Common use of Term Termination Clause in Contracts

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until [July , 2027] (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless terminated by either party in accordance with this Section 10. (b) Subject to Section 11 below, neither Residential nor the Partnership may terminate this Agreement unless (i) in the case of a majority consisting termination by the Partnership, the General Partner determines that there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the Partnership or (ii) in the case of a termination by Residential, at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably (as defined herein) agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the Company Residential or (iiy) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Asset Manager hereunder is unfairunreasonable; provided, provided that the Company Residential shall not have the right to terminate this Agreement under clause (iiii)(y) foregoing 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 have determined determines to be fairreasonable pursuant to the procedure set forth below. If Residential or the Company Partnership elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term Renewal Term as set forth above, Residential or the Company Partnership, as applicable (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of the Companysuch Terminating Party’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a10(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company Terminating Party so elects not to renew this Agreement, the Company such Terminating Party shall designate the date (the “Effective Termination Date”), not less than 60 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement 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 the Management Fee such compensation by delivering to the CompanyResidential, no fewer than forty-five (45) 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 Company 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Asset Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and Each of the Manager agree parties agrees to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company Residential and the Asset Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Asset Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) . For purposes of this Agreement, “Independent Directors” shall mean the Company shall pay to members of the Board of 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, on and who are otherwise “independent” in accordance with Residential’s organizational documents. Notwithstanding the date on which such termination is effectiveforegoing, a termination fee (neither Residential nor the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of Partnership may terminate this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation 10 during the first twenty-four (24) months of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this AgreementInitial Term.

Term Termination. 10.1 This Agreement shall become effective on the initial Effective Date and the obligations of the parties hereunder shall not commence until the initial Effective Date. This Agreement may be terminated by either the Company and the Operating Partnership, acting together, or the Dealer Manager, upon 60 calendar days’ prior written notice. This Agreement shall automatically terminate upon the first to occur of any of the following events: (a) Until this Agreement the later of (i) two years after the initial Effective Date of the Registration Statement, and (ii) at the Company’s election, the date to which the Company is terminated permitted to extend the Offering in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds rules of the Independent Directors or a simple majority Commission as described in the Prospectus; (b) the termination of the holders of outstanding Common SharesOffering by the Company, reasonably 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 which the Company shall not have the right to terminate this Agreement under clause in its sole and absolute discretion at any time; (iic) foregoing if the Manager agrees to continue to provide termination of the services under this Agreement at a fee that effectiveness of the Independent Directors have determined to be fair. If Registration Statement; (d) the liquidation or dissolution of 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 and (the “Termination Notice”e) 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 designate the date the Dealer Manager’s license or registration to act as a broker-dealer is revoked or suspended by any federal, self-regulatory or state agency and such revocation or suspension is not cured within ten (the “Effective Termination Date”), not less than 60 10) days from the date of such occurrence. 10.2 Upon the noticetermination of this Agreement for any reason, on which the Dealer Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided(a) promptly forward all funds, howeverif any, that in its possession which were received from investors for the event that such Termination Notice is given in connection with a determination that the compensation payable sale of Shares to the Manager is unfairCompany or such other party or account as the Company shall designate, (b) to the Manager shall have the right to renegotiate the Management Fee by delivering extent not previously provided to the Company, no fewer than fortyprovide a list of all investors who have subscribed for or purchased Shares and all broker-five dealers with whom the Dealer Manager has entered into a Participating Dealer Agreement, (45c) days prior notify all Participating Dealers of such termination, and (d) promptly deliver to the prospective Effective Termination DateCompany all records and documents in its possession which relate to the Offering and are not designated as dealer copies, written notice (including any such notice, a “Notice sales literature designed for use specifically for the Offering that the Dealer Manager is then in the process of Proposal to Negotiate”) preparing. Upon termination of its intention to renegotiate its compensation under this Agreement. Thereupon, the Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company and the Manager shall endeavor any other party that may be necessary to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree accomplish an orderly transfer to a revised Management Fee (or other compensation structure) within 45 days following the receipt successor entity of the Notice operation and management 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 services 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 Dealer Manager is providing pursuant 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) 10.3 Upon expiration or earlier termination of this Agreement, the Company shall pay to the Manager, on Dealer Manager all compensation to which the date on which such termination Dealer Manager is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of or becomes entitled under this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of at such noticetime as such compensation becomes payable. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until The Offer Period shall be automatically extended from year to year on the terms and conditions set forth in this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common SharesPurchaser shall, reasonably 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 thirty (30) days prior to the expiration of the then existing term. If initial one year Offer Period or any subsequent one year Offer Period, give to the Company so elects Providers notice of Purchaser's intention not to renew this Agreementso extend or (ii) the Providers shall, the Company shall designate the date in accordance with paragraph (the “Effective Termination Date”b), not less than 60 days from the date give to Purchaser notice 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 Providers' intention to renegotiate its compensation under terminate 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 This Agreement shall be deemed of no force binding upon the parties hereto upon its execution 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is until the later of (A) ten (10) days following the end of such 45 day period and (Bi) the Effective Termination Date originally set forth in collection of all Accounts sold hereunder or (ii) the Termination Noticepayment of any Repurchase Prices and all other amounts due hereunder. (b) In The Providers may terminate their obligation to offer to sell Accounts to the event that Purchaser pursuant to this Agreement is terminated in accordance with the provisions of Section 13(a) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later upon no less than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it Purchaser. (c) In addition to any other rights and remedies provided for herein, the Purchaser may, upon the occurrence of any of the Manager’s intention following Termination Events, by way of example, but not by way of limitation, enforce all of their rights (so long as Purchaser provides Debtors, the United States Trustee, and counsel for the Unsecured Creditors' Committee, if any, with not less than ten (10) calendar days written notice to renew cure). Notwithstanding the Termforegoing, whereupon upon a Default, Purchaser shall be entitled to a hearing on an expedited basis after three (3) business days' notice to Debtors and counsel for Debtors, subject to the Term Court's calendar and availability, regarding immediate relief from the automatic stay of this Agreement Bankruptcy Code Section 362 (a), which shall entitle the Purchaser to seek, inter alia and without limitation, the following relief: (i) immediate payment of all money due under the Factoring Agreement; (ii) immediate set-off against any and all Collateral for all amounts owed; (iii) immediate notification to all non-government account debtors, whether or not of purchased accounts, that payment shall be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticemade exclusively to Purchaser; (iv) immediate authority for Purchaser to proceed in any non-bankruptcy court to enforce their rights. (d) If Notwithstanding anything contained herein to the contrary, the Purchaser may terminate this Agreement immediately and without notice upon the occurrence