MembersParties, and shall be deemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term. b) The Affiliate Member may terminate this Agreement immediately upon delivery 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. c) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the CHORUS Service, (i) upon written notice for failure to the Asset Manager pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the event case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. d) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any article upon determination in CHOR’s sole discretion that a Fiscal Year’s actual results the continuation of such aspect of the CHORUS Service (as determined following the applicable year-end) generally or with respect to a particular Line Item (as defined specific member) or linking to any such article could result in Exhibit B) are outside legal risk to CHOR, without following the applicable Allowable Variance Limits (as defined procedures outlined in Exhibit BSection 8(c).

Term Termination. (a) The term of this This Agreement shall commence on upon the date hereof Effective Date and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation through December 31 of the dissolution current year, and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject thereafter shall be renewed3 according to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. A renewal shall not require signature of the Preferred Board MembersParties, and shall be deemed to have occurred if Affiliate Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in automatic termination, effective as of the end of the then-current term. b) The Affiliate Member may terminate this Agreement immediately upon delivery 90 days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. c) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Affiliate Member. CHOR may terminate this Agreement and Affiliate Member’s status as a member of CHOR and participation in the CHORUS Service, (i) upon written notice for failure to the Asset Manager pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure a material breach of this agreement within 10 business days of notice of such breach, including as set forth in Section 5. Except in the event case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Affiliate Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, Affiliate Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. d) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any article upon determination in CHOR’s sole discretion that a Fiscal Year’s actual results the continuation of such aspect of the CHORUS Service (as determined following the applicable year-end) generally or with respect to a particular Line Item (as defined specific member) or linking to any such article could result in Exhibit B) are outside legal risk to CHOR, without following the applicable Allowable Variance Limits (as defined procedures outlined in Exhibit BSection 8(c).

Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall commence designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) ten (10) days following the end of such 30 day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon "Termination Fee") equal to the earliest to occur of (i) the initiation amount of the dissolution and liquidation Management Fee earned by the Manager during the period consisting of the Parent pursuant to Article 10 twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Parent LP Agreement or Company to pay the Company pursuant to Termination Fee shall survive the Company LLC termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyNo later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, acting at the direction Manager may deliver written notice to the Company informing it of the Preferred Board Members Manager's intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and acting without consent or approval of any other members extended and this Agreement shall terminate effective on the anniversary of the Company Board or any other Person, may terminate this Agreement immediately upon Closing Date next following the delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Causenotice. (d) Subject If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Section 13(b) and Section 16 of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement. In addition, the Company, acting at the direction Section 11 of the Preferred Board Members, may terminate this Agreement immediately upon delivery shall survive termination of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Agreement.

Term Termination. (i) This Agreement shall be valid for the Term. (ii) The Term may be extended on terms and conditions to be mutually agreed and recorded in writing between the Parties. (iii) Either Party has a right to forthwith terminate this Agreement by a written notice, subject to Applicable Laws, to the other Party in the event of: (a) The term material breach of this Agreement shall commence on by the date hereof and shall continue until terminated pursuant other Party which has not been cured within thirty (30) days of being required in writing to Section 12 or this Section 13.do so; or (b) Notwithstanding anything herein to the contrarybankruptcy, this Agreement shall automatically and immediately terminate, without insolvency or appointment of receiver over the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation assets of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP AgreementParty; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof.or (c) The Companythe Operator‟s license under the Guidelines for providing Headend-In-The-Sky (HITS) Broadcasting Service in India dated November 26, acting at 2009 (as amended) published by the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board MIB or any other Person, may material license necessary for a HITS Operator being revoked at anytime other than due to the fault of the Operator. (iv) SDSPL shall have the right to terminate this Agreement immediately upon delivery of by a written notice of such termination to the Asset Manager Operator if (ia) the Operator breaches any Applicable Laws, (b) the Operator‟s digital Addressable System does not meet the requirements specified in Applicable Laws, and (c) the STBs, CAS and SMS of the Operator fails to comply with the Technical Specifications. (v) The Operator shall have the right to terminate this Agreement on written notice to SDSPL if the Operator discontinues its digital Addressable System business and provides at least ninety (90) days prior written notice. (vi) SDSPL shall have the right to forthwith terminate this Agreement and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following: (a) In case of winding up proceedings against the Operator; (b) In the event of assignment of the Agreement by the Operator without prior written approval of SDSPL; (c) If SDSPL discontinues the Subscribed Channels, inter alia, with respect to HITS Operator in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseTerritory. (d) Subject If the Operator by operation of law loses control of the means to distribute the Subscribed Channels (including but not limited to entering into an agreement/arrangement with another Broadcaster for operational and/or administrative and/or funding purposes, etc.); (e) In the event SDSPL/ SUN is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of SDSPL/ SUN to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts SDSPL/ SUN to provide the Subscribed Channels to the Operator under the terms of this Agreement; (f) If the “Budget Variance Cure Protocols” set forth on Exhibit B heretoEquipment are removed from the Installation Address without prior written consent of SDSPL or is being used or intended to be used, at a place other than the Installation Address; (g) If the Operator‟s representations, warranties contained in this Agreement are found to be untrue; and (h) If the Operator does not comply with any rules, regulations, orders of TRAI or any other government or statutory body/court or tribunal. (vii) The Parties agree that if any of the agreements between SDSPL and SUN relating to SDSPL‟s right to distribute any of the Subscribed Channels in the Territory is terminated, then the part of the Agreement pertaining to the said Subscribed Channel shall stand terminated. In such an event, fresh Annexes shall be executed between the Parties at mutually agreed terms, subject to applicable law. (viii) SDSPL‟s rights to terminate the Agreement shall be without prejudice to SDSPL‟s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws. (ix) The operator hereby acknowledges that if signal of any Subscribed Channel, which was disconnected/deactivated for reason attributable to the operator, needs to be reconnected, the Companyoperator shall be liable to pay non –refundable re-activation fee of Rs.500 per channel per re-activation, acting at if SDSPL so elects. Further, the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event operator acknowledges that such re- activation fee does not constitute a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)penalty.

Term Termination. (a) The term of this This Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, will terminate upon the earliest first to occur of of: (i) the initiation fifth (5th) anniversary of the dissolution Effective Date (the “Expiration Date”; provided that such Expiration Date may be extended upon the agreement of A/N and liquidation of Liberty, to a subsequent agreed upon date, in which case such subsequent date will be deemed the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, Expiration Date); (ii) upon written notice by Liberty to A/N, that a 40 Act Event, as determined in the removal reasonable opinion of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacityLiberty’s counsel, has occurred; (iii) the initiation upon written notice by A/N to Liberty, upon a material breach by Liberty of any sale process of its covenants or the initiation agreements contained herein, provided that such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been received by Liberty; (iv) a Liberty Change of Control; (v) a Transfer by any Liberty Party of any shares of Class A Common Stock, other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; than (A) a Permitted Transfer, provided, that in the Alternative case of a Transfer pursuant to clause (y) of Section 4.6(b)(ix) of the Stockholders Agreement, the Voting System is then in effect and a Person other Interest of Liberty (including the Proxy Shares) shall equal no less than the General Partner was appointed Target Percentage following the completion of such Transfer, or within six (6) months following the completion of such Transfer, Liberty acquires such number of shares of Class A Common Stock as is necessary to sell cause the Property and manage all aspects Voting Interest of Liberty (including the Proxy Shares) to be no less than the Target Percentage; (B) a Transfer of shares of Class A Common Stock constituting 1% or less of the sale processTotal Voting Power, provided, that, (x) Liberty shall have promptly notified A/N in writing of such Transfer, (y) A/N shall promptly have provided Liberty with written notice that this Agreement will terminate unless Liberty cures such breach within forty-five (45) calendar days and (z) within thirty (30) calendar days of receipt of notice from A/N, Liberty shall have (1) acquired such number of shares of Common Stock as is necessary to cause the Voting Interest of Liberty (including the Proxy Shares) to be no less than the Target Percentage and (2) certified in writing to A/N that the Voting Interest of Liberty (including the Proxy Shares) is no less than the Target Percentage; or (C) a Transfer by Liberty of any shares of Class A Common Stock following which Transfer Liberty retains no less than an Equity Interest equal to 17.01% (it being understood and acknowledged by Liberty, for the avoidance of doubt, that nothing in this Section 6(v) shall cause the Proxy Percentage to exceed, or (iv) the date that is seven years after the date hereof.to be required to exceed, 7.0%); or (cvi) The Company, acting at upon the direction mutual written agreement of the Preferred Board Members A/N and acting without consent or approval Liberty. No party hereto will be relieved from any liability for breach of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice by reason of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Causetermination. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall commence designate the date (the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) ten (10) days following the end of such 30 day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to the earliest to occur of (i) the initiation amount of the dissolution and liquidation Management Fee earned by the Manager during the period consisting of the Parent pursuant to Article 10 twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Parent LP Agreement or Company to pay the Company pursuant to Termination Fee shall survive the Company LLC termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyNo later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, acting at the direction Manager may deliver written notice to the Company informing it of the Preferred Board Members Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and acting without consent or approval of any other members extended and this Agreement shall terminate effective on the anniversary of the Company Board or any other Person, may terminate this Agreement immediately upon Closing Date next following the delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Causenotice. (d) Subject If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Section 13(b) and Section 16 of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement. In addition, the Company, acting at the direction Section 11 of the Preferred Board Members, may terminate this Agreement immediately upon delivery shall survive termination of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Agreement.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the contraryIssuer) to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until March 31, 2013 (the “Current Term”) and shall be automatically renewed for a one-year term on that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Sharesagree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) ten (10) days following the end of such 45 day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to the earliest to occur amount of (i) four times the initiation sum of the dissolution average annual Base Management Fee and liquidation the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the Parent pursuant to Article 10 end of the Parent LP Agreement or most recently completed fiscal quarter prior to the date of termination. The obligation of the Company pursuant to pay the Company LLC Termination Fee shall survive the termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at No later than 180 days prior to the direction expiration of the Preferred Board Members and acting without consent Current Term or approval of any other members Renewal Term, the Manager may deliver written notice to the Company informing it of the Company Board or any other PersonManager’s intention to decline to renew this Agreement, may terminate whereupon this Agreement immediately shall not be renewed and extended and this Agreement shall terminate effective upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent expiration of the Company Board and (ii) for Causethen current term. (d) Subject If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (including the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction provisions of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) The term of this This Agreement shall commence be effective on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contraryset forth above, this Agreement shall automatically and immediately terminate, without the requirement for any further action provided it has been approved by any Party, upon the earliest to occur of (i) the initiation Board of Directors of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC AgreementCompany, (ii) the removal Board of Trustees of the General Partner as Trust, including the general partner vote of a majority of the Parent pursuant to Section 4.13 Disinterested Trustees of the Parent LP Trust, in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely) and (iii) a vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect until the two-year anniversary of the date of its effectiveness, unless and until terminated as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved by (i) the Board of Directors, (ii) the vote of the holders of a majority of the outstanding voting securities of the Fund or the voluntary resignation Board of Trustees of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, Trust and (iii) the initiation vote of a majority of the Disinterested Trustees of the Trust provided in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely). This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without payment of any sale process or penalty by the initiation Board of any other disposition of all or substantially all Trustees of the Property and Trust, by the Company or by the Adviser upon sixty (60) days’ written notice to the other Real Estate Assets pursuant to Section 4.16 parties. The Company may effect termination by action of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and Board of Directors or by vote of a Person other than the General Partner was appointed to sell the Property and manage all aspects majority of the sale process, or (iv) outstanding voting securities of the date that is seven years after the date hereof. (c) The Company, acting at accompanied by appropriate notice. This Agreement shall also terminate automatically and immediately upon the direction termination of the Preferred Board Members and acting without consent Management Agreement, the Fund Management Agreement or approval of any other members Fund Sub-Advisory Agreement. The shareholders of the Company Board or any other Person, Fund may therefore terminate this Agreement immediately upon delivery by terminating the Fund Sub-Advisory Agreement or Fund Management Agreement. This Agreement may be terminated, at any time, without the payment of written notice any penalty, by the Board of such termination to Directors of the Asset Manager (i) Company, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Company, in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser, or any Change of Control occurs without the prior written consent officer or director of the Company Board and (ii) for Cause. (d) Subject to the terms Sub-Adviser, has taken any action which results in a breach of the “Budget Variance Cure Protocols” material covenants of the Sub-Adviser set forth herein. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on Exhibit B heretoany unpaid balance of the compensation, described in Section 5, or obligation of the Sub-Adviser to pay its expenses as described in Sections 3 and 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Company, acting at the direction subject to applicable law. The terms “assignment” and “vote of the Preferred Board Members, may terminate this Agreement immediately upon delivery majority of written notice to outstanding voting securities” herein shall have the Asset Manager same meanings set forth in the event that a Fiscal Year’s actual results (as determined following 1940 Act and the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)rules and regulations thereunder.

Term Termination. (i) The Agreement shall be valid for the Term with respect to each Subscribed Channel. (ii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other in the event of: (a) The term material breach of this Agreement shall commence on by the date hereof and shall continue until terminated pursuant other Party which has not been cured within thirty (30) days of being required in writing to Section 12 or this Section 13.do so; (b) Notwithstanding anything herein to the contrarybankruptcy, this Agreement shall automatically and immediately terminate, without insolvency or appointment of receiver over the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation assets of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof.Party; (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board HITS Distribution System license or any other Person, may material license necessary for the Operator to operate its HITS Distribution System for providing HITS service being revoked at any time other than due to the fault of the Operator. (iii) ETV shall have the right to forthwith terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that (a) the Operator breaches any Change of Control occurs without the Anti‐Piracy Requirements and fails to cure such breach within ten (10) days of being required in writing to do so; and/or (c) ETV discontinues the Subscribed Channels with respect to all distributors and provides the Operator with at least ninety (90) days prior written consent notice. (iv) The Operator shall have the right to terminate this Agreement on written notice to ETV if the Operator discontinues its HITS Distribution System and provides at least ninety (90) days prior written notice. (v) ETV shall have the right to forthwith terminate this Agreement and disconnect/deactivate signals of the Company Board and Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following: (iia) In case of winding up proceedings initiated against the Operator; (b) In the event of assignment of the Agreement by the Operator without prior written approval of the ETV; (c) If the Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its HITS Distribution System (including but not limited to entering into an agreement/arrangement with another ETV for Causeoperational and/or administrative and/or funding purposes, etc.); (d) Subject In the event ETV is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of the ETV to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, Which prevents/restricts ETV to provide the Subscribed Channels to the Operator under the terms of this Agreement. (vi) ETV’s rights to terminate the “Budget Variance Cure Protocols” set forth on Exhibit B heretoAgreement shall be without prejudice to ETV’s legal and equitable rights to any claims under the Agreement, the Companyinjunctive relief(s), acting at the direction of the Preferred Board Membersdamages, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)and other remedies available under Applicable Laws.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Debt, and the satisfaction and discharge of the Indenture and each Credit Agreement in accordance with their respective terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders, the Collateral Trustee and the Loan Agent; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Debt is Outstanding, the Issuer shall transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or any other Personby its principals or employees, may terminate this Agreement immediately to professionally and competently perform duties similar to those imposed upon delivery the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of written the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the S&P Rating Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Debt voting separately by Class, including Collateral Manager Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Collateral Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (h) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit Bany indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term of this Agreement shall (the "Term") will commence on the date hereof Effective Date and shall will continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur earlier of (i1) eighteen (18) months after the Effective Date, (2) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially date on which Clearwire has used all of the Property and the other Real Estate Assets Prepaid Royalties for accessing Future Spectrum Capacity pursuant to Section 4.16 this agreement, or (3) the date on which Licensee has returned to Clearwire (in cash) the entire amount of the Parent LP Prepaid Royalties that has not been used for accessing Future Spectrum Capacity pursuant to this Agreement. Clearwire shall have the right, in its sole discretion, to extend the Term at any time prior to its expiration under clause (1) above; provided, that the Alternative Voting System is then in effect and a Person other than Term shall not extend beyond the General Partner was appointed first to sell the Property and manage all aspects occur of the sale processevents described in clauses (2) or (3) above except as it pertains to [***]. This Agreement may be terminated prior to expiration of the Term under any of the following circumstances: (i) by mutual written agreement of the parties; (ii) by Clearwire, upon giving written notice to Licensee in the Event of Default; provided that such Event of Default is not cured (if it is capable of being cured) within [***] following such notice; (iii) by Licensee, upon giving written notice to Clearwire in the Event of Default; provided that with respect to an Event of Default that is a payment default, it is not cured in [***] following such notice, and with respect to all other Events of Default (that are of a type capable of being cured) such Event of Default is not cured within [***] thereof; or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately by Clearwire upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to Licensee and to the Asset Manager extent allowed under law, if Licensee files a petition pursuant to Title 7 or 11 of the United States Bankruptcy Code or is adjudged a debtor after the filing of an involuntary bankruptcy petition against Licensee, or if Licensee files a petition for relief pursuant to any state insolvency laws. Upon termination of this Agreement for any cause, the Prepaid Royalties Balance shall be refunded to Clearwire, as provided in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)Section 2.02.

Term Termination. (a) The term of this This Agreement shall commence on be in effect until [July , 2027] (the date hereof “Initial Term”) and shall continue until be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless terminated pursuant to Section 12 or by either party in accordance with this Section 1310. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant Subject to Section 4.13 of 11 below, neither Residential nor the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, Partnership may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager unless (i) in the event case of a termination by the Partnership, the General Partner determines that any Change of Control occurs without there has been unsatisfactory performance by the prior written consent of Asset Manager that is materially detrimental to the Company Board and Partnership or (ii) for Cause. in the case of a termination by Residential, at least two-thirds of the Independent Directors (das defined herein) Subject agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to Residential or (y) the compensation payable to the Asset Manager hereunder is unreasonable; provided that Residential shall not have the right to terminate this Agreement under clause (ii)(y) above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be reasonable pursuant to the procedure set forth below. If Residential or the Partnership elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, Residential or the Partnership, as applicable (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of such Terminating Party’s intention not to renew this Agreement based upon the terms set forth in this Section 10(a) not less than 180 days prior to the expiration of the then existing term. If the Terminating Party so elects not to renew this Agreement, such Terminating Party shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Asset Manager is unfair, the Asset Manager shall have the right to renegotiate such compensation by delivering to Residential, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, Residential (represented by the Independent Directors) and the Asset Manager shall endeavor to negotiate in good faith the revised compensation payable to the Asset Manager under this Agreement. Provided that the Asset Manager and at least two-thirds of the Independent Directors agree to the terms of the “Budget Variance Cure Protocols” revised compensation to be payable to the Asset Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Asset Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that Residential and the Asset Manager are unable to agree to the terms of the revised compensation to be payable to the Asset Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth on Exhibit B heretoin the Termination Notice. For purposes of this Agreement, “Independent Directors” shall mean the Company, acting at the direction members of the Preferred Board Membersof Directors who are not officers or employees of the Asset Manager or any person or entity directly or indirectly controlling or controlled by the Asset Manager, and who are otherwise “independent” in accordance with Residential’s organizational documents. Notwithstanding the foregoing, neither Residential nor the Partnership may terminate this Agreement immediately upon delivery pursuant to this Section 10 during the first twenty-four (24) months of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)Initial Term.

Term Termination. (a) The term of this a. This Agreement shall commence on the date hereof Effective Date and shall continue until terminated pursuant expire on , 20 , 11:59 PM, subject, however, to Section 12 or Licensor’s right to earlier revoke the License granted hereunder and terminate this Section 13Agreement as herein provided. b. In the event that Licensee, any person acting on its behalf, or any person who is on the Property in connection with Licensee’s use of the Premises, including its employees, representatives, agents, volunteers, attendees or invitees (b“Licensee Users”) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) uses the initiation of Premises for any purpose other than the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, Permitted Purpose (ii) the removal uses or accesses any part of the General Partner as Property other than the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacityPremises, (iii) the initiation of uses any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person Additional Facility other than the General Partner was appointed Additional Facilities listed on Exhibit B, (iv) operates or dispenses Additional Facilities without prior approval of Licensor, (v) fails to sell the Property pay any amounts due under this Agreement as and manage all aspects of the sale processwhen due, (vi) fails have a designated representative present as required under this Agreement, (vii) provides false or misleading information to Licensor in connection with this Agreement, or (ivviii) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of fails to comply with any other members material term or provision of this Agreement, then in each such event Licensor may revoke the Company Board or any other Person, may License granted herein and terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to Licensee. c. At the Asset Manager in expiration or earlier termination of this Agreement, and/or revocation of the event that a Fiscal Year’s actual results (as determined following License granted hereunder, all rights of Licensee shall terminate and Licensee shall immediately cease use of the applicable year-end) Premises and surrender same to Licensor, along with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)all Additional Facilities.

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until , 2011 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this agreement upon the expiration of the Initial Term or any Renewal Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Manager the Termination Fee before or on the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) 10 days following the end of such 60-day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, unless terminated for cause the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to three times the earliest to occur of (i) the initiation sum of the dissolution and liquidation average annual Management Fee earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the Parent pursuant to Article 10 end of the Parent LP Agreement or most recently completed fiscal quarter prior to the date of termination. The obligation of the Company pursuant to pay the Company LLC Termination Fee shall survive the termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at No later than 180 days prior to the direction expiration of the Preferred Board Members and acting without consent Initial Term or approval of any other members Renewal Term, the Manager may deliver written notice to the Company informing it of the Company Board or any other PersonManager’s intention to decline to renew this Agreement, may terminate whereupon this Agreement immediately upon shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of written notice of such termination notice. The Company is not required to pay to the Asset Manager (i) in the event that any Change of Control occurs without Termination Fee if the prior written consent of the Company Board and (ii) for CauseManager terminates this Agreement pursuant to this Section 13(c). (d) Subject If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement. In addition, the Company, acting at the direction Sections 11 and 23 of the Preferred Board Members, may terminate this Agreement immediately upon delivery shall survive termination of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Agreement.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ (or such shorter notice as is acceptable to the contraryIssuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer) and the Trustee; provided that, this Agreement the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor collateral manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager, the Issuer shall transmit copies of notice of such resignation or removal to the Trustee (which shall forward a copy of such notice to the holders) and the Rating Agencies and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or any other Personrequire the pool of Assets to be registered as, may terminate this Agreement immediately upon delivery an investment company under the 1940 Act, (iv) has been identified in a prior written notice provided to the Rating Agencies, and (v) has been approved by a Majority of written the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor collateral manager within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor collateral manager nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor collateral manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the resigning or removed Collateral Manager, a Majority of the Subordinated Notes (disregarding Collateral Manager Securities, unless 100% of the Subordinated Notes are Collateral Manager Securities) and a Majority of the Controlling Class (disregarding Collateral Manager Securities) shall have the right to petition a court of competent jurisdiction to appoint a successor collateral manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note. (f) If no successor collateral manager has been appointed within 180 days of initial notice of the resignation or removal of the Collateral Manager, any Holder of Class A-1 Notes with an Aggregate Outstanding Amount that exceeded $5 million as of the date of the initial notice of the resignation or removal of the Collateral Manager may petition any Change court of Control occurs competent jurisdiction for the appointment of a successor collateral manager. Any such appointment by any court of competent jurisdiction will not require the consent of, and shall not be subject to the disapproval of, the Issuer, any Holder or the outgoing Collateral Manager. The Issuer will provide notice to the Holders and the Trustee (for forwarding to each Rating Agency) of the appointment of a successor collateral manager promptly after the effectiveness of such appointment. (g) The successor collateral manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor collateral manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders or beneficial owners of each Class of Notes voting separately by Class, including Collateral Manager Securities. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor collateral manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor collateral manager. The Issuer, the Trustee and the successor collateral manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dh) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (i) below. (i) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14. (j) In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Securities are disregarded and deemed not to be outstanding in connection with such vote and a particular Line Item (as defined Class of Notes entitled to vote is comprised entirely of Collateral Manager Securities, then the most senior Class of Notes that is not comprised entirely of Collateral Manager Securities shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Securities, in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)lieu of such other Class of Notes.

Term Termination. (a) The term 5.1 This Agreement is entered into as of this Agreement shall commence on the date hereof Effective Date and shall continue until until 5.2 This Agreement may be terminated pursuant by either party upon thirty (30) days prior written notice to Section 12 the other party if either party determines, in its discretion, that Project is no longer academically, technically or commercially feasible. Upon receipt of such notice of termination, USC shall exert its reasonable efforts to limit or terminate any outstanding financial commitments for which Sponsor is to be liable. Sponsor shall reimburse USC for all costs incurrect by it for the Project, including without limitation, all Noncancellable Obligations. 5.3 In the event Sponsor commits a material breach of this Agreement, USC may provide written notice of the breach and Sponsor shall have ten (10) business days within which to remedy the breach. If Sponsor fails to remedy the breach within such period, the Agreement automatically shall terminate upon the expiration of the ten (10) day cure period. In such an event, Sponsor shall not later than thirty (30) days after such termination, pay to USC any outstanding amounts remaining to be paid, including any Noncancellable Obligations incurred by USC through the date of termination. Sponsor’s payment under this Section 135.3 does not preclude USC from pursuing any other remedies under law or equity, which shall be in addition to the remedy specified in this Section 5.3. (b) Notwithstanding anything herein to 5.4 In the contrary, event of termination or expiration of this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of Agreement: (i) the initiation of the dissolution and liquidation of the Parent pursuant Sponsor shall promptly return to Article 10 of the Parent LP Agreement USC all USC Confidential Information in Sponsor’s possession or the Company pursuant to the Company LLC Agreementcontrol, (ii) the removal of the General Partner as the general partner of the Parent pursuant USC shall promptly return to Section 4.13 of the Parent LP Agreement Sponsor all Sponsor Confidential Information in USC’s possession or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacitycontrol, (iii) the initiation Sponsor shall pay all costs accrued by USC through date of any sale process or the initiation of any other disposition of all or substantially all of the Property termination, including Noncancellable Obligations, and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) each party shall provide to the date other party a written statement certifying that is seven years after it has complied with the date hereofforegoing obligations. All rights, benefits and licenses granted to Sponsor under this Agreement shall terminate upon termination. (c) 5.5 The Companyprovisions and obligations of Sections 3, acting at 5, 7, and 9-15 shall survive notwithstanding the direction expiration or termination of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseAgreement. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term of Until this Agreement shall commence on the date hereof and shall continue until is terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contraryin accordance with its terms, this Agreement shall continue in operation until the third (3rd) anniversary of the Effective Date (the “Initial Term”) and shall be automatically and immediately terminaterenewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the Company or the Manager elects not to renew this Agreement in accordance with this Section 14(a) or Section 14(c), without the requirement for any further action by any Party, respectively. The Company may elect not to renew this Agreement upon the earliest expiration of the Initial Term or any Renewal Term by providing at least one hundred eighty (180) days’ prior written notice to occur the Manager (the “Termination Notice”) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant Manager that is materially detrimental to the Company LLC Agreement, and the Subsidiaries or (ii) the removal compensation payable to the Manager, in the form of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement Base Management Fees and Incentive Fees, or the voluntary resignation of the General Partner (when such General Partner amount thereof, is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of unfair to any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other PersonParties. If the Company issues the Termination Notice, may terminate this Agreement immediately upon delivery of written notice of such termination the Company shall be obligated to (x) specify the Asset Manager reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), in the event that any Change of Control occurs without such Termination Notice is given in connection with a determination that the prior written consent of the Company Board and (ii) for Cause. (d) Subject compensation payable to the terms of Manager is unfair, the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, Manager shall have the right to renegotiate such compensation by delivering to the Company, acting at no fewer than one hundred and twenty (120) days prior to the direction of the Preferred Board Membersprospective Effective Termination Date, may terminate this Agreement immediately upon delivery of written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).under this

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date hereof that is the later of (A) 10 days following the end of such 60-day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to three times the earliest to occur sum of (i) the initiation of the dissolution average annual Base Management Fee and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal average annual Incentive Fee, in each case earned by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of the General Partner as Company to pay the general partner Termination Fee shall survive the termination of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at No later than 180 days prior to the direction expiration of the Preferred Board Members and acting without consent Initial Term or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoRenewal Term, the Company, acting at the direction of the Preferred Board Members, Manager may terminate this Agreement immediately upon delivery of deliver written notice to the Asset Manager in Company informing it of the event that a Fiscal YearManager’s actual results (as determined intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the applicable year-end) with respect delivery of such notice. The Company shall not be required to a particular Line Item (as defined in Exhibit B) are outside pay the applicable Allowable Variance Limits (as defined in Exhibit BTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with subsection (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein any other provision hereof to the contrary, this Agreement shall automatically may be terminated without cause by the Collateral Manager, and immediately terminate, without the requirement for any further action by any PartyCollateral Manager may resign, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant 30 days’ prior written notice to the Company LLC AgreementIssuer and the Rating Agency; provided, (ii) however, that no such termination or resignation shall be effective until the removal date as of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially which a successor collateral manager shall have been appointed and shall have assumed all of the Property Collateral Manager’s duties and obligations pursuant to this Agreement in writing, and the other Real Estate Assets pursuant Issuer shall use its best efforts to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect appoint a successor collateral manager to assume such duties and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofobligations. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Issuer determines in good faith that the Issuer or the pool of Assets has become required to register as an investment company under the provisions of the Investment Company Act by virtue of any Change action taken by the Collateral Manager, and the Issuer notifies the Collateral Manager thereof. (d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of Control occurs either party to the other, except as provided in Sections 2(g), 8(c), 10 and 15 of this Agreement, which provisions shall survive the termination of this Agreement. (i) Upon any removal for cause pursuant to Section 14 or resignation of the Collateral Manager pursuant to this Section 12 while any Debt is Outstanding, a Majority of the Subordinated Notes, unless a Majority of the Controlling Class has objected (such objection not be unreasonable) within 30 days after written notice of the appointment has been provided to holders of the Notes, (including, for the avoidance of doubt, Notes held by the Collateral Manager, its Affiliates and any account or fund managed by the Collateral Manager or any of its Affiliates), shall appoint as a successor collateral manager any established institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to act as collateral manager hereunder, as successor to the Collateral Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the Investment Company Act and (iv) will not, by its appointment, cause the Issuer to be subject to U.S. federal, state or local income tax on a net basis (including any withholding tax liability under Section 1446 of the Code). If no successor collateral manager shall have been appointed or an instrument of acceptance and assumption by a successor collateral manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor collateral manager by the Issuer, and the issuance of notice of a vote regarding the successor collateral manager to the Holders of the Notes, or (b) within 40 days after the date of notice of resignation or a Notice of Removal (as defined below) of the Collateral Manager, the resigning or removed Collateral Manager or the Trustee, on behalf of the Holders of the Notes, may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of the Holders of the Notes. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor shall agree; provided, however, that no compensation payable to such successor from payments on the Assets shall be greater than that paid to the Collateral Manager under this Agreement without the prior written consent of a Majority of the Company Board Debt (voting collectively). The Issuer, the Trustee and the successor collateral manager shall take such action (iior cause the outgoing Collateral Manager to take such action) for Cause. (d) Subject to consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (ii) Upon a successor collateral manager agreeing in writing to assume all of the Preferred Board MembersCollateral Manager’s duties and obligations hereunder, may terminate any amendment reducing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect and the Senior Collateral Management Fee and the Subordinated Collateral Management Fee payable to such successor collateral manager shall be equal to the Senior Collateral Management Fee and the Subordinated Collateral Management Fee on the Closing Date; provided that any amendment increasing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall remain in full force and effect upon a successor collateral manager agreeing in writing to assume all of the Collateral Manager’s duties and obligations hereunder. (f) In the event of removal of the Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(d) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds, if any, of such liquidation to the Holders of the Secured Debt and the holders of the Preferred Shares, (ii) the payment in full of the Secured Debt and the satisfaction and discharge of the Indenture and the Credit Agreement in accordance with their terms or (iii) the early termination of this Agreement shall commence on with respect to the date hereof and shall continue until terminated Collateral Manager in accordance with Section 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12 12(b) or this in connection with the removal of such Collateral Manager pursuant to Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign upon ninety (90) days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders, the Trustee and the Fiscal Agent; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any Secured Debt is Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders), the Fiscal Agent and each Rating Agency (provided, however, in the case of Fitch, only for so long as any Class A-1 Debt remains Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Preferred Board Members Shares, which institution (i) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the Company Board responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class (disregarding any other Person, may terminate this Agreement immediately upon delivery Collateral Manager Notes). (e) If (i) a Majority of written the Preferred Shares fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (disregarding any Collateral Manager Notes) does not approve the proposed successor nominated by the Holders of the Preferred Shares within twenty (20) days of the date of the notice of such termination to nomination, then a Majority of the Asset Controlling Class (disregarding any Collateral Manager Notes) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Preferred Shares approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Secured Debt or any holder of any Preferred Shares. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) (except such portion of the Collateral Management Fee due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Secured Debt (in each case including Collateral Manager Notes) and of 100% of the holders of the Preferred Shares. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be outstanding in connection with such vote and a Class of Secured Debt entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Secured Debt that is not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in lieu of such other Class of Secured Debt. (h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in clause (i) of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Section 12. (i) Sections 6, the Company10, acting at the direction 15, 17, 21, 22, 23 and 25 shall survive any termination of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice pursuant to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders of the Notes and the holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on with respect to the date hereof and shall continue until terminated Collateral Manager in accordance with Section 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12 12(b) or this in connection with the removal of such Collateral Manager pursuant to Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign upon ninety (90) days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency (provided, however, in the case of S&P, only for so long as any Class A Notes remain Outstanding) and shall appoint a successor Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or any other Personresult in the Issuer becoming, may terminate this Agreement immediately upon delivery or require the pool of written Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required). (e) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) does not approve the proposed successor nominated by the Holders of the Interests within ten (10) days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any Change such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of Control occurs any Holder of any Note or any holder of any Interest. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in clause (h) below. (h) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice pursuant to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with the respective terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders, and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders of the Notes) and the Rating Agencies (provided that in the case of Fitch, only for so long as any Class A-1 Notes remain outstanding) and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or any other Personby its principals or employees, may terminate this Agreement immediately to professionally and competently perform duties similar to those imposed upon delivery the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of written the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Notes. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (h) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit Bany indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term of Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall commence be effective for a period ending on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. first anniversary of the Effective Date (bthe “Initial Term”) Notwithstanding anything herein to and, after the contraryexpiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and immediately terminatethe Initial Term, without the requirement “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for any further action by any Party, upon the earliest to occur of under this Agreement or otherwise shall be: (i) the initiation Company’s concurrent receipt of the dissolution and liquidation a general release of the Parent pursuant to Article 10 of the Parent LP Agreement or all claims against the Company pursuant and its affiliates by Employee in the form reasonably acceptable to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board Employee and (ii) for Cause. (d) Subject to the terms that all such payments shall comply with Section 409A of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoInternal Revenue Code of 1986, the Companyas amended, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)and all regulations promulgated thereunder.

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until September 29, 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date hereof that is the later of (A) 10 days following the end of such 60-day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to three times the earliest to occur sum of (i) the initiation of the dissolution average annual Base Management Fee and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal average annual Incentive Fee, in each case earned by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of the General Partner as Company to pay the general partner Termination Fee shall survive the termination of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at No later than 180 days prior to the direction expiration of the Preferred Board Members and acting without consent Initial Term or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoRenewal Term, the Company, acting at the direction of the Preferred Board Members, Manager may terminate this Agreement immediately upon delivery of deliver written notice to the Asset Manager in Company informing it of the event that a Fiscal YearManager’s actual results (as determined intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the applicable year-end) with respect delivery of such notice. The Company shall not be required to a particular Line Item (as defined in Exhibit B) are outside pay the applicable Allowable Variance Limits (as defined in Exhibit BTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term (a “Renewal Term”) upon the expiration of the Initial Term and on each anniversary date thereafter unless at least two-thirds of all of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Pine River or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of all of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate the revised compensation payable to the Manager under this Agreement. In the event that the Manager and at least two-thirds of all of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) 10 days following the end of such 45-day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 15(b) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to three times the earliest to occur of (i) the initiation sum of the dissolution and liquidation average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the Parent pursuant to Article 10 end of the Parent LP Agreement or most recently completed fiscal quarter prior to the date of termination. The obligation of the Company pursuant to pay the Company LLC Termination Fee shall survive the termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyNo later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, acting at the direction Manager may deliver written notice to the Company informing it of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other PersonManager’s intention to decline to renew this Agreement, may terminate whereupon this Agreement immediately upon shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of written notice of such termination notice. The Company is not required to pay to the Asset Manager (i) in the event that any Change of Control occurs without Termination Fee if the prior written consent of the Company Board and (ii) for CauseManager terminates this Agreement pursuant to this Section 13(c). (d) Subject If this Agreement is terminated pursuant to Section 13 or Section 15 of this Agreement, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement. In addition, the CompanySections 11, acting at the direction 13(d) and 21 of the Preferred Board Members, may terminate this Agreement immediately upon delivery shall survive termination of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Agreement.

Term Termination. (a) The term of this This Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, will terminate upon the earliest first to occur of of: (i) the initiation fifth (5th) anniversary of the dissolution Effective Date (the “Expiration Date”; provided that such Expiration Date may be extended upon the agreement of A/N and liquidation of Liberty, to a subsequent agreed upon date, in which case such subsequent date will be deemed the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, Expiration Date); (ii) upon written notice by Liberty to A/N, that a 40 Act Event, as determined in the removal reasonable opinion of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacityLiberty’s counsel, has occurred; (iii) the initiation upon written notice by A/N to Liberty, upon a material breach by Liberty of any sale process of its covenants or the initiation agreements contained herein, provided that such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been received by Liberty; (iv) a Liberty Change of Control; (v) a Transfer by any Liberty Party of any shares of Class A Common Stock, other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; than (A) a Permitted Transfer, provided, that in the Alternative case of a Transfer pursuant to clause (y) of Section 4.6(b)(ix) of the Stockholders Agreement, the Voting System is then in effect and a Person other Interest of Liberty (including the Proxy Shares) shall equal no less than the General Partner was appointed Target Percentage following the completion of such Transfer, or within six (6) months following the completion of such Transfer, Liberty acquires such number of shares of Class A Common Stock as is necessary to sell cause the Property and manage all aspects Voting Interest of Liberty (including the Proxy Shares) to be no less than the Target Percentage; (B) a Transfer of shares of Class A Common Stock constituting 1% or less of the sale processTotal Voting Power, provided, that, (x) Liberty shall have promptly notified A/N in writing of such Transfer, (y) A/N shall promptly have provided Liberty with written notice that this Agreement will terminate unless Liberty cures such breach within forty-five (45) calendar days and (z) within thirty (30) calendar days of receipt of notice from A/N, Liberty shall have (1) acquired such number of shares of Common Stock as is necessary to cause the Voting Interest of Liberty (including the Proxy Shares) to be no less than the Target Percentage and (2) certified in writing to A/N that the Voting Interest of Liberty (including the Proxy Shares) is no less than the Target Percentage; or (ivC) a Transfer by Liberty of any shares of Class A Common Stock following which Transfer Liberty retains no less than 19.01% of the date that is seven years after the date hereof.Total Voting Power; or (cvi) The Company, acting at upon the direction mutual written agreement of the Preferred Board Members A/N and acting without consent or approval Liberty. No party hereto will be relieved from any liability for breach of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice by reason of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Causetermination. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term of this This Agreement shall commence on take effect as of the date hereof Effective Date and shall continue thereafter in full force until terminated pursuant in accordance with the provisions of Section 4(b). The period commencing on the Effective Date and ending on the effective date of termination shall be referred to Section 12 or this Section 13as the “Term”. (b) Notwithstanding anything herein This Agreement and the Services may be terminated at any time by either Party for any reason or no reason upon at least three (3) months prior written notice of termination to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any other Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyNotwithstanding the provisions of Section 4(a), acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written with immediate effect without notice of such termination and without any liability to make any further payment to the Asset Manager Consultant (other than in respect of amounts accrued prior to the termination date) if at any time: (i) in the event that Individual is not available to perform the Services for any Change of Control occurs without single continuous period extending beyond 90 days; (ii) the prior written consent Consultant or Individual commits any gross misconduct affecting the business of the Company Board and or its affiliates; (iiiii) the Consultant or Individual commits any serious or repeated breach or non-observance of any material provisions of this Agreement; (iv) the Individual is convicted of any serious criminal offence involving a custodial penalty; (v) the Consultant makes a resolution for Causeits winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant; (vi) the Consultant or the Individual commits any fraud or any acts that are materially adverse to the interests of the Company or its affiliates. (d) Subject to the terms The rights of the “Budget Variance Cure Protocols” set forth Company under Section 4(c) are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on Exhibit B hereto, the Company, acting at the direction part of the Preferred Board MembersConsultant as having brought the Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof. (e) The provisions of Sections 5, may terminate 6, 7, 8 and 9 shall survive the expiration or termination of this Agreement immediately upon delivery of written notice to the Asset Manager Agreement, in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) accordance with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)their provisions.

Term Termination. (a) The term of Until this Agreement is terminated in accordance with its terms, this Agreement shall commence be in effect until December 31, 2013 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Annaly or its Affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (45) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date hereof which is the later of (A) ten (10) days following the end of such 45-day period and shall continue until terminated pursuant to Section 12 or this Section 13(B) the Effective Termination Date originally set forth in the Termination Notice. (b) Notwithstanding anything herein In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to three (3) times the earliest to occur sum of (ia) the initiation average annual Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the dissolution and liquidation end of the Parent pursuant most recently completed fiscal quarter prior to Article 10 the date of termination. The obligation of the Parent LP Agreement or Company to pay the Company pursuant to Termination Fee shall survive the Company LLC termination of this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyNo later than one hundred eighty (180) days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, acting at the direction Manager may deliver written notice to the Company informing it of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other PersonManager’s intention to decline to renew this Agreement, may terminate whereupon this Agreement immediately upon shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of written notice of such termination notice. The Company is not required to pay to the Asset Manager (i) in the event that any Change of Control occurs without Termination Fee if the prior written consent of the Company Board and (ii) for CauseManager terminates this Agreement pursuant to this Section 13(c). (d) Subject If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement. In addition, the Company, acting at the direction Sections 11 and 21 of the Preferred Board Members, may terminate this Agreement immediately upon delivery shall survive termination of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Agreement.