of any of the following events (each a "TERMINATION EVENT"): (i) any of the Providers fail to make any payment required under this Agreement; (ii) there is terminated an occurrence of a Bankruptcy Event (as defined below) with respect to any Provider provided, however, that this Subsection (d)(ii) shall be deemed inapplicable during such time that the Bankruptcy Case is open and until such time that a plan of reorganization is confirmed; (iii) any Provider fails to honor any obligation set forth in this Agreement. For purposes of this Agreement, "BANKRUPTCY EVENT" shall mean the Provider generally not paying its debts as such debts become due, or admitting in writing its inability to pay its debts generally, or making a general assignment for the benefit of creditors; or any proceeding being instituted by or against any Provider seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property or assets and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property or assets) shall occur; or the Provider taking any action to authorize or acquiesce in any of the actions set forth above in this paragraph; (iv) any lien or encumbrance is granted, is discovered, or attaches to any of the Collateral, except the liens and security interests in favor of Purchaser, and Permitted Liens (as set forth on the attachment hereto entitled "PERMITTED LIENS"), without the express written consent of Purchaser; (v) any administrative expense claim is allowed and is senior to or pari passu with the Purchaser's claims or if any lien shall be granted in the Bankruptcy Case with respect to any of the Collateral (other than those granted with the written consent of Purchaser or as authorized by this agreement); however, Debtors are not prohibited from paying ordinary and routine operating expenses, U.S. Trustee fees and professional fees and costs on terms and conditions established and approved by the Bankruptcy Court; (vi) the Debtors make any disposition of Collateral outside the ordinary course of Debtors' businesses without the express written consent of Purchaser; (vii) the Debtors fail to pay timely any statutory fees payable to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6); (viii) any representation, warranty, or certification made by the Debtors or any of the Senior Officers, is or becomes incorrect in any material respect; (ix) the Bankruptcy Case is dismissed or converted to a Chapter 7 Bankruptcy Case, or a Chapter 11 trustee or an examiner is appointed in the Bankruptcy Case; (x) the Factoring Order approving the Factoring Agreement is stayed, amended, modified, reversed, or vacated; (xi) a plan of reorganization is confirmed that fails to provide for termination of the Factoring Agreement and payment in full, in cash, of Debtors' obligations under the Factoring Agreement on the effective date of the plan unless the plan adopts the exact terms of the Factoring Agreement, as approved by the Bankruptcy Court, or Purchaser agrees, in writing, to a modification or different treatment and affirmatively votes in favor of the plan; (xii) the Bankruptcy Court enters an order granting relief from the automatic stay to any creditor with respect to any claim in an amount equal to or exceeding $75,000.00 in the aggregate; provided, however, that it shall not be an Event of Default if the automatic stay is lifted solely for the purpose of allowing a creditor to liquidate its claim against a Debtor or seek payment from an insurance policy, or the Debtors file a document with the Bankruptcy Court acknowledging that such property is not necessary to an effective reorganization; (xiii) Debtors' current principals cease to actively manage and be involved in the operations of the Debtors and replacements reasonably acceptable to the Purchaser shall not be retained or the principal(s) of the Debtors become deceased or incompetent, notwithstanding Bankruptcy Rule 1016; (xiv) an order is entered in the Bankruptcy Case authorizing the sale or other disposition of all, or substantially all, of the assets of any or all of the Debtors, unless such order provides for payment in full, in cash, of Debtors' obligations under the Factoring Agreement upon consummation of the sale; or (xv) the Debtors take any action inconsistent with the foregoing or fail to timely contest any prohibited conduct or relief requested." (e) If a Termination Event shall occur and be continuing, the Purchaser may, without limiting any right of the Purchaser hereunder, take complete authority and control of all administration and servicing of the Accounts, at the Providers' sole cost and expense. Upon any such action, the Purchaser shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative. A Termination Event shall not affect any security interest granted pursuant to this Section 13Agreement, such termination including but not limited to security interests in property not yet owned by a Provider or not created as of the Termination Event. (f) Unless Purchaser agrees in writing, at its sole discretion, to extend the term of the Factoring Agreement, or until a Termination Event, the obligations due the 27 Purchaser under the Factoring Agreement are to be paid in full within 15 days after the date of the entry of an order confirming a plan of reorganization unless the Debtors assume the terms of the Factoring Agreement in their entirety without modifications; or, the Debtors and Purchaser agree to other treatment under the plan. Moreover, no confirmation order for a plan of reorganization shall be provide for a discharge or otherwise affect in any way any of the obligations of the Debtors or any Guarantors as those obligations are detailed in the agreements approved by the Bankruptcy Court), including without any further liability or obligation limitation, the Debtors' agreements with Purchaser. Termination of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Factoring Agreement shall survive termination not terminate, extinguish, or remove any liens or security interests granted to Purchaser until Debtors have fully paid and discharged all of this Agreementtheir obligations to Purchaser.

Term Termination. (a) Until this This Agreement is terminated 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, this Agreement shall be terms and the payment in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds full of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or Subordinated Notes; (ii) a simple majority the liquidation of the Independent Directors agree that Collateral and the Management Fee payable final distribution of the proceeds of such liquidation to the Manager is unfairNoteholders; provided, that or (iii) the Company shall not have the right to terminate termination of this Agreement under clause in accordance with this Section 12 or Section 13. (iib) foregoing if Notwithstanding any other provisions hereof to 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 abovecontrary, the Company shall deliver to the Investment Manager may resign upon 90 days’ 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 AgreementIssuer, the Company shall designate Rating Agencies and the date Trustee (or such shorter notice as is acceptable to the “Effective Termination Date”Issuer), 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 resignation 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 45 day period, this Agreement shall terminate, such termination to not be effective on until the date as of which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated a successor Investment Manager has been appointed in accordance with Section 12(e) and has accepted the provisions of Section 13(a) 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”) equal to the amount duties of the Management Fee earned by the successor Investment Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such terminationhereunder. The obligation of the Company Issuer will use commercially reasonable efforts to pay the Termination Fee shall survive the termination of this Agreementappoint a successor Investment Manager to assume such duties and obligations. (c) No later than sixty The Investment Manager may be removed without Cause upon 90 days’ (60) days prior or such shorter notice as is acceptable to the anniversary date of this Agreement of any year during the Term, the Manager may deliver Investment Manager) prior written notice to the Company informing it Investment Manager (with a copy sent to S&P) by the Issuer with the consent of the Manager’s intention not to renew Holders of at least 662/3% in Aggregate Outstanding Amount of each Class of Rated Notes (voting separately) and the Termconsent of the Holders of at least 662/3% in Aggregate Outstanding Amount of the Subordinated Notes (excluding, whereupon the Term of this Agreement in each case, any Investment Manager Securities); provided, however, that such termination or removal shall not be renewed effective until the date as of which a successor Investment Manager has been appointed in accordance with Section 12(e) and extended and this Agreement shall terminate effective on has accepted the anniversary duties of the Closing Date next following successor Investment Manager hereunder. In determining whether the delivery of requisite Noteholders have given any such noticedirection, 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 shall 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 13(b12 or pursuant to Section 13) while any of the Rated Notes or Subordinated Notes are Outstanding, the Issuer at the direction of a Majority of the 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 16 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 Agreementparagraph, 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 additionthe event of a removal of the Investment Manager, Section 11 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 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 Aggregate Outstanding Amount of the Notes voting separately. The Issuer, the Trustee and the successor Investment Manager shall survive 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) the acceptance, in writing, by a successor Investment Manager of such appointment, all authority and power of the Investment Manager under this AgreementAgreement and the Indenture, whether with respect to the Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor Investment Manager.

Term Termination. (a) Until The performance of the Services under this Agreement is shall commence on the Distribution Date and shall continue in full force and effect until the end of the last Service Period or the earlier date upon which this Agreement has been otherwise terminated in accordance with the terms hereof. (b) During the term of this Agreement, Holdings may instruct Brink’s to discontinue providing certain Services or otherwise reduce its termslevel of such Services upon giving Brink’s ten Business Days prior written notice. Upon the early termination of any Service pursuant to this Section 5(b) or upon the expiration of the applicable Service Period, following the effective time of the termination, Brink’s shall no longer be obligated to provide such Service, provided that Holdings shall be obligated to reimburse Brink’s for any reasonable out-of-pocket expenses or costs attributable to such termination. (c) Holdings may terminate this Agreement in its entirety upon 30 days prior written notice to Brink’s. (d) Either party to this Agreement shall be have, in effect until the date that is three (3) years after the date hereofaddition to any other rights and remedies it may have, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 on 30 days’ prior written notice (to the “Termination Notice”) other, if the other party shall breach or default in the performance of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) any material provision 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 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 if it is possible for such breach or default to be cured and the event that party receiving such Termination Notice is given in connection with notice of termination shall cure such breach or default within 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 30 day period after receipt of 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 then 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Noticeeffect. (be) In Brink’s shall have the event that this Agreement is terminated in accordance with the right, notwithstanding any other provisions of Section 13(a) of this Agreement, and in addition to any other rights and remedies it may have, to terminate this Agreement forthwith and at any time if Holdings becomes insolvent; or if Holdings files a petition in bankruptcy or insolvency; or if Holdings is adjudicated bankrupt or insolvent; or if Holdings files any petition or answer seeking reorganization, readjustment or arrangement of Holdings’s business under any law relating to bankruptcy or insolvency; or if a receiver, trustee or liquidator is appointed for any of the Company property of Holdings and within 60 days thereof Holdings fails to secure a dismissal thereof; or if Holdings makes any assignment for the benefit of creditors; or in the event of government expropriation of any material portion of the assets of Holdings. (f) If Holdings shall fail to pay any financial obligation to Brink’s incurred by it under this Agreement within ten days after notice from Brink’s, then Brink’s shall have the right, notwithstanding Subsection (d) of this Section 5 or any other provisions of this Agreement, and in addition to any other rights and remedies it may have, to terminate this Agreement forthwith. (g) In any event, no termination, cancelation or expiration of this Agreement shall prejudice the right of either party hereto to recover any payment due at the time of termination, cancelation or expiration (or any payment accruing as a result thereof), nor shall it prejudice any cause of action or claim of either party hereto accrued or to accrue by reason of any breach or default by the other party hereto. (h) Notwithstanding any provision herein to the Managercontrary, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount Sections 4 and 9 through 16 of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee this Agreement shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each third anniversary of such date the Effective Date (the “Initial Term”) and shall be deemed automatically renewed automatically each year for an additional a one-year period term (a “Renewal Term”) upon the expiration of the Initial Term and upon the expiration of each Renewal Term unless (i) a majority consisting of at least two-thirds of all of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree determine that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of and 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 fairSubsidiaries. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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(a14(a) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such the Termination Notice is given in connection with a determination that there has been an unsatisfactory performance by the compensation payable to the Manager is unfairManager, the Manager shall have 30 days after such notice to remedy 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Noticeunsatisfactory performance. (b) In recognition of the level of the effort required by the Manager to establish, grow, improve and manage 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(a14(a) or Section 16(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”) equal to the amount 4.5% of the Management Fee earned by daily average Fully-Diluted Market Capitalization for the Manager during most recently completed fiscal quarter prior to the period consisting date of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 14(c). (d) If this Agreement is terminated pursuant to Section 14 or Section 16 of this Section 13Agreement, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) Sections 6, 9, 10, 14(b), 16(b), and Section 16 17 of this Agreement. In addition, Section 11 Sections 12, 13(d) and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement The Manager’s appointment hereunder shall be continue in effect until for an initial term commencing on the date that is three hereof and ending on December 31, 2006, with extensions for additional one (31) years after the date hereof, and thereafter on year periods commencing automatically upon each anniversary of such date be deemed renewed automatically each year for an additional one-year period thereof, unless (i) a majority consisting of either Party notifies the other Party in writing at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree ninety (90) days before such anniversary that there has been unsatisfactory performance that is materially detrimental to the Company or such extension shall not be effective. (iib) a simple majority of the Independent Directors agree that the Management Fee payable to If the Manager is unfair; provided, that the Company shall not have the right fails 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 perform any 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 its obligations 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 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 unfairExhibit C or Exhibit D, the Manager shall have (or if the right to renegotiate the Management Fee failure is first discovered by delivering to the Company, no fewer than forty-five (45then the Company) days prior to the prospective Effective Termination Date, shall give prompt written notice (any such notice, a “Notice of Proposal to NegotiateFailure”) to the persons identified in Exhibit E (the “Failure Notice Recipients”) specifying the nature of the failure; provided that in the event the Manager fails to perform any of its intention to renegotiate its compensation under this Agreement. Thereuponobligations set forth in Exhibit C, the Company and shall give prompt written notice of such failure to the Rating Agencies in addition to the Failure Notice Recipients. In the event such Notice of Failure is given, then either the Manager shall endeavor or the Company may elect to negotiate in good faith submit the revised compensation payable matter for review (a “Submission”) and resolution (“Dispute Resolution”), which may include the establishment of a plan of remediation (a “Remediation Plan”), to (i) with respect to the Manager under this AgreementManager, the Business Leader of the Retirement Income and Investment Segment of Genworth Financial Inc. (or such person or persons as such Business Leader may designate) and (ii) with respect to the Company, the Senior Vice President – Corporate Treasury and Global Funding Operation of GE Capital (or such person or persons as such Senior Vice President may designate) ((i) and (ii) together, “Senior Management”). Provided that the The Manager and the Company agree (x) to cooperate in good faith and in a revised reasonable manner to reach an agreement with respect to any Remediation Plan; (y) to be bound by the results of any such Dispute Resolution agreed to by Senior Management