Term Termination. (a) Unless this Agreement is terminated earlier for cause in accordance with Section 14 below, this Agreement shall be in effect until March 31, 2020 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless previously terminated as provided below. Following the Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors based on a determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) the compensation payable to the Manager is unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The term Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. Notwithstanding anything in this paragraph (a) or this Agreement to the contrary, termination of this Agreement shall commence on only occur for the reasons set forth in the second sentence of this paragraph (a) and in Section 14. The parties agree that currently, and since the initial effective date hereof of this Agreement, it is and has been the intention of the parties that if the Agreement is not terminated in the manner set forth in paragraph (a) above or Section 14, then the Company and the Manager (or the equity owners of the Manager) shall continue until terminated effect an Internalization Transaction pursuant to Section 12 17, whether at the end of the Initial Term or this Section 13any Renewal Term. (b) Notwithstanding anything herein In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay to the contraryManager, this Agreement shall automatically and immediately terminateon the date on which such termination is effective, without a termination fee (the requirement for any further action by any Party, upon “Termination Fee”) equal to the earliest to occur greater of (i) three times the initiation sum of the dissolution average annual Base Management Fee and liquidation Incentive Fee earned by the Manager during the 24-month period prior to such termination, calculated as of the Parent pursuant to Article 10 end of the Parent LP Agreement or the Company pursuant most recently completed fiscal quarter prior to the Company LLC Agreementdate of termination, or (ii) the removal Internalization Price (as defined in Section 17(e) below, without regard to clause (B) in the definition of Internalization Price set forth in Section 17(e)). Any Termination Fee will be payable by the Operating Company in cash. The obligation of the General Partner as Company to pay the general partner Termination Fee shall survive the termination of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at No later than 180 days prior to the direction expiration of the Preferred Board Members and acting without consent Initial Term or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoRenewal Term, the Company, acting at the direction of the Preferred Board Members, Manager may terminate this Agreement immediately upon delivery of deliver written notice to the Asset Manager in Company informing it of the event that a Fiscal YearManager’s actual results (as determined intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the applicable year-end) with respect delivery of such notice. The Company shall not be required to a particular Line Item (as defined in Exhibit B) are outside pay the applicable Allowable Variance Limits (as defined in Exhibit BTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Noteholders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b), (c), (d), (e) or this (f) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 60 days’ prior written notice to the contrary, this Agreement Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee (and the Issuer shall automatically and direct the Trustee to distribute a copy of such notice to the Holders within five (5) Business Days of receipt); provided that the Collateral Manager shall have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The Company, acting at the direction No resignation or removal of the Preferred Board Members Collateral Manager pursuant to this Agreement shall be effective until the date as of which a successor Collateral Manager shall have been appointed and acting without consent or approval of any other members approved and has accepted and assumed all of the Company Board or any other Person, may terminate Collateral Manager’s duties and obligations pursuant to this Agreement immediately upon delivery in writing (an “Instrument of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseAcceptance”). (d) Subject Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit or cause the Trustee to transmit copies of such notice to the Holders and each Rating Agency and shall appoint a successor Collateral Manager in accordance with the procedures set forth in clause (e) below; provided that such successor Collateral Manager (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture, (iii) has agreed to coordinate with the Companyreplaced Collateral Manager regarding communications with the Rating Agencies, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager (iv) does not cause or result in the event that a Fiscal Year’s actual results Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act and (as determined following the applicable year-endv) with respect to which the Global Rating Agency Condition has been satisfied. (e) A Majority of the Controlling Class will nominate a particular Line Item successor Collateral Manager that meets the criteria set forth in clause (as defined d) above (other than subclause (v) thereof) following the notice of the resignation or removal of the Collateral Manager and such proposed successor will be appointed the successor Collateral Manager by the Issuer; provided that the Global Rating Agency Condition has been satisfied with respect thereto. (f) The successor Collateral Manager shall be entitled to such Collateral Management Fee set forth in Exhibit B) are outside Sections 8(b). Upon the later of the expiration of the applicable Allowable Variance Limits notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as defined shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Exhibit Bclause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 8 (with respect to any accrued and unpaid Collateral Management Fees) 10, 12(g), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term of this This Agreement shall commence on be valid for the date hereof and shall continue until terminated pursuant Term with respect to Section 12 or this Section 13each subscribed Channel. (b) Notwithstanding anything herein Either Party has a right to terminate this Agreement, in the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of event of: (i) material breach of this Agreement by the initiation of other Party which has not been cured within thirty (30) days (any other period as specified under Applicable Laws) from receiving a notice from the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, other Party; or (ii) the removal bankruptcy, insolvency or appointment of receiver over the assets of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, other Party; or (iii) the initiation of any sale process IPTV license or the initiation of any other disposition of all or substantially all material license necessary for the Operator to operate the Operator’s IPTV Service is revoked at any time other than due to the fault of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofOperator. (c) The Company, acting at Broadcaster shall have the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may right to terminate this Agreement immediately upon delivery of Agreementby a written notice of such termination to the Asset Manager (i) Operator in the event that (a) the Operator breaches any Change of Control occurs without the anti-piracy requirements and fails to cure such breach within ten (10) days of being required in writing to do so; and/or (b) The Broadcaster discontinues the Subscribed Channels with respect to all distributors and provides the Operator with at least ninety (90) days prior written consent of the Company Board and (ii) for Causenotice. (d) Subject The Operator shall have the right to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of on written notice to the Asset Manager Broadcaster, if the Operator discontinues its IPTV Service and provides at least ninety (90) days prior written notice. (e) The Broadcaster shall have the right to terminate this Agreement by a written notice to the Operator and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following: (i) In case of winding up proceedings initiated against the Operator; (ii) In the event of assignment of the Agreement by the Operator without prior written approval of the Broadcaster; (iii) If the Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its IPTV Service (including but not limited to entering into an agreement/arrangement with another broadcaster for operational and/or administrative and/or funding purposes, etc.); (iv) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of the Broadcaster to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event that a Fiscal Yearof any court order which cannot be reviewed or appealed against, which prevents/restricts the Broadcaster from providing the Subscribed Channels to the Operator under the terms of this Agreement. (f) The Broadcaster’s actual results (as determined following rights to terminate the applicable year-end) with respect Agreement shall be without prejudice to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit BBroadcaster’s legal and equitable rights to any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.

Term Termination. (a) The term of this Agreement for which the Talc Trust is to exist shall commence on the date hereof of the filing of the Certificate of Trust and shall continue until terminated terminate pursuant to the provisions of Section 12 or this 7.3(b) through Section 137.3(d) below. (b) Notwithstanding anything herein to the contrary, this Agreement The Talc Trust shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of dissolve on (i) the initiation of date on which the dissolution and liquidation of Confirmation Order is vacated by the Parent pursuant to Article 10 of the Parent LP Agreement Bankruptcy Court or the Company pursuant to the Company LLC Agreement, (ii) if the removal Effective Date shall have occurred, the date ninety (90) days after the first occurrence of any of the General Partner following events (as applicable, the general partner “Dissolution Date”): (i) the date on which the Trustees decide, with the consent of the Parent pursuant TAC and the FCR, to Section 4.13 dissolve the Talc Trust because (A) the Trustees, in their reasonable judgment, deem it unlikely that new Talc Claims will be filed against the Talc Trust, (B) all Talc Claims duly filed with the Talc Trust have been liquidated and paid or otherwise resolved, and (C) twelve (12) consecutive months have elapsed during which no new Talc Claim has been filed with the Talc Trust; (ii) if the Trustees, with the consent of the Parent LP Agreement or TAC and the voluntary resignation FCR, have procured and have in place irrevocable insurance policies and have established claims handling agreements and other necessary arrangements with suitable third parties adequate to discharge all expected remaining obligations and expenses of the General Partner (when Talc Trust in a manner consistent with this Trust Agreement and the TDP, the date on which the Bankruptcy Court enters an order approving such General Partner is an Affiliate of CTT Partner) in insurance and other arrangements and such capacity, order becomes a Final Order; or (iii) to the initiation extent that any rule against perpetuities shall be deemed applicable to the Talc Trust, the date on which twenty-one (21) years less ninety-one (91) days pass after the death of any sale process or the initiation of any other disposition last survivor of all or substantially all the descendants of the Property and the other Real Estate Assets pursuant to Section 4.16 late ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., father of the Parent LP Agreement; providedlate President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after living on the date hereof. (c) The CompanyIf the Effective Date shall have occurred, acting at on the direction Dissolution Date (or as soon thereafter as is reasonably practicable), after the wind-up of the Preferred Board Members Talc Trust’s affairs by the Trustees and acting without consent or approval payment of any other members all the Talc Trust’s liabilities has been provided for as required by applicable law including Section 3808 of the Company Board or any other PersonAct, may terminate this Agreement immediately upon delivery all monies remaining in the Talc Trust shall be given to charitable organization(s) exempt from federal income tax under section 501(c)(3) of written notice of such termination to the Asset Manager Internal Revenue Code, which tax-exempt organization(s) shall be selected by the Trustees in their reasonable discretion; provided, however, that (i) in if practicable, the event that any Change of Control occurs without the prior written consent activities of the Company Board selected tax-exempt organization(s) shall be related to the treatment of, research on the cure of, or other relief for individuals suffering from, ovarian cancer, or other gynecological disease and (ii) for Causethe tax-exempt organization(s) shall not bear any relationship to the Reorganized Debtor within the meaning of section 468B(d)(3) of the Internal Revenue Code. Notwithstanding any contrary provision of any Plan Document, this Section 7.3(c) cannot be modified or amended. (d) Subject to Following the terms dissolution and, if the Effective Date shall have occurred, distribution of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoassets of the Talc Trust, the Company, Talc Trust shall terminate and the Trustees and the Delaware Trustee (acting solely at the written direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery Trustees) shall execute and cause a Certificate of written notice Cancellation of the Certificate of Trust of the Talc Trust to be filed in accordance with the Act. Notwithstanding anything to the Asset Manager contrary contained in this Trust Agreement, the event that existence of the Talc Trust as a Fiscal Year’s actual results (as determined following separate legal entity shall continue until the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)filing of such Certificate of Cancellation.

Term Termination. (a) The term of After eighteen (18) months from the Closing Date, either party may terminate this Agreement without cause by providing eighteen (18) months' prior written notice of termination to the other party, which such termination shall commence on be effective upon the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. expiration of such eighteen (b18) month period. Notwithstanding anything contained herein to the contrary, in the event that AP Biotech provides Newco with such a notice of termination, within thirty (30) days following the effective date of such termination, AP Biotech shall deliver to Newco the Customer Information with respect to the period between the last date on which any Semi- CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. Annual Customer Information was deposited by AP Biotech with the Escrow Agent in accordance with the terms of Section 1A(b) hereof and the effective date of such termination. (i) In the event of a material breach: (A) in the case of Newco, of its obligations pursuant to Section 2(a)(i), 4(a)-(d), 6(b), 8(a), 10, 12(a), or 15(b), and (B) in the case of AP Biotech, of its obligations pursuant to Section 3(a), 9, 12(b) or 17, which shall not be remedied within thirty (30) days of written notice of such breach from the non-breaching party (which notice shall specify the obligations under this Agreement that have been breached, including if the breach constitutes a Newco Sale Breach (as defined below)), the Agreement shall terminate effective upon the expiration of such thirty (30) day period. (ii) In the event of a breach by AP Biotech of its obligations pursuant to Section 1A(a), Section 1A(b), Section 5 with respect to any invoice or Section 7 with respect to any Quarter or Year, Newco may terminate this Agreement by providing written notice of termination to AP Biotech within thirty (30) days following such breach (which notice shall specify the obligations under this Agreement that have been breached by AP Biotech). The notice of termination shall become effective thirty (30) days after delivery of such notice to AP Biotech (the "Cure Period") unless, within the Cure Period: (A) with respect to a breach by AP Biotech of its obligations under Section 5 hereof, AP Biotech pays to Newco, by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, (X) the invoice amounts for each invoice with respect to which payment was not made by AP Biotech within the number of days specified in Section 5(a) hereof, plus (Y) the amount of interest accrued on such invoice amounts in accordance with Section 5(c) hereof; (B) with respect to a breach by AP Biotech of its obligations under Section 7 hereof, AP Biotech either (X) places orders with Newco for Products in the amount of any shortfall not previously satisfied during the course of the Quarter or Year, with shipment of such Products to take place in accordance with the time schedules set forth in Section 6(b) hereof; PROVIDED, HOWEVER, that the Products so ordered by AP Biotech shall be counted solely toward fulfillment of the Quarterly or Yearly Minimum for the Quarter or Year in which such shortfall occurred and in no event shall the shipment of such ordered Products in any following Quarter or Year be counted toward the fulfillment of the Quarterly or Yearly Minimum in said following Quarter or Year, or (Y) pays to Newco, by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, an amount equal to thirty-five percent (35%) of the shortfall; or (C) with respect to a breach by AP Biotech of its obligations under Section 1A(a) or Section 1A(b) hereof, AP Biotech (i) executes the Escrow Agreement and/or delivers the Initial Customer Information, as the case may be, in cure of a breach by AP Biotech of its obligations under Section 1A(a) hereof or (ii) delivers the Semi-Annual Customer CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. Information to the Escrow Agent in cure of a breach by AP Biotech of its obligations under Section 1A(b) hereof. In the event that AP Biotech fails to cure the breach of its obligations under ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇(▇) or Section 1A(b), as provided for in this Section 16(b)(ii) during the Cure Period, then this Agreement shall automatically and immediately terminate, without terminate upon the requirement for any further action by any Partyexpiration of the Cure Period. Notwithstanding anything contained herein to the contrary, upon such a termination pursuant to this Section 16(b)(ii), AP Biotech shall, within ten (10) business days following the earliest termination, pay to occur of Newco by wire transfer in immediately available funds to Newco's accounts set forth in SCHEDULE 5(d) or such other accounts as Newco shall specify to AP Biotech in writing, an aggregate amount equal to thirty-five percent (i35%) the initiation of the dissolution Minimums for Year One, Year Two, Year Three and liquidation the Year Three Tail Period that would have been in effect under the terms of the Parent pursuant this Agreement that AP Biotech would otherwise have been required to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent satisfy pursuant to Section 4.13 7 hereof had Newco not so terminated this Agreement (the "Full Termination Minimum Amount"). If the delivery of such notice of termination occurs prior to the Parent LP Agreement establishment of either the Year Two Minimum or the voluntary resignation Year Three Minimum in accordance with Section 7 hereto, for purposes of calculating the General Partner Full Termination Minimum Amount, the Minimum for each such Year shall be calculated by increasing the previous Year's Minimum by four percent (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof4%). (c) The Company, acting at A party shall have the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may right to terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of by written notice to the Asset Manager in other party upon the event that a Fiscal Year’s actual results (as determined following the applicable year-end) occurrence of an Insolvency Event with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)other party.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ (or such shorter notice as is acceptable to the contraryIssuer) prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders of the Notes and the Holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on with respect to the date hereof and shall continue until terminated Collateral Manager in accordance with Section 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12 12(b) or this in connection with the removal of such Collateral Manager pursuant to Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign upon ninety (90) days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and shall have accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and shall have assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency and shall appoint a successor Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or any other Personresult in the Issuer becoming, may terminate this Agreement immediately upon delivery or require the pool of written Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within twenty (20) days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any Holder of any Interest. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) (except such portion of the Collateral Management Fees due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the Holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in clause (h) below. (h) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice pursuant to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ (or such shorter notice as is acceptable to the contraryIssuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term of this This Agreement shall commence on be in effect until March 5, 2034 (the date hereof “Initial Term”) and shall continue until be automatically renewed for a successive one-year term each anniversary date thereafter (a “Renewal Term”) unless terminated pursuant to by a party in accordance with this Section 12 or this Section 13. (b) Notwithstanding anything herein Subject to Section 13 below, neither the Company nor the Manager may terminate this Agreement without cause during the first 24 months of the Initial Term. Thereafter, subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the contraryCompany, or (ii) the compensation payable to the Manager under this Agreement is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to compensation that at least two-thirds of the Ajax Independent Directors determine is reasonable pursuant to the procedure set forth below. (i) If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company, shall deliver to the Manager prior written notice (the “Termination Notice”) of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Ajax, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Ajax Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Ajax Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. (ii) In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period according to Section 12(b)(i) above, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Company in accordance with the provisions of Section 12(b) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (d) Following the first 24 months of the Initial Term, the Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to December 31 of any year during the Initial Term or Renewal Term, whereupon this Agreement shall terminate effective on December 31 next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(d). (e) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and immediately terminate, without if the requirement Servicing Agreement is terminated for any further action by any Partyreason other than for “cause” (as defined therein), upon the earliest to occur of Manager shall be paid the Termination Fee. (if) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP If this Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent is terminated pursuant to Section 4.13 of the Parent LP Agreement 12, such termination shall be without any further liability or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation obligation of any sale process or party to the initiation others, except with respect to the obligations provided in Sections 1(e), 12(b), 13 (b), 13(c) and 14 of any other disposition this Agreement. In addition, Sections 10 and 15 through 25 of all or substantially all this Agreement shall survive termination of this Agreement. Notwithstanding the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; providedforegoing, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of neither the Company Board or any other Person, nor the Manager may terminate this Agreement immediately upon delivery of written notice of such termination pursuant to this Section 12 during the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent first 24 months of the Company Board and (ii) for CauseInitial Term. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term of this Agreement shall commence on the date hereof Amendment Effective Date and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that Agreement solely if both (a) the Alternative Voting System is then in effect pursuant to Section 4.3(b)(ii), (iii) or (iv) of the Parent LP Agreement and (b) a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven (7) years after the date hereofEffective Date. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with subsections (b) or (c) of this Section 11 or Section 12 or of this Section 13Agreement. (b) Notwithstanding anything herein any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement shall automatically may be terminated without cause by the Portfolio Manager, and immediately terminate, without the requirement for any further action by any PartyPortfolio Manager may resign, upon at least ninety (90) days’ written notice to the earliest Issuer (or such shorter notice as is acceptable to occur the Issuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness of (i) any material change in applicable law or regulations which renders the initiation performance by the Portfolio Manager of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP its duties under this Agreement or the Company pursuant Indenture to the Company LLC Agreement, (ii) the removal be a violation of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement such law or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Portfolio Manager or the Issuer takes any Change of Control occurs without the prior written consent action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Board Act, and (ii) for Causethe Issuer notifies the Portfolio Manager thereof. (d) Subject If this Agreement is terminated pursuant to this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Company, acting at Trustee and the direction successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Preferred Board MembersIndenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may terminate this Agreement immediately upon delivery of by written notice to the Asset Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in the event that a Fiscal Year’s actual results (as determined following this Agreement). Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a particular Line Item (as defined successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)successor portfolio manager.