Fee including any Remediation Plan (or other compensation structurethe timing and content of which shall be at the sole discretion of Senior Management) and (z) that the Manager will implement any such Remediation Plan within 45 days following the receipt period mandated by Senior Management (the “Final Cure Period”). The result of the Notice of Proposal to Negotiateany such Dispute Resolution shall be in writing signed by Senior Management, the Termination Notice shall be deemed part of no force and effect and this Agreement and, with respect to the failure involved, shall continue in full force and effect on the supersede any conflicting or different 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 of this Agreement. The Chief Operating Officer of Manager’s Capital Markets Group responsible for management of the Company or a person designated by such officer (a “Designee”) shall provide to the Rating Agencies notice and a copy of any Remediation Plan resulting from a Dispute Resolution that is deemed by such officer or Designee to have a potential adverse effect on the ratings of the Company. The Manager shall identify such officer or Designee in the appropriate periodic risk reports submitted to the Rating Agencies. If Senior Management fails to reach an agreement with respect to a Dispute Resolution and the Manager agree to execute Cure Period has not expired, the matter in dispute shall be resolved solely 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated exclusively in accordance with the provisions arbitration procedures set forth in Exhibit F. (i) Senior Management or an arbitral tribunal described in Exhibit F fails to reach agreement with respect to a Dispute Resolution and the Cure Period has expired or (ii) the Manager fails to correct the failure by the end of the applicable Final Cure Period, then this Agreement may, subject to Section 13(a) of this Agreement4.05(e), be terminated by the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee upon two (the “Termination Fee”2) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days Business Days’ prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it Manager and each Failure Notice Recipient specifying the basis for and the effective date of the Manager’s intention not to renew termination. Notwithstanding the Termforegoing, whereupon the Term payment obligations of the Company during the initial term of this Agreement shall not be renewed terminated if any such failure and extended and this Agreement shall terminate effective on the anniversary of continuation thereof are caused by Impossibility. For the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.purposes hereof

Term Termination. (a) Until This Agreement is effective as of the date on which Supplier accepted this Agreement is (the “Effective Date”) and will remain in effect thereafter, unless terminated in accordance with its terms, this Agreement. Either party may terminate this Agreement shall be (a) upon 30 days’ written notice to the other of its intent to terminate this Agreement, (b) immediately upon written notice to the other if such other party commits an irremediable breach of this Agreement or commits a remediable breach and fails to correct such breach within 15 days following written notice specifying such breach, or (c) immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in effect until the date that is three ordinary course. Without prejudice to the rights of termination set out hereunder, TripAdvisor Experiences may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, its termination of the Agreement (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless defined collectively as “Deactivation”): (i) a majority consisting deactivation of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or Supplier’s TripAdvisor Experiences account; (ii) a simple majority removal of Supplier from the Independent Directors agree that the Management Fee payable to the Manager is unfairDistribution Channels; provided, that the Company shall not have the right to terminate and/or (iii) removal of any or all of Supplier’s Product listings. References in this Agreement under clause (ii) foregoing if to rights and obligations of a party in connection with “termination” shall be deemed to include Deactivation, and post-termination obligations shall apply equally to Supplier for 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 duration of the original term or any such one-year extension term as set forth above, the Company shall deliver Deactivation. Supplier will fulfill all Product purchases made prior 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) termination or expiration of this Agreement not less than 60 days prior unless requested otherwise by TripAdvisor Experiences. Notwithstanding the foregoing, TripAdvisor Experiences reserves the right in its sole discretion to cancel pending Product bookings in circumstances where TripAdvisor Experiences believes that it is in the best interests of Customers. Upon any termination or 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 60 days from the date Supplier will immediately cease all access to and use of the noticeTripAdvisor Experiences Technology (defined in Attachment 2) and other products, on which the Manager shall cease services, technology, content, and/or materials provided by TripAdvisor Experiences to provide services Supplier under this Agreement and this Agreement Supplier 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 cease to the Manager is unfair, the Manager shall have the any 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Noticemake Supplier’s Products available through TripAdvisor Experiences’ Distribution Channels. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until three years from the date that is three of completion of the Initial Public Offering (3the “Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or Board of Directors, including a simple majority of the holders of outstanding Common SharesIndependent Directors, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company Colony American Homes REIT or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company Colony American Homes REIT shall not have the right to terminate this Agreement under clause (ii) foregoing 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 Board of Directors, including a majority of the Independent Directors have determined Directors, determines to be fairfair pursuant to the procedure set forth below. If the Company elects Colony American Homes REIT may elect not to renew this Agreement at upon the expiration of the original term Initial Term or any such one-year extension term as set forth above, Renewal Term pursuant to the Company shall deliver preceding sentence upon at least 180 days’ prior written notice to the Manager prior written notice (the “Termination Notice”). If Colony American Homes REIT issues the Termination Notice, Colony American Homes REIT shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) first sentence of this Agreement not less than 60 days prior to paragraph) and (ii) pay the expiration Manager the Termination Fee on or before the last day of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date Initial Term or Renewal Term (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 such compensation by delivering to the CompanyColony American Homes REIT, no fewer than forty-five (45) 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. ThereuponUpon receipt by Colony American Homes REIT of a Notice of Proposal to Negotiate, the Company Board of Directors, including a majority of 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 a majority of the Company Board of Directors, including a majority of the Independent Directors, agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company Colony American Homes REIT and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding the same. In the event that the Company Colony American Homes REIT and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 45 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the upfront effort required by the Manager to structure Colony American Homes REIT and its 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 Colony American Homes REIT shall pay or cause to be paid to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount of the average annual Base Management Fee earned by the Manager during the 24-month period consisting of the twelve (12) full, consecutive calendar months immediately preceding such the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company Colony American Homes REIT to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company Colony American Homes REIT informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . Colony American Homes REIT shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfairunfair to any of the Company Parties; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at upon the expiration of the original term Initial Term or any such one-year extension term as set forth above, the Company shall deliver Renewal Term upon at least 180 days’ prior written notice 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 Agreementissues the Termination Notice, the Company shall designate be obligated to (i) specify the date 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”), 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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. ThereuponUpon 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager 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 compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 45 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period consisting of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be continue in effect operation until the date that is three third (33rd) years after anniversary of the date hereof, Effective Date (the “Initial Term”) and thereafter shall be automatically renewed 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), respectively. The Company may elect not to renew this Agreement upon the expiration of such date be deemed renewed automatically each year for the Initial Term or any Renewal Term by providing at least one hundred eighty (180) days’ prior written notice to the Manager (the “Termination Notice”) only if there has been an additional one-year period unless (i) a majority consisting affirmative vote of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Manager, in the form of Base Management Fees and Incentive Fees, or the amount thereof, is unfair; provided, that unfair to any of 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 fairParties. If the Company elects not to renew this Agreement at issues the expiration of the original term or any such one-year extension term as set forth aboveTermination Notice, the Company shall deliver be obligated to (x) specify the Manager prior written notice reason for nonrenewal in the Termination Notice (the “Termination Notice”pursuant to either clause (i) or (ii) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) immediately preceding sentence of this Agreement not less than 60 days prior to paragraph) and (y) pay the expiration Manager the Termination Fee on or before the last day of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), 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 such compensation by delivering to the Company, no fewer than forty-five one hundred and twenty (45120) 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. ThereuponUpon 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 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.this

Term Termination. (a) Until 12.1 Unless this Investment Agreement is validly terminated in accordance with its termsSection 12.2 below, this Agreement it shall be in effect have a fixed term until the date that is three (3) years after the date hereof, and thereafter on each second anniversary of such date the Acceptance Time except as set forth below. If no Domination Agreement has been validly entered into between Elster and Melrose or a member of the Melrose Group on the second anniversary of the Acceptance Time, Section 4 above and Sections 13.2 to 13.14 below shall continue to be deemed renewed automatically each year for an additional one-year period unless valid until the earlier of (i) a majority consisting of at least two-thirds Domination Agreement between Elster and Melrose or a member of the Independent Directors or a simple majority of Melrose Group being registered in the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company competent commercial register(s) or (ii) a simple majority the fifth anniversary of the Independent Directors agree that Acceptance Time. 12.2 This Investment Agreement may only be terminated: 12.2.1 by mutual written consent of the Management Fee payable to Parties; 12.2.2 by either Party if: (i) the Manager is unfair; provided, that the Company Acceptance Time shall not have occurred on or prior to 25 October 2012 (the “Drop Dead Date”) provided that the right to terminate this Investment Agreement under clause pursuant to this Section 12.2.2(i) shall not be available to any Party whose breach of this Investment Agreement shall have been the primary cause for the Acceptance Time not having occurred on or prior to the Drop Dead Date; or (ii) foregoing any court of competent jurisdiction or other governmental entity of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment for, Company Shares pursuant to the Tender Offer, the occurrence or enforcement of which would reasonably be expected to be materially adverse to the Melrose Group (in case of a termination by Melrose and/or the Bidder) or the Elster Group (in case of a termination by Elster), in each case taken as whole. 12.2.3 by Elster if: (i) there is a Change in the Melrose Recommendation; (ii) any of the Resolutions is not duly passed on or prior to 9 August 2012 (or such other date as may be agreed in writing by the Parties) or, once passed, is revoked or adversely modified thereafter; (iii) Melrose or Bidder has not submitted all antitrust and competition filings to the relevant Antitrust Authorities on or prior to 31 July 2012, provided that the right to terminate this Investment Agreement pursuant to this Section 12.2.3(iii) shall not be available to Elster if the Manager agrees delay is attributable 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 breach by Elster of the original term its obligations in Section 5.2 above; or (iv) any filing in court, order, notice or any such one-year extension term as set forth aboveappointment being taken or made by or in respect of Melrose or Bidder for a moratorium, the Company shall deliver to the Manager prior written notice composition, compromise or arrangement with creditors, administration, liquidation; dissolution, receivership (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 designate the date (the “Effective Termination Date”administrative or otherwise), not less than 60 days from the date of the notice, on which the Manager shall cease or Melrose or Bidder becomes insolvent or is unable to provide services under this Agreement and this Agreement shall terminate on such date; pay its debts as they fall due. provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable Elster shall only be entitled 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 terminate this Investment Agreement 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 Drop Dead Date on the terms stated in this Agreementbasis of these Sections 12.2.3(ii) or 12.2.3(iii) (as the case may be) if Melrose, 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) within ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event Business Days after Elster has informed Melrose that it intends to terminate this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination basis of Sections 12.2.3(ii) or 12.2.3(iii), has failed to demonstrate to Elster’s satisfaction that there is effective, a termination fee (the “Termination Fee”) equal to the amount reasonable prospect of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days full remedy prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticeDrop Dead Date. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, The term of the Consultant’s consulting engagement under this Agreement shall be in effect until commence as of the Effective Time and shall continue for a term (the “Term”) ending on the date that is three eighteen (318) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 designate the date (the “Effective Termination Date”), not less than 60 days from months following the date of the noticeEffective Time, on which unless such engagement is sooner terminated pursuant to and in accordance with the Manager shall cease to provide services under express terms of 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination NoticeSection 4. (b) In If the event Bank terminates the Consultant as a consultant without Cause (as defined below), the Bank will pay the Consultant monthly the remaining unpaid Monthly Payments that this Agreement is terminated he would have otherwise earned during the remaining portion of the original Term; provided that the Consultant continues to comply in accordance all material respects with the provisions of restrictive covenants in Section 13(a) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination 5 and Section 6 of this Agreement. (c) No later than In the event of the Consultant’s death during the Term, the Bank will pay to the Consultant’s designated beneficiary (or to his estate, if he fails to make such a designation) a lump