Term Termination. (a) The term of this This Agreement shall commence on be in effect until the 15th anniversary of the date hereof first above written (the “Initial Term”) and shall continue until be automatically renewed for a successive one-year term each anniversary date thereafter (a “Renewal Term”) unless terminated pursuant to by a party in accordance with this Section 12 or this Section 13. (b) Notwithstanding anything herein Subject to Section 13 below, neither the Company nor the Manager may terminate this Agreement without cause during the first 24 months of the Initial Term. Thereafter, subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the contraryCompany, or (ii) the compensation payable to the Manager under this Agreement is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to compensation that at least two-thirds of the Ajax Independent Directors determine is reasonable pursuant to the procedure set forth below. (i) If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company, shall deliver to the Manager prior written notice (the “Termination Notice”) of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Ajax, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Ajax Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Ajax Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. (ii) In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period according to Section 12(b)(i) above, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Company in accordance with the provisions of Section 12(b) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (d) Following the first 24 months of the Initial Term, the Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to December 31 of any year during the Initial Term or Renewal Term, whereupon this Agreement shall terminate effective on December 31 next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(d). (e) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and immediately terminate, without if the requirement Servicing Agreement is terminated for any further action by any Partyreason other than for “cause” (as defined therein), upon the earliest to occur of Manager shall be paid the Termination Fee. (if) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP If this Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent is terminated pursuant to Section 4.13 of the Parent LP Agreement 12, such termination shall be without any further liability or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation obligation of any sale process or party to the initiation others, except with respect to the obligations provided in Sections 1(e), 12(b), 13(b), 13(c) and 14 of any other disposition this Agreement. In addition, Sections 10 and 15 through 25 of all or substantially all this Agreement shall survive termination of this Agreement. Notwithstanding the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; providedforegoing, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of neither the Company Board or any other Person, nor the Manager may terminate this Agreement immediately upon delivery of written notice of such termination pursuant to this Section 12 during the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent first 24 months of the Company Board and (ii) for CauseInitial Term. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term of this Agreement TALA shall commence on the Effective Date. If either Party breaches any of its representations or obligations under this TALA, the other Party shall have the right, without prejudice to any other rights it may have, at any time thereafter to terminate this TALA upon at least forty-five (45) days’ notice, provided that such breach is continuing at the end of such notice period. In the event of a termination due to breach by LICENSEE, SEQUANS shall keep the LICENSE FEE and LICENSEE shall pay to SEQUANS all outstanding maintenance fees and expenses accrued before the termination date hereof in accordance with this TALA. In the event a termination due to breach by SEQUANS, LICENSEE shall be entitled to continue to exercise the granted under this TALA, to continue to distribute and sell LICENSEE Products using and incorporating the LICENSED SOLUTION in its inventory, including LICENSEE PRODUCTS in process or production and shall continue be entitled to keep the SOFTWARE and all related documentation until terminated pursuant for LICENSEE’s customers support. Nothing herein shall be construed to Section 12 limit LICENSEE’s rights to seek any additional damages or remedies available to it under the law. Upon termination of this Section 13. (b) Notwithstanding anything herein TALA for LICENSEE’S uncured breach of this TALA, the TALA and all other rights granted hereunder to the contraryLICENSEE shall immediately cease, this Agreement and LICENSEE shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) return the initiation of the dissolution SOFTWARE (any and liquidation of the Parent pursuant all releases) and all related documentation to Article 10 of the Parent LP Agreement SEQUANS, or the Company pursuant to the Company LLC Agreement, (ii) the removal destroy all remaining copies of such SOFTWARE and of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when associated documentation and confirm such General Partner is an Affiliate of CTT Partner) destruction in such capacitywriting, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, however, that LICENSEE shall be permitted to sell, distribute, and support any LICENSEE PRODUCTS in its inventory, including LICENSEE PRODUCTS in production and shall be entitled to keep the Alternative Voting System is then in effect SOFTWARE and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofrelated documentation until for LICENSEE’s customers support. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the liquidation of the Assets and the final distribution of the proceeds of such liquidation, in accordance with the Indenture; or (ii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign upon 90 days’ (or such shorter notice period acceptable to the contraryIssuer) prior written notice to the Issuer and the Rating Agency; provided that, this Agreement shall automatically notwithstanding the foregoing, the Portfolio Manager may resign and immediately terminateterminate its rights and obligations hereunder at any time if, without due to a material change in applicable law or regulation, the requirement for any further action performance by any Party, upon the earliest to occur Portfolio Manager of its duties hereunder and under the Indenture would (i) the initiation be a violation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement such law or the Company pursuant to the Company LLC Agreement, regulation or (ii) create an undue burden or expense that would have a materially adverse effect on the removal of the General Partner as the general partner of the Parent pursuant Portfolio Manager’s ability to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property continue to perform its duties and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofobligations hereunder. (c) The Company[Reserved]. (d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 31 of this Agreement, which provisions shall survive the termination of this Agreement. (e) Subject to Section 12(f), upon any removal or resignation of the Portfolio Manager while the Debt is Outstanding, the Issuer, at the direction of a Majority of the Interests and acting through its independent manager, shall appoint as successor portfolio manager an institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Portfolio Manager hereunder, (ii) is legally qualified and has the capacity to act as portfolio manager h▇▇▇▇▇▇▇▇, as successor to the Portfolio Manager under this Agreement in the assumption of all responsibilities, duties and obligations of the Portfolio Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer or any portion of the pool of Assets to become required to register as an “investment company” under the provisions of the Investment Company Act and (iv) shall not cause the Issuer to be subject to tax on a net basis in any jurisdiction other than its jurisdiction of incorporation. (f) No such termination, resignation or removal shall be effective until a successor portfolio manager has been approved by a Majority of the Controlling Class following the designation of such successor by the Issuer (at the direction of a Majority of the Interests) and the delivery by the Issuer of a notice naming and describing the qualifications of the successor portfolio manager to the Holders and the appointment has become effective. Manager Debt may be voted in connection with the approval of any such successor unless the Portfolio Manager has been removed for “cause” pursuant to Section 14. Such successor portfolio manager must be ready and able to assume the duties of the Portfolio Manager within 40 days after the date of such notice of resignation or removal of the Portfolio Manager. If no successor portfolio manager shall have been appointed and approved or an instrument of acceptance by a successor portfolio manager shall not have been delivered to the Portfolio Manager by the later of (a) 30 days after designation of the successor portfolio manager by the Issuer (at the direction of a Majority of the Interests) and the issuance of notice by the Issuer regarding the successor portfolio manager to the Holders or (b) 50 days after the date of notice of resignation or removal of the Portfolio Manager, the resigning or removed Portfolio Manager or the Collateral Trustee, at the direction of the Preferred Board Members and acting Holders of a Majority of the Controlling Class, may petition a court of competent jurisdiction for the appointment of a successor portfolio manager without consent or the approval of any other members of Holders. No compensation payable to any successor portfolio manager from payments on the Company Board or any other PersonAssets shall be greater than that permitted by the Indenture. The Issuer, may terminate the Collateral Trustee, the Portfolio Manager and the successor portfolio manager shall take such action consistent with this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice Indenture applicable to the Asset Manager in the event that a Fiscal Year’s actual results (Portfolio Manager, as determined following the applicable year-end) with respect shall be necessary to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)effectuate any such succession.

Term Termination. (a) The term This Agreement shall become effective as of the Closing Date and shall continue in force until the first of the following occurs: (i) the payment in full of the Rated Notes, the termination of the Indenture in accordance with its terms and the payment in full of the Subordinated Notes; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Noteholders; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with this Section 12 or this Section 13. (b) Notwithstanding anything herein any other provisions hereof to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, Investment Manager may resign upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant 90 days’ prior written notice to the Company LLC AgreementIssuer, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property Rating Agencies and the other Real Estate Assets pursuant Trustee (or such shorter notice as is acceptable to Section 4.16 of the Parent LP AgreementIssuer); provided, however, that such resignation shall not be effective until the Alternative Voting System is then date as of which a successor Investment Manager has been appointed in effect accordance with Section 12(e) and a Person other than has accepted the General Partner was appointed to sell the Property and manage all aspects duties of the sale process, or (iv) the date that is seven years after the date hereofsuccessor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to appoint a successor Investment Manager to assume such duties and obligations. (c) The CompanyInvestment Manager may be removed without Cause upon 90 days’ (or such shorter notice as is acceptable to the Investment Manager) prior written notice to the Investment Manager (with a copy sent to S&P) by the Issuer with the consent of the Holders of at least 662/3% in Aggregate Outstanding Amount of each Class of Rated Notes (voting separately) and the consent of the Holders of at least 662/3% in Aggregate Outstanding Amount of the Subordinated Notes (excluding, acting in each case, any Investment Manager Securities); provided, however, that such termination or removal shall not be effective until the date as of which a successor Investment Manager has been appointed in accordance with Section 12(e) and has accepted the duties of the successor Investment Manager hereunder. In determining whether the requisite Noteholders have given any such direction, notice or consent, all Investment Manager Securities will be disregarded and deemed not to be Outstanding. The Issuer will use commercially reasonable efforts to appoint a successor Investment Manager to assume such duties and obligations. (d) If this Agreement is terminated pursuant to this Section 12 or Section 13, such termination will be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10, 14 and 23. (e) Upon any removal or resignation of the Investment Manager (in each case, whether pursuant to this Section 12 or pursuant to Section 13) while any of the Rated Notes or Subordinated Notes are Outstanding, the Issuer at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Subordinated Notes shall appoint as successor Investment Manager an institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Investment Manager hereunder (or that has been approved by a Majority of the Controlling Class), (ii) is legally qualified and has the capacity to act as Investment Manager hereunder, as successor to the Investment Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Investment Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer or the Co-Issuer or the pool of Collateral to become required to register under the provisions of the Investment Company Act and (iv) will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes. No termination or removal of the Investment Manager, whether pursuant to this Section 12 or pursuant to Section 13 hereof, shall be effective until a successor has been appointed and approved pursuant to this Agreement, subject to and in accordance with this Section 12(e), and has agreed in writing to assume all of the Investment Manager’s duties and obligations with respect to the period commencing with such appointment. Any successor Investment Manager must be appointed by the Issuer at the direction of a Majority of the Subordinated Notes and not rejected by a Majority of the Controlling Class within 20 days of the issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes; provided that such rejection shall not be unreasonable. For purposes of this paragraph, in determining whether the Holders of the requisite percentage of Aggregate Outstanding Amount of Rated Notes or Subordinated Notes have given such rejection, Investment Manager Securities shall not be disregarded and shall be deemed to be Outstanding. Such successor Investment Manager must be ready and able to assume the duties of the Investment Manager within 40 days after the date of such notice of resignation or removal of the Investment Manager. In the event of a removal of the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager (a) within 20 days after approval of the successor Investment Manager by the Issuer, and the issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes, or (b) within 90 days after the date of notice of removal of the Investment Manager, the removed Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In the event of a resignation by the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager within 120 days after the date of notice of resignation by the Investment Manager, the resigned Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor Investment Manager shall agree; provided, however, that any Change of Control occurs no compensation payable to such successor Investment Manager from payments on the Collateral shall be greater than that paid to the Investment Manager under this Agreement without the prior written consent of a Majority of the Company Board Aggregate Outstanding Amount of the Notes voting separately. The Issuer, the Trustee and the successor Investment Manager shall take such action (or cause the outgoing Investment Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Investment Manager, as shall be necessary to effectuate any such succession. (a) Upon the later of (i) the expiration of the applicable notice period with respect to a termination specified in this Section 12 or Section 13, as applicable, and (ii) for Cause. (d) Subject to the terms acceptance, in writing, by a successor Investment Manager of such appointment, all authority and power of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate Investment Manager under this Agreement immediately upon delivery of written notice to and the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) Indenture, whether with respect to a particular Line Item (as defined the Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)successor Investment Manager.