sum amount, within sixty (60) days prior after the Consultant’s death, equal to the anniversary date present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term. For purposes of this Agreement Section 4(c), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of any year the Code and the Treasury Regulations promulgated thereunder) compounded monthly. (d) In the event that the Consultant becomes Disabled (as defined below) during the Term, the Manager may deliver written notice Consultant’s consulting engagement hereunder shall terminate. For purposes of this Agreement, “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or would reasonably be expected to last for a continuous period of not less than twelve (12) months and that renders the Consultant unable to render all or substantially all of the consulting services hereunder or if the Consultant is determined to be “disabled” by the Social Security Administration. If the Consultant’s consulting engagement hereunder terminates on account of the Consultant’s disability, the Bank will pay to the Company informing it Consultant a lump sum amount, within sixty (60) days after the termination of the Manager’s intention not consulting engagement, equal to renew the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term, whereupon and the Term Consultant’s covenants under Section 5 and Section 6 of this Agreement shall not be renewed remain in full force and extended and this Agreement shall terminate effective on effect for the anniversary remainder of the Closing Date next following Restricted Period. For purposes of this Section 4(d), the delivery present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of such noticethe Code and the Treasury Regulations promulgated thereunder) compounded monthly. (de) If the Bank terminates the Consultant as a consultant with Cause, the Bank will have no further obligation to make any payment to the Consultant (except for compensation earned prior to the date of termination, which compensation will be prorated for the month in which the termination occurs based upon the number of calendar days elapsed in the month). If the Bank terminates the Consultant’s consultant engagement under this Agreement is terminated for Cause pursuant to this Section 134(e), such termination shall be without any further liability or obligation of either party to the other, except as provided in restrictive covenants under Section 13(b) 5 and Section 16 6 of this Agreement will remain in full force and effect for the remainder of the Restricted Period. For purposes of this Agreement. In addition, Section 11 “Cause” means a good faith determination by the Bank Board of this Agreement shall survive Directors (or the comparable governance body of any successor entity) (the “Bank Board”), with at least two-thirds (2/3) of the whole number of directors of the Bank (rounded up to the nearest whole number) voting in favor, that any of the following has occurred: (i) conviction of the Consultant by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving material deliberate dishonesty or breach of trust with respect to the Company; (ii) commission by the Consultant of an act of fraud upon or materially evidencing bad faith toward the Company; (iii) the commission by the Consultant of any misconduct (other than traffic violations or similar offenses), whether or not related to the Company, that has caused, or would reasonably be expected to cause, material detriment or damage to the Company’s reputation, business operation, or relation with its employees, customers, vendors, suppliers, or regulators; (iv) the willful failure of the Consultant to cooperate with a bona fide investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or willful inducement of others to fail to cooperate or to produce documents or other materials; (v) the issuance of an order by a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of this Agreement; or (vi) willful refusal by the Consultant to provide in any material respect the consulting services reasonably assigned to him by the Bank’s Chief Executive Officer consistent with the terms of this Agreement, which failure continues for more than thirty (30) days after written notice given to the Consultant by the Bank Board, setting forth in reasonable detail the nature of such refusal.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until , 2011 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at agreement upon the expiration of the original term Initial Term or any such one-year extension term as set forth above, the Company shall deliver Renewal Term and upon 180 days’ prior written notice 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 Agreementissues the Termination Notice, the Company shall designate be obligated to (i) specify the date 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”), 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of the average annual Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 23 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement The Manager’s appointment hereunder shall be continue in effect until for an initial term commencing on the date that is three hereof and ending on December 31, 2006, with extensions for additional one (31) years after the date hereof, and thereafter on year periods commencing automatically upon each anniversary of such date be deemed renewed automatically each year for an additional one-year period thereof, unless (i) a majority consisting of either Party notifies the other Party in writing at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree ninety (90) days before such anniversary that there has been unsatisfactory performance that is materially detrimental to the Company or such extension shall not be effective. (iib) a simple majority of the Independent Directors agree that the Management Fee payable to If the Manager is unfair; provided, that the Company shall not have the right fails 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 perform any 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 its obligations 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 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 unfairExhibit C or Exhibit D, the Manager shall have (or if the right to renegotiate the Management Fee failure is first discovered by delivering to the Company, no fewer than forty-five (45then the Company) days prior to the prospective Effective Termination Date, shall give prompt written notice (any such notice, a “Notice of Proposal to NegotiateFailure”) to the persons identified in Exhibit E (the “Failure Notice Recipients”) specifying the nature of the failure; provided that in the event the Manager fails to perform any of its intention to renegotiate its compensation under this Agreement. Thereuponobligations set forth in Exhibit C, the Company and shall give prompt written notice of such failure to the Rating Agencies in addition to the Failure Notice Recipients. In the event such Notice of Failure is given, then either the Manager shall endeavor or the Company may elect to negotiate in good faith submit the revised compensation payable matter for review (a “Submission”) and resolution (“Dispute Resolution”), which may include the establishment of a plan of remediation (a “Remediation Plan”), to (i) with respect to the Manager under this AgreementManager, the Business Leader of the Retirement Income and Investment Segment of Genworth Financial, Inc. (or such person or persons as such Business Leader may designate) and (ii) with respect to the Company, the Senior Vice President – Corporate Treasury and Global Funding Operation of GE Capital (or such person or persons as such Senior Vice President may designate) ((i) and (ii) together, “Senior Management”). Provided that the The Manager and the Company agree (x) to cooperate in good faith and in a revised reasonable manner to reach an agreement with respect to any Remediation Plan; (y) to be bound by the results of any such Dispute Resolution agreed to by Senior Management Fee including any Remediation Plan (or other compensation structurethe timing and content of which shall be at the sole discretion of Senior Management) and (z) that the Manager will implement any such Remediation Plan within 45 days following the receipt period mandated by Senior Management (the “Final Cure Period”). The result of the Notice of Proposal to Negotiateany such Dispute Resolution shall be in writing signed by Senior Management, the Termination Notice shall be deemed part of no force and effect and this Agreement and, with the respect to the failure involved, shall continue in full force and effect on the supersede any conflicting or different 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 of this Agreement. The Chief Operating Officer of Manager’s Capital Markets Group responsible for management of the Company or a person designated by such officer (a “Designee”) shall provide to the Rating Agencies notice and a copy of any Remediation Plan resulting from a Dispute Resolution that is deemed by such officer or Designee to have a potential adverse effect on the ratings of the Company. The Manager shall identify such officer or Designee in the appropriate periodic risk reports submitted to the Rating Agencies. If Senior Management fails to reach an agreement with respect to a Dispute Resolution and the Manager agree to execute Cure Period has not expired, the matter in dispute shall be resolved solely 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated exclusively in accordance with the provisions arbitration procedures set forth in Exhibit F. (i) Senior Management or an arbitral tribunal described in Exhibit F fails to reach agreement with respect to a Dispute Resolution and the Cure Period has expired or (ii) the Manager fails to correct the failure by the end of the applicable Final Cure Period, then this Agreement may, subject to Section 13(a) of this Agreement4.05(e), be terminated by the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee upon two (the “Termination Fee”2) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days Business Days’ prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it Manager and each Failure Notice Recipient specifying the basis for and the effective date of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticetermination. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until the date that is three (3) years after 15th anniversary of the date hereof, first above written (the “Initial Term”) and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a successive one-year period term each anniversary date thereafter (a “Renewal Term”) unless terminated by a party in accordance with this Section 12 or 13. (ib) a majority consisting 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 or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company Company, or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager under this Agreement is unfairunreasonable; provided, 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 compensation that at least two-thirds of the services under this Agreement at a fee that the Ajax Independent Directors have determined determine is reasonable pursuant to be fair. 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 original term Initial Term or any such one-year extension term Renewal Term as set forth above, the Company Company, shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s 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 13(a12(b) of this Agreement not less than 60 180 days prior to the termination date or expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the CompanyAjax, no fewer than forty-five (45) 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. Provided that If the Manager and at least two-thirds of the Company Ajax Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and Each of the Manager agree parties agrees to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. . (ii) In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day periodperiod 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) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (bc) 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 13(a12(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 amount of the combined Base Management Fee Fees and Incentive Fees earned by the Manager during the 12-month period consisting immediately preceding the date of termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (cd) No 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 sixty (60) 180 days prior to the anniversary date of this Agreement December 31 of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Initial Term or Renewal Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date 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). (de) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and if the Servicing Agreement is terminated for any reason other than for “cause” (as defined therein), the Manager shall be paid the Termination Fee. (f) If this Agreement is terminated pursuant to this Section 1312, such termination shall be without any further liability or obligation of either any party to the otherothers, except as with respect to the obligations provided in Section Sections 1(e), 12(b), 13(b), 13(c) and Section 16 14 of this Agreement. In addition, Section 11 Sections 10 and 15 through 25 of this Agreement shall survive termination of this Agreement. Notwithstanding the foregoing, neither the Company nor the Manager may terminate this Agreement pursuant to this Section 12 during the first 24 months of the Initial Term.

Term Termination. (a) Until this This Agreement is terminated in accordance with its termshas an initial term of 15 years from the date hereof (the “Initial Term”). Thereafter, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed will automatically each year renew for an additional onesuccessive five-year period terms (each a “Renewal Term” and the Initial Term or any Renewal Term, the “Term”) unless otherwise terminated pursuant to any of subsections (ib) a majority consisting through (f) of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or this Section 2. (iib) 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 Any Party may 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 end of the original term Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior Renewal Term by giving 60 days’ advance 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 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 (Initial Term 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this AgreementRenewal Term. (c) No later than sixty Seller may suspend deliveries or terminate this Agreement as to any Purchaser if: (60i) days prior such Purchaser becomes insolvent or commits an act of bankruptcy or takes advantage of any law for the benefit of debtors or such Purchaser’s creditors, or if a receiver is appointed for such Purchaser; (ii) such Purchaser breaches any provision of this Agreement, including without limitation failure to the anniversary date pay in a timely manner any sums due, failure to comply with other section(s) of this Agreement of or any year during the Term, the Manager may deliver written notice to the Company informing it portion thereof or upon assignment of the Manager’s intention not Agreement by such Purchaser contrary to renew the TermSection 17 hereof, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of or (iii) such noticePurchaser is prevented from doing business in accordance with applicable law. (d) If With 180 days’ advance written notice, a Purchaser may terminate this Agreement is terminated pursuant as to itself if Seller fails to cure a material breach within 30 days of being notified in writing by such Purchaser of such breach. (e) Upon Supplier’s revocation of Seller’s right to use or grant the use of any Proprietary Marks, Seller may, upon 60 days’ prior notice, either terminate its obligations under this Section 13Agreement with respect to any affected Sites, substitute another Supplier’s Proprietary Marks at such termination shall affected Site(s), at Purchaser’s sole expense, or supply unbranded motor fuel at such affected Sites. Seller will not be without liable for the consequences of such revocation. (f) Each Purchaser agrees not to engage in or permit any further liability illegal or obligation improper act or conduct, on or about the Sites it controls, operates or supplies (including but not limited to any infringement on the Proprietary Marks of either party any Supplier), and, subject to any other requirements of law, at the option of Seller, Seller may (i) cease deliveries to any such Sites until the illegal acts or conduct have been remedied to the other, except as provided in Section 13(bsatisfaction of Seller and the applicable Suppliers or (ii) and Section 16 of terminate its obligations under this Agreement. In addition, Section 11 Agreement with respect to the applicable Sites without further notice. (g) Upon any termination of this Agreement or of Seller’s right to use or grant the use of Supplier’s Proprietary Marks, Seller or Supplier shall survive termination have the right, at its option, to enter upon the Sites and to debrand, remove, paint out, or obliterate any signs, symbols or colors on said Sites as to any of Supplier’s Proprietary Marks or on the buildings or equipment thereof which in Seller’s opinion would lead a patron to believe that such Supplier’s motor fuel is being offered for sale at the Sites. (h) Termination hereof by either Party for any reason shall not relieve any Party of any obligation theretofore accrued under this Agreement.