Term Termination. (a) a. The term of this Agreement shall commence on AGREEMENT will begin upon the date hereof EFFECTIVE DATE and shall continue until terminated the TERMINATION DATE, which shall be the earlier of: (1) the expiration of the last to expire of all of the patents (i) licensed hereunder and (ii) covered by the APPLIED MATERIALS COVENANT; or (2) the occurrence of an EVENT OF DEFAULT; or (3) If ASM engages in a CHANGE OF CONTROL transaction with any entity other than an APPLIED COMPETITOR in which (i) said entity has greater than $1,000,000,000 in annual revenue for its last fiscal year, and (ii) sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS in any of the first three years after the CHANGE OF CONTROL event exceed the value of ASM’s sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS, respectively, in the last year before the CHANGE OF CONTROL event of that product plus an annual growth rate no higher than ASM’s highest growth rate for such products in the preceding five years. (4) Termination by ASM pursuant to Section 12 or this Section 1314.b. b. ASM may terminate this AGREEMENT by providing written notice of termination to APPLIED MATERIALS in the event of APPLIED MATERIALS’ material breach of any term of this AGREEMENT, provided that such material breach is not cured within thirty (b30) Notwithstanding anything herein days after receipt by APPLIED MATERIALS of written notice complaining thereof. c. Upon the termination of this AGREEMENT pursuant to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of an EVENT OF DEFAULT: (i) the initiation of the dissolution and liquidation of the Parent pursuant all licenses granted by APPLIED MATERIALS to Article 10 of the Parent LP Agreement ASM hereunder will terminate without any further notice or the Company pursuant to the Company LLC Agreement, action by APPLIED MATERIALS; (ii) the removal of the General Partner as the general partner of the Parent pursuant all licenses granted by ASM to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, APPLIED MATERIALS will survive; (iii) ASM’s obligations under the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP AgreementNOTE AGREEMENT DOCUMENTS will survive; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that releases granted by ASM to APPLIED MATERIALS pursuant to Section 17 will survive; and (v) the releases granted by APPLIED MATERIALS to ASM pursuant to Section 17 will survive, so long as there is seven years after no Event of Default under any of the date hereofNOTE AGREEMENT DOCUMENTS, and subject further to full payment of all amounts due under the NOTE AGREEMENT. d. Notwithstanding the foregoing subsections (c) The Companya)—(c), acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as the LICENSED EPITAXY SYSTEMS, ASM’s obligation to pay royalties to APPLIED MATERIALS shall end January 29, 2002, for SYSTEMS defined in Exhibit B) are outside the applicable Allowable Variance Limits (as Section ▇.▇▇.(1), and December 31, 2005, for SYSTEMS defined in Exhibit BSection ▇.▇▇.(3). ASM’s obligation to pay royalties to APPLIED MATERIALS for SYSTEMS defined in Section ▇.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the contraryIssuer) to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 2(g), 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Board Act and (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or any other Persona Majority of the Preferred Shares has nominated such successor, may terminate this Agreement immediately upon delivery it shall be deemed to have approved of written such successor) and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis. (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Collateral Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(d) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with subsections (b) or (c) of this Section 11 or Section 12 or of this Section 13Agreement. (b) Notwithstanding anything herein any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement shall automatically may be terminated without cause by the Portfolio Manager, and immediately terminate, without the requirement for any further action by any PartyPortfolio Manager may resign, upon at least ninety (90) days’ written notice to the earliest Issuer (or such shorter notice as is acceptable to occur the Issuer); provided, that, the Portfolio Manager shall have the right to resign and terminate its rights and obligations under this Agreement immediately upon the effectiveness of (i) any material change in applicable law or regulations which renders the initiation performance by the Portfolio Manager of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP its duties under this Agreement or the Company pursuant Indenture to the Company LLC Agreement, (ii) the removal be a violation of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement such law or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Portfolio Manager or the Issuer takes any Change of Control occurs without the prior written consent action which would require a registration of the Issuer, the Co-Issuer or of the pool of Assets under the provisions of the Investment Company Board Act, and (ii) for Causethe Issuer notifies the Portfolio Manager thereof. (d) Subject If this Agreement is terminated pursuant to this Se▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇f the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Debt is Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class (excluding Portfolio Manager Securities from the numerator and the denominator in calculating such Majority consent), of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer, the Co-Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Company, acting at Collateral Trustee and the direction successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Preferred Board MembersIndenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Collateral Trustee, to the extent so provided in the Indenture, may terminate this Agreement immediately upon delivery of by written notice to the Asset Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in the event that a Fiscal Year’s actual results (as determined following this Agreement). Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a particular Line Item successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager. (g) If ▇▇▇▇ Capital Specialty Finance, Inc. resigns or is removed as defined Portfolio Manager hereunder, the Issuer shall (at the request of ▇▇▇▇ Capital Specialty Finance, Inc.), at its own expense, use commercially reasonable efforts to, and shall cause the Co-Issuer to, as soon as reasonably practical but in Exhibit B) are outside no event later than 30 days after the effective date of such resignation or removal, change their respective names to remove any reference to, without limitation, “BCC,” “▇▇▇▇,” “▇▇▇▇ Capital,” “▇▇▇▇ Capital Credit,” “BCSF,” or any similar name, unless otherwise waived in writing ▇▇▇▇ Capital Specialty Finance, Inc. prior to the effective date of the applicable Allowable Variance Limits (as defined in Exhibit B)name changes. This Section 11(g) shall survive the termination of this Agreement.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with subsection (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the contraryIssuer) to the Issuer, the Trustee and the Loan Agent (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 2(g), 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Debt is Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee and the Loan Agent (who shall forward a copy of such notice to the Holders) and the Rating Agency; and (ii) at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Subordinated Notes appoint as successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Board Act and (D) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or any other Person, may terminate this Agreement immediately upon delivery removal of written the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth above. If a Majority of the Subordinated Notes approves such proposed successor nominated pursuant to clause (ii) of the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Subordinated Notes and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Collateral Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Debt. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(d) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Debt, and the satisfaction and discharge of the Indenture and the Credit Agreement in accordance with the respective terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders, the Loan Agent and the Collateral Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Debt is Outstanding, the Issuer shall transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or any other Personby its principals or employees, may terminate this Agreement immediately to professionally and competently perform duties similar to those imposed upon delivery the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of written the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the S&P Rating Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Debt voting separately by Class, including Collateral Manager Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Collateral Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (h) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit Bany indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the contraryIssuer) to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. This Addendum A for Hardware Maintenance and Software Maintenance and Support Services shall be in effect for the coverage period as described in Schedule 5-1 (the "Initial Term"). Upon expiration of the Initial Term, this Addendum A shall automatically renew for an unlimited number of successive Two Year Periods (each a "Renewal Period") until this Agreement is terminated by the first to occur of (a) either party's written election not to renew, which shall be delivered to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Period, as applicable, (b) the date which is thirty (30) days after either party notifies the other that it has materially breached this Agreement, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (e), which will require no notice), (c) the date which is thirty (30) days after CONTRACTOR notifies COUNTY that it is no longer able to procure replacement parts that may be needed in order to perform the Hardware Maintenance Services contemplated hereunder, (d) the date on which the Equipment or firmware installed thereon is no longer certified by federal and/or state authorities for use in COUNTY's jurisdiction, or (e) the date which is thirty (30) days after COUNTY fails to pay any amount due to CONTRACTOR under this Agreement. Upon the termination of the license, COUNTY shall immediately return the Software and Documentation (including any and all copies thereof) to CONTRACTOR, or (if requested by CONTRACTOR) destroy the Software and Documentation and certify in writing to CONTRACTOR that such destruction has occurred. The term termination of this Agreement shall commence on the date hereof not relieve COUNTY of its liability to pay any amounts due to CONTRACTOR hereunder and shall continue until terminated pursuant only entitle COUNTY to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation a prorated refund of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant fees already paid to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) CONTRACTOR in the event that any Change of Control occurs without the prior written consent of the Company Board and (iithis is Agreement is terminated pursuant to subsection 1(c) for Causeor 1(d) above. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term of this Agreement shall commence as of January 1, 2012 (the “Effective Date”) and continue thereafter until December 31, 2015, subject to extension by mutual agreement of the Company and the Consultant or earlier termination as set forth below (the “Term”). The Consultant acknowledges that he has retired from employment with the Company and all of its direct and indirect subsidiaries, including WTCI, effective as of the close of business on December 30, 2011, and that following such resignation he has no further rights under any plan or agreement of the date hereof Company or any of its subsidiaries, including the Severance Agreement, other than (a) base salary with respect to periods ended prior to January 1, 2012, (b) benefits vested as of December 31, 2011 under qualified or non-qualified retirement plans and shall continue until terminated pursuant (c) medical claims with respect to Section 12 or this Section 13expenses incurred prior to January 1, 2012. (b) Notwithstanding anything herein to the contrary, this This Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of may be terminated: (i) by the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, Consultant at any time upon thirty (ii30) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the days prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager Company, and upon such termination, the Consultant shall no longer be entitled to receive any further consulting fees or benefits provided in Section 7(b) and shall no longer be bound by any of the event that a Fiscal Year’s actual results (as determined following the applicable year-end) obligations under this Agreement, other than with respect to the confidentiality obligation set forth in Section 8(a)(i), which shall in remain in effect in accordance with its terms; (ii) by the Company under the circumstances set forth in Section 8(a)(ii), and upon such termination, the Company shall continue to make the payments required by Section 7(a) hereof through December 1, 2015 and to provide the benefits required by Section 7(b) hereof to the Consultant through December 31, 2015 (unless, in the case of the payments required by Section 7(a) hereof, a particular Line Item lump sum payment shall be agreed to by the parties) and the Consultant shall continue to be bound by the provisions of Sections 8(a)(i) (which shall remain in effect in accordance with its terms) and 8(b) (which shall remain in effect until December 31, 2015); or (iii) upon the death of Consultant, in which event the Company shall continue to make the payments required by Section 7(a) hereof to the Consultant’s estate or representative, as the case may be, through December 1, 2015 and continue to provide the health and medical benefits to the Consultant’s spouse (to the same extent that such benefits were provided to her prior to Consultant’s death) through December 31, 2015; or (iv) Upon Consultant’s Disability (as defined herein), in Exhibit Bwhich event, the Company shall continue to make the payments required by Section 7(a) are outside and provide the applicable Allowable Variance Limits (as defined in Exhibit B)benefits required by Section 7(b) through December 31, 2015. For purposes hereof, Disability shall mean any physical or mental injury or disease of a permanent nature which makes Consultant incapable of meeting the requirements of the consulting service performed immediately before the commencement of that disability.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer) and the Trustee; provided that, this Agreement the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor collateral manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager, the Issuer shall transmit copies of notice of such resignation or removal to the Trustee (which shall forward a copy of such notice to the holders) and the Rating Agencies and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or any other Personrequire the pool of Assets to be registered as, may terminate this Agreement immediately upon delivery an investment company under the 1940 Act, (iv) does not cause the Issuer to become subject to U.S. federal income tax on a net basis, (v) has been identified in a prior written notice provided to the Rating Agencies, and (vi) has been approved by a Majority of written the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor collateral manager within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor collateral manager nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor collateral manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the resigning or removed Collateral Manager, a Majority of the Subordinated Notes (disregarding Collateral Manager Notes, unless 100% of the Subordinated Notes are Collateral Manager Notes) and a Majority of the Controlling Class (disregarding Collateral Manager Notes) shall have the right to petition a court of competent jurisdiction to appoint a successor collateral manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note. (f) The successor collateral manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor collateral manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor collateral manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor collateral manager. The Issuer, the Trustee and the successor collateral manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (i) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14. (i) In connection with any vote under this Agreement, in determining whether the holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be Outstanding in connection with such vote and a particular Line Item (as defined Class of Notes entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)lieu of such other Class of Notes.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The This agreement commences on [date] and continues for a term of 12 months (“Initial Term”). At the end of the Initial Term, this Agreement shall commence agreement will continue for further successive terms each of a further 12 month period (each a “Continuing Term”) unless one party serves a written notice of termination on the other party within a 30 day period prior to the end of the then current Initial Term or Continuing Term, as applicable, in which case this agreement terminates 7 days after the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13of the notice. (b) Notwithstanding anything herein Without limiting paragraph 7(a), either party (“the terminating party”) may terminate this agreement at any time during an Initial Term or a Continuing Term by written notice to the contrary, this Agreement shall automatically and immediately terminate, without other party (“defaulting party”) in the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation event of the dissolution and liquidation defaulting party’s breach of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreementthis agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years which case this agreement terminates 7 days after the date hereofof the notice, provided that the terminating party first notifies (“notice of default”) the defaulting party in writing of its default and requests that the defaulting party rectify the default within 30 days of the date of the notice of default. (c) The Company, acting Immediately upon termination of this agreement each party’s rights and obligations under this agreement cease and Affiliate must provide to CC any copies of license versioning currently in process as at the direction time of termination. Without limiting the foregoing, each party must also promptly return any and all copies of the Preferred Board Members other party’s confidential and acting proprietary information to that party to the greatest extent practicable. For the avoidance of doubt and without consent or approval of limiting the foregoing, Affiliate must, and must ensure that any other and all members of the Company Board Affiliate team: (i) Immediately cease using the CC branding; (ii) Return to CC any and all materials that contain the CC branding to the greatest extent possible; (iii) Transfer to CC or CC’s designee any and all right, title and interest in and to any and all proprietary materials, including without limitation, any domain name or other registrations, created or acquired by Affiliate in the course of performing its obligations under this agreement; and, (iv) Immediately provide to CC any and all passwords, login and other access details acquired or created by Affiliate during the term of this agreement and immediately cease using and destroy any materials containing this or any other Person, may terminate this Agreement immediately upon delivery of written notice CC’s confidential information that is not capable of such termination being returned or handed over to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseCC or CC’s designee. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or any other Personby its principals or employees, may terminate this Agreement immediately to professionally and competently perform duties similar to those imposed upon delivery the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of written the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Subordinated Notes within ten days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Note. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (h) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit Bany indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Debt is Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Debt, including Collateral Manager Debt. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting at the direction no resignation or removal of the Preferred Board Members Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and acting without consent or approval approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any other members removal under Section 14 or any resignation of the Company Board Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency (provided that in the case of S&P, only for so long as any Class A Notes remain Outstanding) and shall appoint an institution as Collateral Manager which institution (i) has demonstrated an ability, whether as an entity or any other Personby its principal or employees, may terminate this Agreement immediately to professionally and competently perform duties similar to those imposed upon delivery the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of written the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class; provided that if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class. (e) If (i) the Issuer fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) does not approve the proposed successor nominated by the Issuer within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class (provided that if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If the Issuer approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, the Issuer and a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, then a Supermajority of the Controlling Class) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Change Holder or beneficial owner of Control occurs any Note. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes voting separately by Class, including Collateral Manager Notes and the Issuer. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoother, the Companyexcept as provided in clause (h) below. (h) Sections 6, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results 7 (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit Bany indemnity or insurance provided thereunder), 10, 12(g) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) The term This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders; or (iii) the termination of this Agreement in accordance with Section 12(b) or (c) or Section 13. In the absence of the circumstances described in clause (i) or (ii) of the preceding sentence, no termination of this Agreement or any removal or resignation of the Collateral Manager shall commence on be effective until written acceptance of appointment by a successor collateral manager and the date hereof effective assumption by such successor collateral manager of the duties of the Collateral Manager have been received. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until terminated pursuant to Section 12 the payment in full or this Section 13redemption in whole of the Debt and the termination of the Indenture in accordance with its terms unless any of the events described in clause (ii) or (iii) of the second preceding sentence occur prior thereto. (b) Notwithstanding anything herein any other provision hereof to the contrary, this Agreement shall automatically may be terminated without cause by the Collateral Manager, and immediately terminate, without the requirement for any further action by any PartyCollateral Manager may resign, upon 90 days’ prior written notice to the earliest Issuer and the Collateral Trustee (or such shorter period as is acceptable to occur the Issuer; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of (i) any material change in applicable law or regulations that renders the initiation performance by the Collateral Manager of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP its duties under this Agreement or under the Company pursuant Indenture to the Company LLC Agreement, (ii) the removal be a violation of the General Partner as the general partner of the Parent pursuant such law or regulation). The Issuer shall use its best efforts to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when appoint a successor Collateral Manager to assume such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property duties and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofobligations. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Board of Managers determines in good faith that the Issuer or any Change of Control occurs without the prior written consent portion of the pool of Assets has become required to register as an investment company under the provisions of the Investment Company Board Act by virtue of any action taken by the Collateral Manager (and (ii) for Causesuch requirement has not been eliminated after a period of 45 days), and the Issuer notifies the Collateral Manager thereof. (d) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 2(h)(i), 6, 8(c), 10, 14, 15 and 33, which provisions shall survive the termination of this Agreement. (e) Within 30 days of the resignation, termination or removal of the Collateral Manager pursuant to Section 12 or 13 while any of the Debt is outstanding, a Majority of the Preferred Interests shall propose an Eligible Successor Collateral Manager to the Issuer by delivering notice thereof to the Collateral Trustee, the Collateral Manager and the holders of the Controlling Class. A Majority of the Controlling Class will either (i) consent to such successor collateral manager, or (ii) propose an Eligible Successor Collateral Manager by delivering notice of such proposed successor to the Collateral Trustee, the Collateral Manager and the holders of | the Preferred Interests within 30 days of receipt of notice from a Majority of the Preferred Interests. If such notice is received by the Collateral Trustee within such time period, a Majority of the Preferred Interests will have 30 days from receipt of such notice to (i) object to such successor collateral manager, and (ii) propose an Eligible Successor Collateral Manager by delivery of notice of such objection and proposed successor to the Collateral Trustee, the Collateral Manager and the holders of the Controlling Class. If no such notice is received by the Collateral Trustee within such time period, such proposed successor collateral manager shall be appointed Collateral Manager. If, however, such notice is received by the Collateral Trustee within such time period, a Majority of the Controlling Class shall have 30 days from receipt of such notice to either (i) consent to such successor collateral manager, or (ii) propose an Eligible Successor Collateral Manager by delivery of notice of such objection and proposed successor to the Collateral Trustee, the Collateral Manager and the holders of the Preferred Interests. If such notice is received by the Collateral Trustee within such time period, a Majority of the Preferred Interests shall have 30 days from receipt of such notice to object to such successor collateral by delivery of notice of such objection to the Collateral Trustee, the Collateral Manager and the holders of the Controlling Class. If such notice is received by the Collateral Trustee within such time period, a Majority of the Controlling Class, a Majority of the Preferred Interests or the resigning or removed collateral manager may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of any holders. Any notice to holders contemplated above may be effected by delivering such notice to the Collateral Trustee for delivery to the holders of the appropriate Class of Debt in accordance with the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture. (f) Notwithstanding the foregoing, if no successor collateral manager shall have been appointed by the Issuer or an instrument of acceptance by a successor collateral manager shall not been delivered as provided in clause (g) below within 90 days following the date of resignation, termination or removal of the Collateral Manager (unless the expiration of such 90-day period is caused by delays in satisfying the applicable Rating Agency Confirmation, in which case such Rating Agency Confirmation must be satisfied no later than 30 days after the expiration of such 90-day period), any of the resigning or removed ▇▇▇▇▇▇▇▇▇▇ Manager, the CompanyIssuer or any Holder may petition any court of competent jurisdiction for the appointment of a successor collateral manager, acting at in either such case, whose appointment shall become effective after such successor has accepted its appointment without the direction approval of any holder of Debt. (g) An “Eligible Successor Collateral Manager” shall be an institution that (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager, (ii) is legally qualified and has the capacity to act as collateral manager and assume all of the Preferred Board Membersresponsibilities, may terminate duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) by its appointment will not cause or result in the Issuer or any portion of the Assets becoming required to register under the provisions of the Investment Company Act and (iv) has accepted its appointment in writing and has agreed to perform all duties of the Collateral Manager pursuant to this Agreement immediately upon delivery and any letter agreement that the Collateral Manager executed in connection with its duties hereunder. | (h) Upon the acceptance by a successor Collateral Manager of written notice to such appointment, all rights and obligations of the Asset Collateral Manager under this Agreement shall terminate, except as provided in the event that a Fiscal Year’s actual results (as determined following Sections 2(h)(i), 6, 8(c), 10, 14(a), 15 and 33. Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a particular Line Item (successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term of this This Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13the end of the day on December 31, 2020 (the “Term”). (b) Notwithstanding anything herein in Section19 (a) to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of may be terminated as provided below: (i) the initiation Except with respect to breaches of the dissolution provisions of Section 8 (which are addressed in Section 19(b)(vii)) and liquidation except with respect to breaches of the Parent representations or warranties provisions of Section 14 (which are addressed in Section 19(b)(ii)), if a party materially breaches any covenant or agreement contained in this Agreement (A) which does not involve the payment of money to the other party hereto and such breach continues for a period of thirty (30) days after the non-breaching party has given written notice of the breach, or (B) which involves the payment of money to the other party hereto and such breach continues for a period of fifteen (15) days after the non-breaching party has given written notice of the breach, then, in either case, the non-breaching party shall have the right to terminate this Agreement. The foregoing clause (B) notwithstanding, the failure of a party to make a payment due hereunder shall not give rise to a termination right in the other party if the amount which such party has failed to pay is less than $XXXX or such party, acting in good faith, has delivered a written notice to the other party contesting its obligation to make such payment. In either case, to be effective, a termination notice under this Section must be delivered within sixty (60) days after the expiration of the applicable notice periods. This Agreement will terminate one hundred and twenty (120) days after delivery of such notice of termination. [Portions of this Section have been omitted pursuant to Article 10 a request for confidentiality under Rule 24b-2 of the Parent LP Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Securities and Exchange Commission.] (ii) If any representation or warranty made by a party proves not to have been true and correct in all material respects as of the date when made, then the other party shall have the right to terminate this Agreement with thirty (30) days advanced written notice which such termination will take effect fifteen (15) days after the first party receives such notice; provided, however, that breaches by Retailer under Section 14 shall not give rise to a right of termination hereunder unless such breaches have, in Bank’s reasonable determination become chronic and/or persistent and Retailer has not, after written notice from Bank, resolved or corrected or commenced to resolve or correct, to Bank’s reasonable satisfaction, any underlying systems, personnel, or other problems(s) giving rise to such breaches within sixty (60) days after written notice by Bank. (iii) Retailer shall have the Company right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the Credit Review Point pursuant to Section 5(b); provided, that in each case, any such notice of termination is given not more than sixty (60) days after Bank first advises Retailer of such election; provided, further, that this Agreement will terminate one hundred and twenty (120) days after Retailer provides the Company LLC aforementioned notice of termination notwithstanding that the aggregate outstanding indebtedness may exceed the Credit Review Point during said one hundred and twenty (120) day period. (iv) Either party shall have the right to terminate this Agreement on not less than thirty (30) days prior written notice if a material adverse change has occurred in the operations, financial condition (including insolvency), business or prospects of the other party hereto, which the terminating party has determined, in good faith, has had, or is reasonably likely to have, a material adverse economic effect on the ongoing operation or continued viability of the Program. In order to be effective, the notice of termination must be delivered within ninety (90) days after the terminating party becomes aware of such material adverse change. (v) If, with respect to either party any of the following events occur, then the other party shall have the right to terminate this Agreement: (i) any person or group of persons acting in concert acquires, after the date of this Agreement, beneficial ownership of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of a party entitled to vote generally in the election of directors; (ii) the removal stockholders of a party approve a reorganization, merger or consolidation (each a “Reorganization”), in each case through which the persons who were the respective beneficial owners of the General Partner as the general partner voting securities of the Parent pursuant party immediately prior to Section 4.13 such Reorganization do not beneficially own, following such Reorganization, directly or indirectly, more than fifty percent (50%) of the Parent LP Agreement or the voluntary resignation combined voting power of the General Partner (when then outstanding voting securities entitled to vote generally in the election of directors of the corporation, as a result of such General Partner is an Affiliate of CTT Partner) in such capacity, Reorganization; or (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property assets or property of a party are sold or otherwise disposed of in one transaction or series of related transactions. In order to be effective, the notice of termination must be delivered within one hundred and eighty (180) days after a party becomes aware of the other Real Estate Assets occurrence of such event. This Agreement will terminate one hundred and twenty (120) days after delivery of such notice of termination. Notwithstanding the foregoing, Retailer will not have the right to terminate the Agreement based on XXXX. [Portions of this Section have been omitted pursuant to Section 4.16 a request for confidentiality under Rule 24b-2 of the Parent LP Agreement; providedSecurities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Alternative Voting System is then in effect Securities and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofExchange Commission.] (cvi) The Company, acting at Bank shall have the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may right to terminate this Agreement immediately if any judicial or administrative agency or body determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “open-end” credit facility under Regulation Z, 12 C.F.R. 1026.2(a)(20). In order to be effective, the notice of termination must be delivered within sixty (60) days after such determination. This Agreement will terminate thirty (30) days after Bank delivers such notice of termination to Retailer. In addition, Bank shall have the right to terminate this Agreement upon delivery of not less than sixty (60) days’ prior written notice of if at any time there is a Change in Law and Bank reasonably determines that such termination change has had, or is reasonably likely to have, a material adverse effect on Bank’s rights or obligations under the Asset Manager (i) in Program, or the event that any Change of Control occurs without the prior written consent economic benefit of the Company Board and Program to Bank (ii) which material adverse effect, for Cause. (d) Subject purposes hereof, shall include a drop in revenue generated through the Program of XXXX or more), provided that Bank has first sought to engage Retailer in a good faith renegotiation of the terms of this Agreement and the “Budget Variance Cure Protocols” set forth parties have not agreed within sixty (60) days on Exhibit B hereto, modifications sufficient to prevent a material adverse effect on Bank’s rights or obligations under the Company, acting at Program or the direction economic benefit of the Preferred Board MembersProgram to Bank. As used in this Section 19(b), may terminate this Agreement immediately upon delivery of written notice “Change in Law” means a change in any applicable law (it being agreed that a new interpretation thereof shall also be considered a Change in Law), applicable to Bank or to the Asset Manager in credit extended under the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).Program. [Portions of this Section have been omitted

Term Termination. (a) The term of This Agreement shall take effect on the Effective Date and continue in effect for five (5) years (“Initial Term”). After the initial five (5) year period the Agreement shall be automatically extended in two (2) year installments, unless it is earlier terminated (the Initial Term and any extensions thereof being collectively referred to herein as the “Term”). b) In addition to the termination rights set forth elsewhere in this Agreement shall commence on (including but not limited to Sections 4(g), 4(h), 17(a), 17(b), 21 and 23(c)), either Party may terminate this Agreement after expiration of the date hereof and shall continue until Initial Term by giving two (2) years’ written notice to the other Party prior to the end of the then-current Term, without payment of any termination penalties. For clarity, termination does not void any payments due under Binding Orders that cannot be cancelled or terminated except that in the event of termination by Sponsor pursuant to Section 12 4(g), Section 17(a), Section 21 or this Section 1323(c), Sponsor may elect to cancel any outstanding Binding Orders and shall not be obligated to make any payment to Fujifilm for such cancelled Binding Orders. (bc) Notwithstanding anything herein Either Party may immediately terminate this Agreement upon written notice to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of other Party if (i) the initiation other Party is declared insolvent or bankrupt by a court of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreementcompetent jurisdiction, (ii) a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by the removal other Party or (iii) this Agreement is assigned by the other Party for the benefit of creditors. d) For the General Partner as avoidance of doubt, in the general partner event of the Parent termination of this Agreement, (i) Fujifilm will terminate all services in progress other than Manufacturing under Binding Order, provided that if this Agreement is terminated by Sponsor pursuant to Section 4.13 4(g), Section 17(a), Section 21 or Section 23(c) and Sponsor has elected to cancel any outstanding Binding Orders, Fujifilm will terminate all services in progress including Manufacturing under any Binding Order in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Sponsor, unless Sponsor specifies in the notice of termination that such services in progress should be completed, (ii) Fujifilm will deliver to Sponsor any Sponsor Deliverables, Safety Stock, completed and in-process Product and Work Output in its possession or control and all Product Inventions developed through the Parent LP Agreement date of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. termination or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacityexpiration, and (iii) Sponsor will pay Fujifilm any monies due and owing Fujifilm, up to the initiation time of termination or expiration, for services actually performed and all expenses actually incurred for procurement and/or disposal of Process Consumables for Batches cancelled by Sponsor, including any Safety Stock. In the event of any sale process or the initiation of any termination by Sponsor under this Agreement for reason other disposition of all or substantially all of the Property and the other Real Estate Assets than termination pursuant to Section 4.16 23(b), Sponsor may request that the effective date of the Parent LP Agreement; providedtermination be a later date (not to exceed twenty-four (24) months from the notice date), that which if agreed to by Fujifilm, such agreement not to be unreasonably withheld for the Alternative Voting System is duration of then in effect Binding Period, Fujifilm shall continue to perform the Manufacturing and a Person Sponsor shall continue to perform all its obligations under this Agreement (other than forecasting beyond the General Partner was appointed to sell designated termination date) until the Property and manage all aspects effective date of the sale process, or (iv) the date that is seven years after the date hereof. (c) termination. The Company, acting at the direction respective obligations of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) Parties set forth in the event that any Change following sections shall survive expiration or earlier termination of Control occurs without the prior written consent of the Company Board this Agreement: Sections 1(e), 3(b), 4(e), 4(i), 8, 11, 12, 13, 16, 17, 18, 19, 22, 23, 26, 27, 28, 29, 30, 31 and (ii) for Cause33. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The 9.1 Unless terminated earlier pursuant to the terms of this Agreement, the term of this Agreement shall commence run on a country-by-country basis until the end of the Marketing Period. Upon the expiration of this Agreement in a country, BMS will have no further financial obligations towards PHARMATOP for sales made in such country after such expiration. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 9.2 Should either Party fail to perform any of material obligations of this Agreement, and fail to cure such breach or default within ninety (90) days alter receiving a written notice from the non-breaching Party specifying the breach and demanding that it be cured, then the non-breaching Party shall have the right to terminate this Agreement; provided, that if the material breach is restricted to a given country, termination shall be as to such country only. (a) BMS may, in its sole discretion, terminate this Agreement at any time during the Marketing Period with respect to a given country at any time, provided that (i) it gives written notice at least [***] in advance, and (ii) BMS has paid all amounts due under this Agreement as of the date hereof of such notice. If BMS terminates this Agreement pursuant this section 9.3(a), then BMS agrees not to market any other Injectible APAP Product in such country for a period of [***] following termination; provided, that this section 9.3(a) shall not apply to any Injectible APAP product marketed by BMS (x) that is thereafter acquired by BMS or any of its Affiliates as a result of a Transaction (as such term is defined in section 4.6(c)) that occurs following the giving of such notice of termination and shall continue until terminated which was a marketed product of the Third Party at the Transaction Date or (y) that is marketed by BMS in accordance with the last sentence of section 6.2(c) as a result of a termination by BMS pursuant to Section 12 section 6.2(c) or this Section 136.3(a). (b) Notwithstanding anything herein Upon the effective date of a termination by BMS pursuant to this Section 9.3, BMS will transfer to PHARMATOP, at PHARMATOP’s expense, the NDA approvals, so that PHARMATOP may take over, in the affected country(ies) in the Territory, the marketing of the Products (directly or through any Third Parties of its choice). The Parties shall in good faith consult on the procedures for this transfer of the marketing information and contracts (covering stocks, current orders, official records, etc), endeavoring to ensure that the marketing is disturbed, as little as possible, by the transfer and that each Party continues to *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the contraryomitted portions. comply with its obligations under applicable law. BMS shall also license or assign to PHARMATOP without charge any trademark/tradename used by BMS that is specific to the Products; however, this Agreement shall automatically no rights will be assigned or licensed to PHARMATOP under any names, marks, or logos used by BMS and immediately terminateits Affiliates on the Product that are also used on their other products (e.g., without the requirement for B▇▇▇▇▇▇-▇▇▇▇▇ Squibb name). At its option, PHARMATOP may commence marketing the Products (directly or indirectly) at any further action by any Party, upon the earliest to occur of (i) the initiation time after its receipt of the dissolution and liquidation termination notice. The Parties agree to negotiate in good faith a smooth transition of marketing for the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner Product as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is well as an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other orderly disposition of all or substantially all of BMS’ Product inventory during the Property and the other Real Estate Assets pursuant [***] notice period referred to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofsection 9.3(a). (c) The Company, acting at 9.4 PHARMATOP shall have the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may right to terminate this Agreement immediately upon delivery of on ninety (90) days’ written notice if BMS either opposes any of such termination to the Asset Manager (i) in Patent Applications or challenges or contests the validity or enforceability of any of the Licensed Patents. 9.5 In the event that any Change this Agreement is terminated or rejected by a Party or its receiver or trustee under applicable bankruptcy laws due to such Party’s bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by such Party to the other Party are, and shall otherwise be deemed to be, for purposes of Control occurs without the prior written consent Section 365(n) of Title 11 of the Company Board United States Bankruptcy Code and (iiany similar law or regulation in any other country, licenses of rights to “intellectual property” as defined under Section 101(35A) for Cause. (d) Subject to of Title 11 of the terms Bankruptcy Code. The Parties agree that all intellectual property rights licensed hereunder, including without limitation any patents or patent applications in any country of a Party covered by the license grants under this Agreement, are part of the “Budget Variance Cure Protocolsintellectual property” set forth on Exhibit B hereto, the Company, acting at the direction as defined under Section 101(35A) of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice Bankruptcy Code subject to the Asset Manager protections afforded the non-terminating Party under Section 365(n) of the U.S. Bankruptcy Code, and any similar law or regulation in any other country. *** Certain information on this page has been omitted and filed separately with the event that a Fiscal Year’s actual results (as determined following the applicable year-end) Commission. Confidential treatment has been requested with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)omitted portions.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of the Securities; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with subsections (b) or (c) of this Section 11 or Section 12 or of this Section 13Agreement. (b) Notwithstanding anything herein any other provision hereof to the contrarycontrary (but subject to subsection (e) below), this Agreement shall automatically may be terminated without cause by the Collateral Manager, and immediately terminate, without the requirement for any further action by any PartyCollateral Manager may resign, upon at least 90 days’ written notice to the earliest Issuer (or such shorter notice as is acceptable to occur the Issuer); provided, that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of (i) any material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP its duties under this Agreement or the Company pursuant Indenture to the Company LLC Agreement, (ii) the removal be a violation of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement such law or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Collateral Manager or the Issuer takes any Change of Control occurs without the prior written consent action which would require a registration of the Issue or of the pool of Assets under the provisions of the Investment Company Board Act, and (ii) for Causethe Issuer notifies the Collateral Manager thereof. (d) Subject If this Agreement is terminated pursuant to this Section 11, neither party shall have any further liability or obligation to the other, except as provided in Sections 7(c), 10 (other than the first sentence of clause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Collateral Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, at the direction of a Majority of the Class A Notes and a Majority of the Limited Partnership Interests (excluding any Limited Partnership Interests owned by the Collateral Manager), of a successor collateral manager that is an established institution with experience managing assets similar to the Assets which (A) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Collateral Manager hereunder and under the Indenture, (B) is legally qualified and has the capacity to act as successor to the Collateral Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the terms of the “Budget Variance Cure Protocols” set forth Indenture applicable to the Collateral Manager, (C) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act and (D) shall not result in the imposition of any entity-level or withholding tax on Exhibit B heretothe Issuer or the payments to the holders of Notes and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Collateral Manager hereunder and under the terms of the Indenture applicable to the Collateral Manager by such successor collateral manager. The Issuer shall use its commercially reasonable efforts to appoint a successor collateral manager to assume the duties and obligations of the removed or resigning Collateral Manager. If within 90 days following a notice of resignation or removal no replacement collateral manager has been appointed and accepted such appointment, the Company, acting at Collateral Manager may petition a court of competent jurisdiction for the direction appointment of a successor collateral manager. No vote of the Preferred Board Membersholders of the Class A Notes or Limited Partnership Interests will be required in connection with such appointment by a court of competent jurisdiction. (f) In the event of removal of the Collateral Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may terminate by notice in writing to the Collateral Manager as provided under this Agreement immediately upon delivery terminate all the rights and obligations of written notice the Collateral Manager under this Agreement (except those that survive termination pursuant to the Asset Manager subsection 11(d) above or as otherwise provided in the event that a Fiscal Year’s actual results (as determined following this Agreement). Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a particular Line Item (as defined successor collateral manager of appointment, all authority and power of the Collateral Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)successor collateral manager.

Term Termination. (a) The term of this Agreement shall commence on the date hereof and shall continue until terminated pursuant expire on the later of (x) the 15th anniversary of the first commercial sale of a Clopidogrel Product and (y) such date as the last Licensed Patent effective in any country in Territory A shall have expired and all other de jure exclusivity available for a Clopidogrel Product shall have ended. Thereafter, the term of this Agreement may be renewed for successive three-year terms, respectively, by the mutual agreement of the Parties no later than 24 months prior to Section 12 or this Section 13the expiration of the term then in effect. (b) Notwithstanding anything herein to the contraryforegoing, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, expire upon the earliest to occur earlier of (i) the initiation termination by both Parties of the dissolution and liquidation commercialization of Clopidogrel Products throughout Territory A as the result of a Safety Problem pursuant to Section 7.04(ii) of the Parent pursuant to Article 10 of the Parent LP Alliance Support Agreement or the Company pursuant to the Company LLC Agreement, and (ii) the removal exercise by BMS of the General Partner as the general partner of the Parent special put option pursuant to Section 4.13 7.08 of the Parent LP Alliance Support Agreement. (c) This Agreement may be terminated by the mutual written consent of each of Licensor, the Sanofi Partner and the BMS Partner. (d) Licensor shall have the right to declare termination of this Agreement upon Notice to the SNC Partnership, following the first to occur of: (i) the BMS Partner shall have (A) voluntarily commenced any proceeding or the voluntary resignation filed any petition seeking relief under Title 11 of the General Partner (when such General Partner is an Affiliate United States Code, French Law No. 84-148 of CTT Partner) in such capacityMarch 1,1984, French Law No. 85-98 of January 25,1985 or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (iiiB) applied for or consented to the initiation appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in respect of it in any sale process or such proceeding, (D) made a general assignment for the initiation benefit of any other disposition creditors of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 its assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (F) taken, corporate, action for the, purpose of effecting any of the Parent LP Agreementforegoing; provided, that the Alternative Voting System is then or (ii) an involuntary proceeding shall have been commenced or any involuntary petition shall have been filed in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects court of competent jurisdiction seeking (A) relief in respect of the sale processBMS Partner, or (iv) the date that is seven years after the date hereof. (c) The Companyof its property, acting at the direction under Title 11 of the Preferred Board Members and acting without consent or approval * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION United States Code, French Law No. 84-148 of any other members March 1,1984, French Law No. 85-98 of the Company Board January 25, 1985 or any other Personbankruptcy, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent insolvency or similar law of the Company Board and United States, any state thereof, the French Republic or any other applicable jurisdiction, (iiB) the appointment of a receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for Cause. the BMS Partner or for all or substantially all of its property or (dC) Subject to the terms winding-up or liquidation of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction BMS Partner; and such proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager foregoing shall have continued unstayed and in the event that a Fiscal Year’s actual results effect for thirty (as determined following the applicable year-end30) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).days,

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders of the Notes and the holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on with respect to the date hereof and shall continue until terminated Collateral Manager in accordance with Section 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12 12(b) or this in connection with the removal of such Collateral Manager pursuant to Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign upon ninety (90) days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer), this Agreement the Holders and the Trustee; provided that the Collateral Manager shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation effectiveness of any sale process material change in applicable law or regulations which renders the initiation performance by the Collateral Manager of any other disposition its duties hereunder or under the Indenture to be a violation of all such law or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and ▇▇▇▇▇’▇ and shall appoint a successor Collateral Manager, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or any other Personresult in the Issuer becoming, may terminate this Agreement immediately upon delivery or require the pool of written Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the ▇▇▇▇▇’▇ Rating Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within twenty (20) days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any holder of any Interest. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the holders of the Interests. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (iior the Issuer shall cause the outgoing Collateral Manager to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in clause (h) below. (h) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice pursuant to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)this Section 12 or Section 14.

Term Termination. (a) The term of this Agreement (the "Term") shall commence on the date hereof of this Agreement and shall continue until terminated terminate on the earlier of (i) the date of any termination of the Asset Purchase Agreement pursuant to Section 12 or the terms thereof, (ii) the date of any termination of this Agreement pursuant to this Section 13.6.1, (iii) the date of any termination of either of the WWMX Agreements, and (iv) the Closing Date (as defined in the Asset Purchase Agreement). In addition to other remedies available at law or equity and the provisions of Section 1.2 hereof, this Agreement may be terminated as set forth below by either Licensee or Programmer by written notice to the other if the party seeking to terminate is not then in material default or breach hereof, upon the occurrence of any of the following: (a) this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review; (b) the other party is in material breach of its obligations hereunder and has failed to cure such breach within thirty (30) days of notice from the non-breaching party, which notice shall specify the breach and the action necessary to cure such breach; (c) the mutual consent of both parties (d) there has been a material change in FCC rules, policies or precedent that would cause this Agreement to be in violation thereof and such change is in effect and not the subject of an appeal or further administrative review. Upon any termination of this Agreement, Licensee shall have no further obligation to provide to Programmer any broadcast time or broadcast transmission facilities and Programmer shall have no further obligations under Section 1.6(b) hereof or to make any payments to Licensee under Section 1.4 hereof. Programmer shall be responsible for all debts and obligations of Programmer to third parties based upon the purchase of air time and use of Licensee's transmission facilities including, without limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. In the event of any termination, Programmer shall be entitled to retain all notes and accounts receivable and other receivables of the Station accrued as of the date of such termination (the "Termination Date") relating to advertising time sold by Programmer between the date of this Agreement and the Termination Date ("Programmer Receivables"), and shall be entitled to pursue collection thereof. Licensee shall pay over to Programmer any sums received by Licensee on account of the Programmer Receivables. Notwithstanding anything herein to the contrary, this Agreement to the extent that any invoice, bill or statement submitted to Licensee after the Termination Dat▇ ▇▇ any payment made by Programmer prior to the Termination Date relates to expenses incurred in operating the Station, for periods both before and after the Termination Date, such expenses shall automatically be prorated between Licensee and immediately terminate, without Programmer in accordance with the requirement principle that Programmer shall be responsible for any further action expenses allocable to the period prior to the Termination Date and Licensee shall be responsible for expenses allocable to the period on and after the Termination Date. Each party agrees to reimburse the other party for expenses paid by any Party, upon the earliest other party to occur the extent appropriate to implement the proration of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company expenses pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofpreceding sentence. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Debt, and the satisfaction and discharge of the Indenture in accordance with its respective terms or (iii) the early termination of this Agreement shall commence on the date in accordance with Section 12(b), (c) or (d) or Section 14 hereof and shall continue until terminated pursuant (subject, in all cases, to Section 12 or this Section 1312(f)). (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Manager may resign, upon 90 days’ prior written notice (or such shorter notice as to which the Issuer agrees) to the contraryIssuer, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property Collateral Trustee and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP AgreementRating Agency; provided, however, that the Alternative Voting System is then Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in effect and applicable law or regulation which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a Person other than the General Partner was appointed to sell the Property and manage all aspects violation of the sale process, any law or (iv) the date that is seven years after the date hereofregulation. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting at the direction no resignation or removal of the Preferred Board Members Collateral Manager, for cause or without cause, shall be effective until the date as of which a successor collateral manager shall have been appointed and acting without consent or approval of any other members approved and has accepted all of the Company Board or any other Person, may terminate Collateral Manager’s duties and obligations pursuant to this Agreement immediately upon delivery in writing (an “Instrument of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseAcceptance”). (d) Subject to the terms Promptly after notice of any removal under Section 14 or any resignation of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoCollateral Manager that is to take place while any of the Debt is Outstanding, the Company, acting Issuer at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).Majority

Term Termination. (a) The This agreement commences on [date] and continues for a term of 12 months (“Initial Term”). At the end of the Initial Term, this Agreement shall commence agreement will continue for further successive terms each of a further 12 month period (each a “Continuing Term”) unless one party serves a written notice of termination on the other party within a 30 day period prior to the end of the then current Initial Term or Continuing Term, as applicable, in which case this agreement terminates 7 days after the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13of the notice. (b) Notwithstanding anything herein Without limiting paragraph 7(a), either party (“the terminating party”) may terminate this agreement at any time during an Initial Term or a Continuing Term by written notice to the contrary, this Agreement shall automatically and immediately terminate, without other party (“defaulting party”) in the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation event of the dissolution and liquidation defaulting party’s breach of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreementthis agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years which case this agreement terminates 7 days after the date hereofof the notice, provided that the terminating party first notifies (“notice of default”) the defaulting party in writing of its default and requests that the defaulting party rectify the default within 30 days of the date of the notice of default. (c) The Company, acting Immediately upon termination of this agreement each party’s rights and obligations under this agreement cease and Affiliates must provide to CC any copies of license versioning currently in process as at the direction time of termination. Without limiting the foregoing, each party must also promptly return any and all copies of the Preferred Board Members other party’s confidential and acting proprietary information to that party to the greatest extent practicable. For the avoidance of doubt and without consent or approval of limiting the foregoing, Affiliates must, and must ensure that any other and all members of the Company Board Affiliates team: (i) Immediately cease using the CC branding; (ii) Return to CC any and all materials that contain the CC branding to the greatest extent possible; (iii) Transfer to CC or CC’s designee any and all right, title and interest in and to any and all proprietary materials, including without limitation, any domain name or other registrations, created or acquired by Affiliates in the course of performing its obligations under this agreement; and, (iv) Immediately provide to CC any and all passwords, login and other access details acquired or created by Affiliates during the term of this agreement and immediately cease using and destroy any materials containing this or any other Person, may terminate this Agreement immediately upon delivery of written notice CC’s confidential information that is not capable of such termination being returned or handed over to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseCC or CC’s designee. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the Secured Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ (or such shorter notice as is acceptable to the contraryIssuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities or Secured Debt are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities and Secured Debt. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board Holders of each Class of Securities and (ii) for CauseSecured Debt, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon the expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term of Initially, this Agreement shall commence on be for the date hereof period commencing with the Effective Date and ending three months from the Effective Date (the “Term”). Thereafter, this Agreement shall be renewable for a term of three months and shall continue be automatically renewed for successive three month terms unless and until terminated pursuant by either Icon or the Purchaser on written notice given not less than 30 days prior to Section 12 or this Section 13.expiration of the current Term.. (b) Notwithstanding anything herein to the contrarycontrary contained herein or in Annex A attached hereto, this Agreement shall automatically and immediately terminatethe Purchaser may terminate any individual Icon Service on an Icon Service-by-Icon Service basis upon 30 days written notice, without identifying the requirement for any further action by any Party, upon the earliest particular Icon Service to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property be terminated and the other Real Estate Assets pursuant to Section 4.16 effective date of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereoftermination. (c) The Company, acting at This Agreement may be terminated prior to the direction expiration of the Preferred Board Members Term as set forth in Section 7(a) and acting without (b), upon written notice as set forth below: i. by mutual written consent or approval of any other members of the Company Board or parties hereto at any other Persontime; ii. with respect to Icon Services, may terminate this Agreement immediately upon delivery of written notice by Icon, if the Purchaser fails to pay any invoice within 30 days following the date when payment of such invoice is due, unless the Purchaser is disputing such invoice in good faith or the parties have initiated the dispute resolution procedures set forth in Section 4. (d) The Purchaser and Icon each specifically agrees and acknowledges that all obligations of Icon to provide any Icon Service shall immediately cease upon the termination of this Agreement, in each case, in the manner set forth herein. Upon the cessation of Icon’s obligation to provide any Icon Service, the Purchaser, shall immediately cease using, directly or indirectly, such Icon Service. (e) Upon termination of an Icon Service with respect to which Icon holds books, records or files, including current or archived copies of computer files, owned by the Purchaser and used by Icon in connection with the provision of an Icon Service to the Asset Manager (i) in Purchaser, Icon will return to the event Purchaser all of such books, records or files as soon as reasonably practicable; provided, however, that any Change of Control occurs without the Icon may make a copy, at its expense and with prior written consent of the Company Board and (ii) Purchaser, of such books, records or files for Causearchival purposes only. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders, (ii) the payment in full of the Debt, and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with Section 12 12(b) or this (e) or Section 1314. (b) Notwithstanding anything herein Subject only to clause (c) below, the Collateral Servicer may resign, upon 90 days’ prior written notice to the contraryIssuer (or such shorter notice as is acceptable to the Issuer) and the Collateral Trustee; provided that, this Agreement the Collateral Servicer shall automatically and have the right to resign immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) upon the initiation effectiveness of any material change in applicable law or regulations which renders the dissolution and liquidation performance by the Collateral Servicer of its duties hereunder or under the Parent pursuant Indenture to Article 10 be a violation of the Parent LP Agreement such law or the Company pursuant to the Company LLC Agreement, regulation or (ii) if the removal of Collateral Servicer determines in good faith that its resignation is necessary or advisable for it to comply with the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement applicable law or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofregulations. (c) The CompanyNotwithstanding the provisions of clause (b) above, acting no resignation or removal of the Collateral Servicer or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor Collateral Servicer shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Servicer’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Servicer, the Issuer shall transmit copies of notice of such resignation or removal to the Collateral Trustee (which shall forward a copy of such notice to the holders) and the Rating Agency and shall appoint an institution as Collateral Servicer, at the direction of the Preferred Board Members and acting without consent or approval of any other members a Majority of the Company Board Subordinated Notes, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Servicer hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Servicer hereunder and under the applicable terms of the Indenture, (iii) does not cause the Issuer to become, or any other Personrequire the pool of Assets to be registered as, may terminate this Agreement immediately upon delivery an investment company under the 1940 Act, (iv) [reserved], (v) has been identified in a prior written notice provided to the Rating Agency, and (vi) has been approved by a Majority of written the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor Collateral Servicer within 30 days of initial notice of the resignation or removal of the Collateral Servicer or (ii) a Majority of the Controlling Class does not approve the proposed successor Collateral Servicer nominated by the holders of the Subordinated Notes within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 30 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Servicer that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Servicer. If no successor Collateral Servicer is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the Collateral Servicer of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Servicer, any Change of Control occurs the resigning or removed Collateral Servicer, a Majority of the Subordinated Notes (disregarding Collateral Servicer Debt, unless 100% of the Subordinated Notes are Collateral Servicer Debt) and a Majority of the Controlling Class (disregarding Collateral Servicer Debt) shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Servicer, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any holder or beneficial owner of any Debt. (f) The successor Collateral Servicer shall be entitled to the Collateral Servicing Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Servicer shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Company Board holders of each Class of Debt voting separately by Class, including Collateral Servicer Debt. Upon the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Servicer, all authority and power of the Collateral Servicer hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor Collateral Servicer. The Issuer, the Collateral Trustee and the successor Collateral Servicer shall take such action (iior the Issuer shall cause the outgoing Collateral Servicer to take such action) for Causeconsistent with this Agreement and as shall be necessary to effect any such succession. (dg) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the terms other, except as provided in clause (i) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14. (i) In connection with any vote under this Agreement, in determining whether the holders of the “Budget Variance Cure Protocols” set forth on Exhibit B heretorequisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Servicer Debt is disregarded and deemed not to be Outstanding in connection with such vote and a Class of Debt entitled to vote is comprised entirely of Collateral Servicer Debt, then the Companymost senior Class of Debt that is not comprised entirely of Collateral Servicer Debt shall be entitled to exercise the specified voting rights, acting at disregarding any Collateral Servicer Debt, in lieu of such other Class of Debt. (j) Notwithstanding the direction foregoing, as a condition precedent to assuming the obligations of the Preferred Board MembersCollateral Servicer hereunder, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager any successor Collateral Servicer shall agree that, in the event the Collateral Servicer determines at any time that it is necessary or advisable under the E.U./UK Retention Requirement in effect at such time to transfer (or cause the transfer of) any Debt comprising the E.U./UK Retained Interest necessary to maintain compliance with such E.U./UK Retention Requirement, the successor Collateral Servicer shall acquire from the Collateral Servicer the minimum aggregate notional amount of such Debt necessary to maintain compliance with such E.U./UK Retention Requirement, at a Fiscal Year’s actual results (as determined following price equal to the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)fair value thereof.

Term Termination. (a) The term 7.1 Subject to the provisions of this Section, this Agreement shall commence on the effective date hereof of this Agreement and shall continue until terminated pursuant to Section 12 or this Section 13expire on December 31, 1999. (b) Notwithstanding anything herein 7.2 Upper Deck shall have the right to the contrary, terminate this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest giving of ten (10) days written notice to occur Micra upon the occurrence of any of the following: (i) the initiation any breach by Micra of any of the dissolution and liquidation provisions of this Agreement if such breach has not been cured within ten (10) days from the date of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, notice; (ii) breach of representations and warranties or covenants of Micra contained herein if such breach has not been cured within ten (10) days from the removal date of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, notice; (iii) the initiation appointment of any sale process receiver or the initiation of any other disposition of all or substantially all trustee to take possession of the Property and the other Real Estate Assets pursuant to Section 4.16 properties or assets of the Parent LP AgreementMicra; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that sale of Micra; (v) the insolvency of or filing of a voluntary petition in bankruptcy by Micra, the filing of a petition or commencement of any proceeding to have Micra declared bankrupt or insolvent, the appointment of a receiver or trustee for, or the execution by Micra of an assignment for benefit of creditors, or failure or inability by Micra to pay its debts as they become due; (vi) Micra acquires any interest in a business in competition with Upper Deck or is seven years after in any way taken over by a competing business; or (vii) Micra undergoes a significant change in its ownership and Micra is not the date hereofsurviving entity. In the event Micra breaches the Agreement, by (1) advertising or promoting the Products without the express, prior written approval of Upper Deck or (2) producing Products in excess of the limited edition size without the express prior written approval of Upper Deck, Micra shall immediately pay to Upper Deck One Hundred Thousand Dollars ($100,000.00) per breach. (c) The Company7.3 Following any termination of this Agreement, acting at the direction Micra shall cease all manufacture, distribution and sale of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for CauseProducts. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. 10.1 This Agreement, unless terminated as provided herein, shall remain in effect for the LIFE OF LICENSED PATENT(s). 10.2 In the event LICENSEE fails to timely make any payments due hereunder, HGS shall have the right to terminate this Agreement upon thirty (30) days written notice, unless LICENSEE makes such payments plus interest within the thirty (30) day notice period. If payments are not made, HGS may immediately terminate this Agreement. 10.3 In the event that LICENSEE, shall default in the performance of any obligations under this Agreement (other than as provided in 10.2 above which shall take precedence over any other default), including those set forth in Section 3, and if the default has not been remedied within sixty (60) days after the date of notice in writing of such default to the LICENSEE, HGS may immediately terminate this Agreement upon the expiration of said sixty (60) day notice period by written notice of LICENSEE. Notwithstanding the foregoing, HGS shall have the right to terminate this Agreement upon written notice to LICENSEE if LICENSEE fails to obtain or maintain insurance as set forth in Section 11.2 and such failure continues for ten (10) days after written notice thereof by HGS to LICENSEE. 10.4 In the event that LICENSEE shall make an assignment for the benefit of creditors that materially affect LICENSEE’s ability to perform under this Agreement, or shall have a petition in bankruptcy filed for or against it and such petition is not dismissed within ninety (90) days after such filing, HGS shall have the right to terminate this entire Agreement immediately upon giving LICENSEE written notice of such termination. 10.5 All sublicense agreements entered into by LICENSEE hereunder shall provide that, in the event of breach of this Agreement by LICENSEE that is not cured as provided for herein, sublicenses previously granted shall be honored and HGS shall be entitled, at its election, to take over all rights, duties, and obligations contained in said license agreements, as licensor, in LICENSEE’s name, place and stead. 10.6 LICENSEE shall have the right to terminate this Agreement by giving thirty (30) days advance written notice to HGS. (a) The term Upon termination of this Agreement for any reason, LICENSEE shall prepare a final report detailing its activities pursuant to this Agreement and any royalty payments and unreimbursed patent expenses due to HGS. Said report shall be submitted to HGS within thirty (30) days of termination of this Agreement. All outstanding royalty or other payments due HGS at the time of termination shall become immediately payable by LICENSEE. LICENSEE’s obligation to pay royalties accrued through the date of termination of this Agreement shall commence on the date hereof survive termination and shall continue until terminated pursuant be payable to Section 12 or this Section 13HGS as if the Agreement had not been terminated. (b) Notwithstanding anything herein to the contrary, Upon termination of this Agreement shall automatically and immediately terminate, without the requirement for any further action reason all licenses granted to LICENSEE and any sublicense permitted hereunder shall terminate and HGS’ ownership of the LICENSED PATENTS shall be unencumbered by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent license granted pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC this Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. 11. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall become effective as of the Closing Date and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes, the termination of the Indenture in accordance with its terms and the redemption of the Preference Shares; (ii) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Noteholders and the Preference Shareholders; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with this Section 12 or this Section 13. (b) Notwithstanding anything herein any other provisions hereof to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, Collateral Advisor may resign upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant 90 days’ written notice to the Company LLC AgreementIssuer, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property Rating Agencies and the other Real Estate Assets pursuant Trustee (or such shorter notice as is acceptable to Section 4.16 of the Parent LP AgreementIssuer); provided, however, that such resignation shall not be effective until the Alternative Voting System is then date as of which a successor Collateral Advisor has been appointed in effect accordance with Section 12(d) and a Person other than has accepted the General Partner was appointed to sell the Property and manage all aspects duties of the sale process, or (iv) the date that is seven years after the date hereofsuccessor Collateral Advisor hereunder. The Issuer will use its commercially reasonable efforts to appoint a successor Collateral Advisor to assume such duties and obligations. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate If this Agreement immediately upon delivery of written notice of is terminated pursuant to this Section 12 or Section 13, such termination will be without any further liability or obligation of either party to the Asset Manager (i) other, except as provided in the event that any Change of Control occurs without the prior written consent of the Company Board Sections 8, 10, 14, 22 and (ii) for Cause32. (d) Subject Notwithstanding anything in this Agreement to the contrary, any resignation or removal of the Collateral Advisor pursuant to Section 12(b) or 13 or (except as provided in Sections 12(a)(i) or 12(a)(ii) hereof) termination of this Agreement shall be effective only upon (i) the appointment by the Issuer, at the direction of a Majority-in-Interest of Preference Shareholders (including any Preference Shares that are Collateral Advisor Securities) of an institution as successor Collateral Advisor that is not an Affiliate of the Collateral Advisor, provided that the holders of a Majority of the Aggregate Outstanding Amount of each Class of Notes do not disapprove of such institution within 30 days of notice of such appointment, and such institution (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Advisor under this Agreement, (B) is legally qualified and has the capacity to act as Collateral Advisor under this Agreement as successor to the Collateral Advisor, (C) has agreed in writing to assume all of the responsibilities, duties and obligations of the Collateral Advisor under this Agreement and under the applicable terms of the Indenture, (D) shall not cause the Issuer, the Co-Issuer or the Collateral to be required to register as an investment company under the Investment Company Act and (E) shall not cause, or be reasonably expected to cause, the Issuer to lose its status as a qualified REIT subsidiary (clauses (A) through (E), the “Replacement Advisor Conditions”); and (ii) satisfaction of the Rating Condition with respect to such appointment. The Issuer, the Trustee and the successor Collateral Advisor shall take such action (or cause the outgoing Collateral Advisor to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, Indenture applicable to the Company, acting at Collateral Advisor as shall be necessary to effectuate any such succession. If the direction Collateral Advisor shall resign or be removed but a successor Collateral Advisor shall not have assumed all of the Preferred Board Members, may terminate Collateral Advisor’s duties and obligations under this Agreement immediately upon delivery of written within 60 days after the Collateral Advisor gives notice to the Asset Manager in Issuer of such resignation or the Issuer or the Trustee gives notice to the Collateral Advisor of such removal, then the Holders of a Majority of the Controlling Class will have the right to appoint a successor Collateral Advisor that satisfies the Replacement Advisor Conditions. In the event that the Collateral Advisor is terminated or resigns and neither the Issuer nor the Trustee shall have appointed a Fiscal Year’s actual results (as determined successor on or prior to the date that is 90 days following the date of the termination notice, the Collateral Advisor will be entitled to appoint a successor and will so appoint a successor within 90 days thereafter, subject to such successor’s satisfaction of the Replacement Advisor Conditions and the approval of such successor by Holders of a Majority of each Class of Notes and a Majority-in-Interest of Preference Shareholders. In lieu thereof, or, if the successor Collateral Advisor appointed by the resigning or removed Collateral Advisor is disapproved, the resigning or removed Collateral Advisor, the Issuer or the holders of at least 25% of the Voting Percentages of the Preference Shares or Holders of at least 25% of the Aggregate Outstanding Amount of any Class of Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Advisor, which appointment shall not require the consent of, nor be subject to the disapproval of, the Issuer or any holder of Notes or Preference Shares. (e) Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a particular Line Item (as defined successor Collateral Advisor of such appointment, all authority and power of the Collateral Advisor under this Agreement and the Indenture, whether with respect to the Collateral Debt Securities or otherwise, shall automatically and without further action by any Person pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)successor Collateral Advisor.

Term Termination. (a) The term 5.1 Subject to the provisions of this Section 5, this Agreement shall commence on the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13expire on May 31, 2002. (b) Notwithstanding anything herein 5.2 In the event that ▇▇▇▇▇ ▇▇▇▇▇ for any reason whatsoever ceases to be actively involved in the contrarybusiness, operations and affairs of PII, including for greater certainty the performance of PII's duties hereunder, or PII takes any action, step or proceeding which materially and adversely affects the reputation or business of either MSSI or MICRA, this Agreement shall automatically immediately terminate and immediately terminate, be of no further force or effect. Any termination of this Agreement by MSSI or MICRA pursuant to this Section 5.3 shall be without prejudice to the requirement for rights of MSSI or MICRA and shall not relieve PII of any further action by any Party, of its obligations that may arise as a result of a prior breach of its obligations hereunder. 5.3 Each of the parties shall have the right to terminate this Agreement upon the earliest giving of ten (10) days written notice to occur the other parties upon the occurrence of any of the following: (i) the initiation any breach by any of the dissolution and liquidation parties of any of the Parent pursuant to Article 10 provisions of this Agreement if such breach has not been cured within ten (10) days from the date of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, notice; (ii) the removal any breach of the General Partner as the general partner representations, warranties, covenants of any of the Parent pursuant to Section 4.13 parties contained herein if such breach has not been cured within ten (10) days from the date of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, notice; (iii) the initiation appointment of any sale process receiver or trustee to take possession of the initiation properties or assets of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreementparties; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that insolvency of or filing of a petition or commencement of any proceeding to have any of the other parties declared bankrupt or insolvent, the appointment of a receiver or trustee for, or the execution by the other parties of an assignment for benefit of creditors, or failure or inability by any of the other parties to pay its debts as they become due; or (v) if PII acquires any interest in a business in competition with MICRA or MSSI or is seven years after the date hereofin any way taken over by a business in competition with MICRA or MSSI. (c) The Company, acting at the direction 5.4 Notwithstanding any termination of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery pursuant to Section 5.1 or by MSSI or MICRA pursuant to Sections 5.2 or 5.3, MSSI and MICRA shall remain responsible for the payment of written notice of such termination all fees otherwise payable to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (iiPII pursuant to Section 3.3(i) for Causeso long as such Licenses are in full force and effect, including any renewals thereof. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or any other Persona Majority of the Preferred Shares has nominated such successor, may terminate this Agreement immediately upon delivery it shall be deemed to have approved of written such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis. (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon the later of the expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice (or such shorter notice as is acceptable to the contraryIssuer) to the Issuer, the Trustee (who will forward such notice to each Holder), and each Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and each Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the Co-Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer or the Co-Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to each Rating Agency. (h) In the direction event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term of this This Agreement shall commence on the date hereof Effective Date and shall continue until in effect, unless terminated pursuant to Section 12 Subsection 5(b) or (c) below, for as long as any Order Schedule entered into pursuant to this Section 13Agreement remains in effect. Unless otherwise specified in the applicable Order Schedule, the term of each Order Schedule will commence on the commencement date stated therein (the “Commencement Date”) and continue for the duration of the initial term stated therein (the “Initial Term”), and shall automatically renew for three successive (3) year terms (each a “Renewal Term”) following the Initial Term unless either party notifies the other in writing of its decision not to renew the term of the applicable Order Schedule at least sixty (60) days prior to the expiration of the term then in effect. In the event of any termination of this Agreement, each Order Schedule shall automatically terminate without action by either party. (b) Notwithstanding anything herein In the event of any material breach by either party, the other party may terminate this Agreement by giving thirty (30) days prior written notice thereof to the contrarybreaching party, this Agreement which notice shall automatically and immediately terminate, without specify the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation nature of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreementbreach; provided, however that such termination shall not take effect if the Alternative Voting System is then in effect and a Person other than breaching party cures or corrects the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofbreach within such notice period. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, This Agreement may terminate this Agreement be terminated immediately upon delivery of written notice of such termination from the other party if either party becomes insolvent, bankrupt, enters into an arrangement with its creditors, votes to appoint an administrator or trustee, or becomes subject to the Asset Manager exercise of powers by a secured creditor (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Causeincluding having a receiver or manager appointed). (d) Subject Licensee understands that its right to the terms receive and use those portions of the “Budget Variance Cure Protocols” set forth Custom Indices and Underlying Data provided by S&P pursuant to licenses granted to S&P by third-party licensors is subject to termination without liability on Exhibit B heretothe part of S&P in the event such third-party licenses are terminated. Licensee agrees and acknowledges that, in the event the Custom Indices and Underlying Data contain data from a third-party licensor and/or are made available on various Stock Exchanges, Commodity Exchanges, and other sources (collectively, the Company“Sources”), acting at such third-party licensor and/or Sources may require Licensee to enter into separate agreements directly with the direction applicable third party and/or impose additional fees on Licensee either directly or through S&P. In the event S&P receives notice from any Source and/or a third-party licensor during the term of the Preferred Board Members, may terminate this Agreement immediately that Licensee has failed to enter into an agreement with such Source or such third-party licensor and/or has failed to pay any additional fees provided in the agreement with such Source or such third-party licensor, S&P shall have the right to discontinue the maintenance, calculation and dissemination of each and every applicable Custom Index upon delivery of written notice to Licensee; provided, however, that such written notice of discontinuance must be provided by S&P to Licensee within sixty (60) days prior to such proposed discontinuance, and Licensee shall be given the Asset Manager in the event opportunity to cure. Upon any discontinuation by S&P of one or more Custom Indices or a portion thereof pursuant to this Subsection 5(d), S&P may terminate that a Fiscal Year’s actual results (as determined following portion of the applicable year-endOrder Schedule that relates to such discontinued material and, in such event, S&P shall have no liability other than to make a pro rata refund to Licensee of any unearned fees that have been prepaid by Licensee. (e) with respect Upon any termination of this Agreement, S&P shall immediately discontinue performing all maintenance, calculation and other responsibilities hereunder. (f) Except as otherwise expressly provided in an Order Schedule, upon any termination of this Agreement, Licensee shall cease any and all uses of the Custom Indices and Underlying Data and shall delete, remove or otherwise purge the Custom Indices and all Underlying Data, including any copies thereof, from all of Licensee’s electronic distribution systems and, upon request, certify to a particular Line Item (as defined S&P in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)writing that it has done so.

Term Termination. (a) The term of Bank may terminate Professional’s participation in the Program, and this Agreement, at any time, if (i) Professional breaches this Agreement shall commence or any agreement between Professional and an affiliate of Bank, (ii) Bank determines that (x) Professional’s financial condition has deteriorated or Professional otherwise ceases to meet Bank’s Professional underwriting criteria, or (y) there are an excessive number of disputes between Professional and Qualified Cardholders, (iii) Professional is no longer a participant in the CardCredit provider network or Bank’s agreement with CareCredit is terminated, (iv) Professional undergoes a change of control, (v) Professional or any person owning or controlling Professional’s business is or becomes listed in the MATCH file (Member Alert to Control High-Risk merchants) maintained by Visa and MasterCard, (vi) any Association notifies Bank that it is no longer willing to accept Professional’s Charge Transaction Data, or (vii) Bank determines that circumstances relating to Professional have or could create harm to or loss of goodwill to an Association or Bank. Bank may also terminate this Agreement or Professional’s participation in the Program, without cause upon fifteen (15) days written notice to Professional. Professional may terminate this Agreement without cause on fifteen (15) days’ prior written notice to Bank. This Agreement will automatically terminate if a petition in bankruptcy is filed involving Professional. Professional acknowledges that if Bank terminates this Agreement for cause, Bank may place Professional on the date hereof MATCH File (or any similar or successor reporting service) and Professional shall continue until terminated pursuant to Section 12 or this Section 13indemnify and hold Bank harmless as a result of such placement. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action termination by any Party, upon the earliest to occur of either party (i) the initiation terms of the dissolution and liquidation of the Parent pursuant this Agreement will continue to Article 10 of the Parent LP Agreement apply to any Accounts established or the Company pursuant Qualified Card transactions occurring, prior to the Company LLC Agreementeffective termination date (by way of example, settlement, returns, submission of credits, and processing of chargebacks), (ii) without limiting the removal provisions of clause (i), the General Partner as the general partner provisions of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner Sections 3(d), (when 3g), 5, 6, 7, 8(d), 9, 11, 12, 13(d) and 14 will survive such General Partner is an Affiliate of CTT Partner) in such capacitytermination, and (iii) the initiation Bank may use Professional’s name and marks for purposes of any sale process liquidating, administering or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofcollecting Accounts. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to the Asset Manager in the event that a Fiscal Year’s actual results (as determined following the applicable year-end) with respect to a particular Line Item (as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B).

Term Termination. (a) The Unless otherwise terminated in accordance with this Agreement, the term of this Agreement shall commence begin on the date hereof Effective Date and will continue for a period of three (3) year(s) after the Effective Date (the “Term”). Vendor shall continue until terminated pursuant to Section 12 or this Section 13begin and complete the Services on the dates specified in the Statement of Work. (b) Notwithstanding anything herein to the contrary, Either party may terminate this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation due to a material breach of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP this Agreement or the Company pursuant to Statement of Work by the Company LLC Agreement, other party if such material breach remains uncured for a period of thirty (30) days following receipt of written notice by the breaching party; and (ii) by giving (30) days’ written notice to the removal of other party in the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner event of: (when such General Partner is an Affiliate of CTT PartnerA) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition transfer of all or substantially all of the Property and the such other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreementparty’s assets; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (ivB) the date that is seven years after the date hereofany acquisition of a controlling interest in such other party’s voting stock. (c) The Company, acting at Intuit reserves the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may right to terminate this Agreement immediately upon delivery if Vendor fails to comply with any of written notice of such the performance requirements set forth in the Service Level Attachment, attached hereto as Exhibit C. The termination right granted to Intuit under this Section 8(c) shall not limit or prevent Intuit from terminating this Agreement for any other basis permitted under this Agreement. In addition, the rights and remedies set forth in this Section are in addition to the Asset Manager corrective actions and specific remedies set forth in the Exhibit C, which shall be cumulative. Intuit’s right to terminate pursuant to this Section 8(c) shall be subject to the following procedure: (i) Intuit may notify Vendor in the event that writing of any Change performance deficiencies within fourteen (14) days of Control occurs without the prior written consent receipt of the Company Board monthly report regarding performance. Vendor will have ten (10) days after receipt of such notice to prepare a plan to correct the deficiency, and twenty (20) days after receipt of such notice to complete correction of the deficiency. (ii) for CauseIntuit will have the option to terminate this Agreement if (i) Intuit gives more than one (1) notice of deficiency relating to substantially the same performance level requirement set forth in Exhibit C within any twelve (12) month period during the Term, (ii) Vendor fails to prepare a plan to correct a deficiency within ten (10) days or to fully implement a correction to a deficiency within twenty (20) days of receipt of any notice of deficiency, or (iii) Intuit issues three (3) or more notices of deficiency during any consecutive eighteen (18) month period (regardless of whether such notices relate to the same or different performance level requirements). Intuit’s termination right under this Section 8(c) may be exercised upon thirty (30) calendar days from the date of such notice, and Vendor shall have no further right to cure any such deficiency. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, Either party may terminate this Agreement immediately for convenience, without cause, upon delivery of at least one hundred eighty (180) days’ prior written notice to the Asset Manager other party. (e) In the event of an early termination of this Agreement, Intuit shall compensate Vendor for the Services provided on or before the effective date of the termination and shall compensate Vendor for any approved disbursements and out-of-pocket expenses reasonably incurred by Vendor in connection with this Agreement. Upon termination or expiration of this Agreement, or at any prior time upon the request of Intuit, Vendor will promptly deliver to Intuit or its designee, all Inventory in its possession and all Confidential Information and Materials (as hereinafter defined) Vendor agrees not to retain any copies of Confidential Information or Materials after the termination or expiration of this Agreement. All Inventory shall be returned in substantially the same condition as it was received by Vendor. Notwithstanding the foregoing, if Intuit or Vendor terminates this Agreement in accordance with Section 8, Intuit shall be responsible for the costs of removing the Inventory and delivering it to a new location. (f) Prior to the effective date of the termination or expiration of this Agreement, Vendor and Intuit shall develop a mutually acceptable plan to permit Intuit to transition the Services in a seamless manner to a succeeding service provider. Vendor agrees to provide reasonable assistance to Intuit in the event that provision any transition assistance, including, but not limited to, relocation of Inventory, employment of full-time staffing necessary for management of the Inventory transition plan, technical assistance in transitioning and integrating existing databases and information technology systems with alternative solutions, assistance in transitioning to alternative transportation providers, managing Customer service responsibilities transition including returns processing, and providing a Fiscal Year’s actual results dedicated program manager for a period of thirty (as determined 30) days following the applicable year-endrelocation of the Inventory. (g) with respect to a particular Line Item (The provisions of Sections 7, 8(e), 8(f), 8(g), 11, 12, 13, 14, 15, 16 and 18 as defined in Exhibit B) are outside well as corresponding provisions of any of the applicable Allowable Variance Limits (as defined in Exhibit B)Exhibits, will survive any termination or expiration of this Agreement.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ (or such shorter notice as is acceptable to the contraryIssuer) prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agencies; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agencies; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agencies. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any other Person, may terminate this Agreement immediately upon delivery tax liability imposed under Section 1446 of written the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor ▇▇▇▇▇▇▇▇▇▇ Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board and (ii) for CauseHolders of each Class of Securities, including Collateral Manager Securities. (dg) Subject The Issuer, the Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon the later of the expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. 10.1 This Foundation Agreement shall continue in effect unless otherwise terminated in accordance with this section. 10.2 This Foundation Agreement and/or applicable Module(s) and/or the applicable Transaction Document may be terminated by either Party (a) The term of this Agreement shall commence on upon a material breach by the date hereof and shall continue until terminated pursuant to Section 12 or this Section 13. (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically and immediately terminate, without the requirement for any further action by any other Party, upon the earliest to occur provided that, in each instance of a claimed breach: (i) the initiation non-breaching Party notifies the breaching Party in writing of the dissolution such breach; and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal breaching Party fails to either cure such breach within thirty (30) days (or such other period as mutually agreed by the Parties) from receipt of such notice; (b) upon insolvency of the General Partner as the general partner other Party, if permitted by law. The foregoing notwithstanding, any breach by Customer of licenses and/or rights granted pursuant to this Agreement shall constitute an incurable material breach by Customer; and, CA may immediately terminate all of Customer’s use rights and licenses, (subscription-based, perpetual, access and use), upon written notice to Customer, and Customer must either: a) delete all full or partial copies of the Parent pursuant CA Software and SaaS instances from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to Section 4.13 ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the Parent LP CA Software. Such termination shall not relieve Customer from its obligations as set forth within the related Transaction Document. 10.3 Termination does not release either Party from any liability which, at the time of such termination, had already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of this Foundation Agreement or the voluntary resignation Agreement. Excepting for termination based on CA’s uncured material breach, all fees are non-cancellable and non- refundable unless a prorated refund applies. In the event of the General Partner (when such General Partner is termination by CA for an Affiliate of CTT Partner) in such capacityuncured material breach by Customer, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property fees shall immediately become due and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofpayable. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, 10.4 Customer may terminate this Agreement as well as any and all other agreements under which Customer may procure any CA offering (but in all cases excluding any hardware offerings and associated support contracts therefor) together with each and all Transaction Documents (or any order forms or other ordering documents) in effect between the Parties as of the date of termination (collectively, for purposes of this section, the “Agreement”), without cause and without further charge or expense at any time, immediately upon delivery of written notice of such termination to the Asset Manager (i) in the event that any Change of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery of written notice to CA sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. On or after the Asset Manager termination date, with the exception of any fully paid-up Perpetual Licenses if the termination is effective after the initial Term, Customer must either: a) delete all full or partial copies of the CA Software from all computing or storage equipment, and verify such deletion in a statement signed by a Vice-President or a duly authorized representative and sent to ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, or b) return to CA all full or partial copies of the CA Software. Once Customer’s verification or the CA Software copies are received, CA will pay Customer, or CA Partner, a pro-rata refund of any License, SaaS and/or Support fees Customer or CA Partner pre-paid (“Refund Fees”) in accordance with the paragraph below. Refund Fees will be calculated on the number of months remaining in the event that a Fiscal Year’s actual results (as determined following Term of the applicable yearTransaction Document. If the CA Software is licensed under a Perpetual License, Customer, or CA Partner as appropriate, will receive a pro-end) with respect rated refund of the License Fee paid to a particular Line Item (as defined in Exhibit B) are outside CA only if notice of termination is issued during the initial Term of the applicable Allowable Variance Limits Transaction Document. 10.5 Notwithstanding the foregoing paragraph, if the Agreement is terminated without cause, neither Party shall have further obligations under the Agreement, except that the Parties shall remain bound by the obligations within the Survival section of this Foundation Agreement. Refund Fees will be paid within sixty (60) days to Customer (or CA Partner who will process the invoicing or reimbursement of fees to Customer as appropriate and under the commercial terms between the CA Partner and Customer), from the termination date, and any unpaid fees reflecting the Services (defined in Exhibit B)as may be applicable: software license, SaaS, maintenance and professional services for purposes of this section) delivered prior to the termination date shall become immediately due.

Term Termination. (a) The term This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the payment in full of the Securities and the Secured Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the terms of the Indenture; or (iii) the termination of this Agreement shall commence on the date hereof and shall continue until terminated pursuant to in accordance with clause (b) or (c) of this Section 12 or Section 14 of this Section 13Agreement. (b) Notwithstanding anything herein This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign upon 90 days’ prior written notice to the contraryIssuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, however, that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement shall automatically and immediately terminate, without the requirement for any further action by any Party, upon the earliest to occur delivered an instrument of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant acceptance to the Company LLC Agreement, (ii) Issuer and the removal of resigned Collateral Manager and the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially successor collateral manager has effectively assumed all of the Property Collateral Manager’s duties and the other Real Estate Assets obligations pursuant to Section 4.16 of the Parent LP this Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof. (c) The CompanyIf this Agreement is terminated pursuant to this Section 12, acting such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities or Secured Debt are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Board Members Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and acting without consent or approval of any other members competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Board Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or any other Persona Majority of the Preferred Shares has nominated such successor, may terminate this Agreement immediately upon delivery it shall be deemed to have approved of written such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis. (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the holders of the Preferred Shares within 10 days of the date of the notice of such termination to nomination, then a Majority of the Asset Manager Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor ▇▇▇▇▇▇▇▇▇▇ Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor ▇▇▇▇▇▇▇▇▇▇ Manager is appointed within 90 days (or, in the event that of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, any Change of Control occurs the Collateral Manager, a Majority of the Preferred Shares and the Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities and Secured Debt. (f) Any successor Collateral Manager shall be entitled to the Base Management Fee and the Subordinated Management Fee accruing from the effective date of its appointment. No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Company Board Holders of each Class of Securities and (ii) for CauseSecured Debt, including Collateral Manager Securities. (dg) Subject The Issuer, the Collateral Trustee and the successor collateral manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. Promptly following the appointment of a successor collateral manager in accordance with the foregoing, the Company, acting at Issuer shall provide written notice thereof to the direction Rating Agency. (h) In the event of removal of the Preferred Board Members, may terminate Collateral Manager pursuant to this Agreement immediately upon delivery by the Issuer, the Issuer shall have all of written the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer may by notice in writing to the Asset Collateral Manager in as provided under this Agreement terminate all the event rights and obligations of the Collateral Manager under this Agreement (except those that a Fiscal Year’s actual results (as determined following survive termination pursuant to Section 12(c) above). Upon the later of the expiration of the applicable year-end) notice period with respect to a particular Line Item (termination specified in this Section 12 or Section 14 of this Agreement, as defined applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any person or entity pass to and be vested in Exhibit B) are outside the applicable Allowable Variance Limits (successor collateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) The term This Agreement shall continue in force until the first of the following occurs: (i) the payment in full or redemption in whole of the Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders; or (iii) the termination of this Agreement in accordance with Section 12(b) or (c) or Section 13. In the absence of the circumstances described in clause (i) or (ii) of the preceding sentence, no termination of this Agreement or any removal or resignation of the Collateral Manager shall commence on be effective until written acceptance of appointment by a successor Collateral Manager and the date hereof effective assumption by such successor collateral manager of the duties of the Collateral Manager have been received. The Collateral Manager hereby acknowledges and agrees that the Collateral Manager shall continue to perform its obligations hereunder and under the Indenture in the manner provided herein and therein until terminated pursuant to Section 12 the payment in full or this Section 13redemption in whole of the Securities and the termination of the Indenture in accordance with its terms unless any of the events described in clause (ii) or (iii) of the second preceding sentence occur prior thereto. (b) Notwithstanding anything herein any other provision hereof to the contrary, this Agreement shall automatically may be terminated without cause by the Collateral Manager, and immediately terminate, without the requirement for any further action by any PartyCollateral Manager may resign, upon 90 days’ prior written notice to the earliest Issuer and the Trustee (or such shorter notice as is acceptable to occur the Issuer and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of (i) any material change in applicable law or regulations that renders the initiation performance by the Collateral Manager of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP its duties under this Agreement or under the Company pursuant Indenture to the Company LLC Agreement, (ii) the removal be a violation of the General Partner as the general partner of the Parent pursuant such law or regulation). The Issuer shall use its best efforts to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when appoint a successor Collateral Manager to assume such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property duties and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereofobligations. (c) The Company, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this This Agreement immediately upon delivery of written notice of such termination to the Asset Manager (i) shall be automatically terminated in the event that the Board of Managers determines in good faith that the Issuer or any Change of Control occurs without the prior written consent portion of the pool of Assets has become required to register as an investment company under the provisions of the Investment Company Board Act by virtue of any action taken by the Collateral Manager (and (ii) for Causesuch requirement has not been eliminated after a period of 45 days), and the Issuer notifies the Collateral Manager thereof. (d) Subject If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 2(h)(i), 6, 8(c), 10, 14, 15 and 33, which provisions shall survive the termination of this Agreement. (e) Within 30 days of the resignation, termination or removal of the Collateral Manager pursuant to Section 12 or 13 while any of the Securities are outstanding, a Majority of the Preferred Interests shall propose a successor Collateral Manager to the Issuer that satisfies the criteria set forth in clause (g) below by delivering notice thereof to the Trustee, the Collateral Manager and the Holders of the Controlling Class. A Majority of the Controlling Class shall have 30 days from receipt of such notice to (i) object to such successor collateral manager, and (ii) propose a successor collateral manager that satisfies the criteria set forth in clause (g) below by delivering notice of such objection and proposed successor to the Trustee, the Collateral Manager and the Holders of the Preferred Interests. If no such notice is received by the Trustee within such time period, such proposed successor collateral manager shall be appointed Collateral Manager. If, however, such notice is received by the Trustee within such time period, a Majority of the Preferred Interests shall have 30 days from receipt of such notice to (i) object to such successor collateral manager, and (ii) propose a successor collateral manager that satisfies the criteria set forth in clause (g) below by delivery of notice of such objection and proposed successor to the Trustee, the Collateral Manager and the Holders of the Controlling Class. If no such notice is received by the Trustee within such time period, such proposed successor collateral manager shall be appointed Collateral Manager. If, however, such notice is received by the Trustee within such time period, a Majority of the Controlling Class shall have 30 days from receipt of such notice to (i) object to such successor collateral manager, and (ii) propose a successor collateral manager that satisfies the criteria set forth in clause (g) below by delivery of notice of such objection and proposed successor to the Trustee, the Collateral Manager and the Holders of the Preferred Interests. If such notice is received by the Trustee within such time period, a Majority of the Preferred Interests shall have 30 days from receipt of such notice to object to such successor collateral manager by delivery of notice of such objection to the Trustee, the Collateral Manager and the Holders of the Controlling Class. If no such notice of objection is received by the Trustee within such time period, such successor collateral manager proposed by a Majority of the Controlling Class will be appointed Collateral Manager. (f) Notwithstanding the foregoing, if no successor Collateral Manager shall have been appointed by the Issuer or an instrument of acceptance by a successor Collateral Manager shall not have been delivered as provided in clause (g) below within 180 days following the date of resignation, termination or removal of the Collateral Manager, the Collateral Manager, a Majority of the Preferred Interests or a Majority of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Collateral Manager without the approval of any Holders of Securities. If neither the Collateral Manager, a Majority of the Preferred Interests nor the Majority of the Controlling Class shall petition a court of competent jurisdiction within 45 days of having the right to do so, then any Holder of Securities of the Controlling Class may so petition. (g) Any successor collateral manager shall be an institution that (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager, (ii) is legally qualified and has the capacity to act as collateral manager and assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretoIndenture, (iii) by its appointment will not cause or result in the Company, acting at the direction Issuer or any portion of the Preferred Board Members, may terminate Assets becoming required to register under the provisions of the Investment Company Act and (iv) has accepted its appointment in writing and has agreed to perform all duties of the Collateral Manager pursuant to this Agreement immediately upon delivery and any letter agreement that the Collateral Manager executed in connection with its duties hereunder. (h) Upon the acceptance by a successor Collateral Manager of written notice to such appointment, all rights and obligations of the Asset Collateral Manager under this Agreement shall terminate, except as provided in the event that a Fiscal Year’s actual results (as determined following Sections 2(h)(i), 6, 8(c), 10, 14(a), 15 and 33. Upon expiration of the applicable year-end) notice period with respect to termination specified in this Section 12 or Section 13, as applicable, and upon the acceptance by a particular Line Item (successor Collateral Manager of such appointment, all authority and power of the Collateral Manager under this Agreement and the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Collateral Manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as defined in Exhibit B) are outside the applicable Allowable Variance Limits (as defined in Exhibit B)may be reasonably necessary to transfer such authority and power.

Term Termination. (a) 15.1 The term of this Agreement shall commence on the date hereof Effective Date and shall continue until terminate two years later, unless earlier terminated pursuant to Section 12 or as provided in this Section 13. 15 or otherwise rightfully terminated. Unless either party shall give the other written notice sixty (b60) Notwithstanding anything herein days prior to the contraryexpiration of the then current term, this Agreement shall automatically renew for successive periods of one year each subject to the notice and immediately terminatetermination rights herein contained. 15.2 Either party may, without at its option, terminate this Agreement and, the requirement for any further action by any PartyLicenses granted hereunder, upon the earliest to occur of if either (i1) the initiation of the dissolution and liquidation of the Parent pursuant other party fails to Article 10 of the Parent LP Agreement or the Company pursuant make any payment to the Company LLC non-breaching party hereunder when due, (2) the other party fails to meet any of its other obligations under this Agreement, and such failure continues uncured ten (ii10) days following written notice thereof, (3) the removal of other party declares bankruptcy or is adjudicated bankruptcy, or (4) a receiver or trustee shall be appointed for the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all party or substantially all of its assets. 15.3 The obligations of OEM in Section 13 shall survive termination of this Agreement and shall remain in effect until the Property earlier of such time as the Confidential Information becomes in the public domain or three (3) years after termination of this Agreement. Upon termination of this Agreement, OEM shall discontinue marketing and the other Real Estate Assets pursuant to Section 4.16 reproduction of the Parent LP Agreement; Product, provided, that unless the Alternative Voting System is then in effect and a Person other than termination was by reason of default by OEM, OEM may fulfill orders received through the General Partner was appointed date of termination, subject to sell the Property and manage all aspects payment of the sale processapplicable Per Copy Royalty. Upon termination OEM shall promptly return and make no further use of property, or (iv) the date that is seven years after the date hereofmaterials and other items and all copies thereof belonging to MCAFEE relating to this Agreement. (c) The Company15.4 This Agreement is executory in nature and so long as OEM has any continuing obligations hereunder, acting at MCAFEE shall be entitled to protect the direction master reproduction diskettes of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, may terminate this Agreement immediately upon delivery of written notice of such termination to the Asset Manager (iLicensed Program(s) by impounding in the event that OEM fails to promptly perform any Change of Control occurs without obligation under this Agreement which would fully protect MCAFEE's proprietary rights. No trustee, receiver or debtor in possession may retain the prior written consent Licensed Program(s) in any form or sell or License any Product(s), unless all of the Company Board provisions of 11 U.S.C Section 365 of the United States Bankruptcy Act have been complied with and (ii) for CauseMCAFEE is adequately protected. (d) Subject 15.5 OEM understands and acknowledges that violation of OEM's obligations pursuant to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B hereto, the Company, acting at the direction of the Preferred Board Members, may terminate this Agreement immediately upon delivery and the EXHIBIT "A" and EXHIBITS may cause MCAFEE irreparable harm and damage, which may not be recovered at law, and OEM agrees that MCAFEE's remedies for breach of written notice to the Asset Manager this Agreement may be in the event that a Fiscal Year’s actual results (equity by way of injunctive relief, as determined following the applicable year-end) with respect to a particular Line Item (as defined well and any other relief available, whether in Exhibit B) are outside the applicable Allowable Variance Limits (as defined law or in Exhibit B)equity.

Term Termination. (a) 9.1. The term of this Agreement shall commence on as of the date hereof and of this Agreement and, unless earlier terminated in accordance herewith, shall continue until terminated pursuant to Section 12 or this Section 13. for an initial one (b1) year term. The term hereof shall be automatically renewed thereafter for successive one (1) year terms. Notwithstanding anything herein to the contraryforegoing, either party may terminate this Agreement shall automatically and immediately terminateat any time by providing at least ninety (90) days prior written notice of its intention to terminate this Agreement. If, without the requirement for any further action by any Party, upon the earliest to occur of (i) the initiation of the dissolution and liquidation of the Parent pursuant to Article 10 of the Parent LP Agreement or the Company pursuant to the Company LLC Agreement, (ii) the removal of the General Partner as the general partner of the Parent pursuant to Section 4.13 of the Parent LP Agreement or the voluntary resignation of the General Partner (when such General Partner is an Affiliate of CTT Partner) in such capacity, (iii) the initiation of any sale process or the initiation of any other disposition of all or substantially all of the Property and the other Real Estate Assets pursuant to Section 4.16 of the Parent LP Agreement; provided, that the Alternative Voting System is then in effect and a Person other than the General Partner was appointed to sell the Property and manage all aspects of the sale process, or (iv) the date that is seven years after the date hereof, HMO revises the Provider Manual pursuant to the provisions herein or otherwise changes its operational policies pursuant to Section 2.5 herein, and Provider does not agree with such changes, Provider may exercise its right to terminate this Agreement as provided in this Section 9.1, unless such changes were requested by the Commonwealth or the Department. If Provider opts to terminate this Agreement because Provider does not agree with any such new operational policies, during the interim between implementation of the new operational policies and the termination of this Agreement, Provider will not be obligated to comply with the new operational policies; provided, however, Provider must have delivered prior written notice of termination to HMO at least ten (10) days prior to implementation of the new operational policies and the new operational policies must not be required by either the Commonwealth or the Department. (c) The Company9.2. Notwithstanding the above, acting at the direction of the Preferred Board Members and acting without consent or approval of any other members of the Company Board or any other Person, HMO may terminate this Agreement immediately upon delivery in the event any of written notice the following occur: 9.2.1. In the event that Provider (or, if Provider is a group, any Group Provider or allied dental health professional) is expelled, disciplined, barred from participation in, or suspended from receiving payment under any State's Medicaid Program or the Medicare Program. 9.2.2. Upon the loss or suspension of such termination to the Asset Manager Provider's Professional Liability coverage as set forth under this Agreement. 9.2.3. If Provider (or, if Provider is a Group, any Group Provider or allied dental health professional) (i) in fails to satisfy any or all of the credentialing requirements of HMO, (ii) fails to cooperate with or abide by HMO's Quality Management Program, including data reporting, or (iii) is guilty of any conduct tending to injure the business reputation of HMO. 9.2.4. Upon termination of the State Contract for any reason. 9.3. In the event that any Change either Party commits a material breach of Control occurs without the prior written consent of the Company Board and (ii) for Cause. (d) Subject to the terms of the “Budget Variance Cure Protocols” set forth on Exhibit B heretothis Agreement, the Companyother than those described in Section 9.2, acting at the direction of the Preferred Board Members, non- breaching party may terminate this Agreement immediately upon delivery of by giving thirty (30) days written notice (the "Thirty Day Period") to the Asset Manager breaching party; provided, however, termination shall not be effective if the breach or default is corrected in a manner reasonably satisfactory to the non-breaching party within the Thirty Day Period. 9.4. In the event that Provider terminates contract, HMO will request a Fiscal Yearlist of HMO’s actual results (as determined following Members who are receiving ongoing care from the applicable year-end) with respect Provider to a particular Line Item (as defined in Exhibit B) are outside be provided to HMO no less than 60 days prior to the applicable Allowable Variance Limits (as defined in Exhibit B)effective date of termination. Notification will be sent by the HMO to these Members at least 30 days prior to the date of the Provider’s termination.