Term Termination. (a) Until this Agreement is Unless sooner terminated in accordance with its termsthe remaining provisions of this Section, the term of this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 NoticeTerm”) of shall commence on 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 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 Date 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 for a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later period of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation from the commencement of the Company to pay Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the Termination Fee shall survive the termination other Party with a notice of this Agreement. (c) No later than non-renewal at least sixty (60) days prior to the anniversary date end of this Agreement the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any year during changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the Manager may deliver changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the Company informing it end of the Manager’s intention not to renew the then-current Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on will expire at the anniversary conclusion of the Closing Date next following then-current Term unless the delivery of Parties agree in writing to such noticerenewal on mutually agreeable terms. (db) If This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund terminate the Services of the individual appointed by PINE to serve as PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is terminated appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and ▇▇▇▇’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 1312, Client will compensate PINE for Services actually provided through the effective date of any such termination shall be without any further liability within ten (10) days of the effective date of such termination. Upon the expiration or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive earlier termination of this Agreement, ▇▇▇▇ agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until Subject to the date that is three (3) years after the date terms hereof, your employment hereunder will commence on [DATE OF CLOSING] [_____________________] (the “Commencement Date”) and thereafter will continue until three years from the Commencement Date (the “Initial Term”), provided that on each the third anniversary of such date the Commencement Date, the term of your employment hereunder will be deemed renewed automatically each year extended for an additional one-period of 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 Common Shares, reasonably 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 Subsequent Term”) unless either you or the Company has given written notice to the other that such automatic extension will not occur (a “Non-Renewal 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 ), which notice was given not less than 60 days prior to the expiration relevant anniversary of the then existing termCommencement Date. If The Initial Term and the Company so elects not Subsequent Term are referred to renew this Agreementherein as the “Term.” Notwithstanding the foregoing, your employment hereunder will terminate upon the Company shall designate first to occur of the following: (i) Immediately upon your death; (ii) By the Company: (A) By written notice to you effective the date of such notice, following your failure, due to illness, accident or any other physical or mental incapacity, to perform the essential functions of your position for an aggregate of 120 business days within any period of 180 consecutive days during the term hereof as determined by a physician selected by you (the “Effective Termination DateDisability”), not less provided that if applicable law provides any provision regarding disability that is more favorable to you than 60 days from that set forth herein, such more favorable provision will govern; (B) By written notice to you effective after the termination of any applicable cure period stated herein commencing on 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 for Cause (as defined below); or (C) By written notice 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 you effective 30 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 45 day period, this Agreement shall terminate, such termination to be effective on after the date which is the later of such notice and subject to Section 4 hereof, without Cause; or (iii) By you: (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned At any time by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it effective 30 days after the date of such notice; or (B) By written notice to the Manager’s intention not to renew Company for Good Reason (as defined below) effective the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery date of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect from the Effective Date until the date that is three (3) years after first December 31st following the date hereof, and thereafter on each third anniversary of such date the Effective Date (the “Initial Term”) and shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”), unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders outstanding shares of outstanding Common Shares, reasonably Stock (other than those shares held by members of the Company's senior management team and Affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s 's intention not to renew this Agreement based upon the terms set forth in this Section 13(a12(a) of this Agreement not less than 60 180 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 60 180 days from the date of the noticeTermination Notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such dateEffective 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 the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 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 ; provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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, subject to Section 14(a) of this Agreement, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a12(a) 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”) in an amount equal to to: (i) three times the amount of the average annual Base Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve end of the most recently completed fiscal quarter prior to the date of such termination; and (12ii) full, consecutive calendar months three times the average annual amount of the Incentive Fee paid or payable to the Manager during the 24-month period immediately preceding such terminationthe termination date, calculated as of the end of the most recently completed fiscal quarter before the termination date. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later less than sixty (60) 180 days prior to the anniversary date of this Agreement the Effective Date of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Effective Date 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(c). (d) If this Agreement is terminated pursuant to this Section 1312(a) or Section 12(c), such termination shall be without any further liability or obligation of either party any Party to the otherany other Party, except as provided in Section 13(bSections 6, 9, 12(b), 14(b) and Section 16 15 of this Agreement, as applicable. In addition, Section 11 Sections 10 and 21 of this Agreement shall survive termination of this Agreement. (e) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall never become effective and shall automatically terminate and be of no force or effect upon any termination of the Merger Agreement in accordance with its terms, and such termination of this Agreement shall be without any further liability or obligation of any Party to any other Party, except as provided in the Merger Agreement.

Term Termination. (a) Until This Agreement shall continue in force and effect until December 31, 2014, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or the Manager before the end of the term. It is expected that the terms and conditions may be reviewed by the Independent Trustees at least annually. Notwithstanding any other provision of this Agreement is terminated in accordance with its termsto the contrary, this Agreement shall Agreement, or any extension thereof, may be in effect until terminated by the date that is three Company upon sixty (360) years after days’ written notice to the date hereofManager, and thereafter on each anniversary of such date which termination must be deemed renewed automatically each year for an additional one-year period unless (i) approved by a majority consisting of at least two-thirds vote of the Independent Directors Trustees, or a simple majority of the holders of outstanding Common Shares, reasonably 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 by the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause on one hundred twenty (ii120) 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 days’ 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 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 provided if the Company gives notice of termination or notice of non-renewal of this Agreement, in either case given other than forty-five for Cause (45) days prior to the prospective Effective Termination Date, written notice (any such noticeeither, a “Notice of Proposal to NegotiateCovered Termination”) 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee Manager an amount (the “Termination Fee”) equal to determined by (a) taking the amount average of the installments of the Management Fee earned by the Manager during the period consisting payable for each of the twelve (12) full, twenty-four consecutive calendar months immediately preceding such termination. The obligation ended next prior to the date of notice of the Company Covered Termination (the “Determination Period”) and multiplying the average monthly installment by 12 (the “Annual Management Fee”), (b) taking the aggregate of all amounts payable for internal audit services pursuant to pay Section 15 of this Agreement during the Determination Period and dividing the result by 2 (the “Annual Audit Services Expense”) and (c) adding the Annual Management Fee and the Annual Audit Services Expense and multiplying the sum by 2.75. One half of the Termination Fee shall survive be paid in cash together with the notice of the Covered Termination and the balance on or before the effective date of the Covered Termination. If there is a Covered Termination within twenty-four calendar months following a merger between the Company and another RMR Managed Company, in determining the Termination Fee: monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which follows the merger shall be those payable by the survivor of the merger, and monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which is prior to the merger shall be the aggregate of those payable by each of the Company and the other RMR Managed Company. If there is a Covered Termination within twenty-four calendar months following the spin-off of a subsidiary of the Company (by sale in whole or part to the public or distribution to the Company’s shareholders) to which the Company contributed Properties (the “Contributed Properties”) and which was an RMR Managed Company both at the time of the spin-off and on the date of the Covered Termination, in determining the Termination Fee: (a) monthly installments of the Management Fee for the portion of the Determination Period which is prior to the spin-off shall be recalculated based upon Average Invested Capital and Average Invested Capital of the Transferred Assets after reduction by the historical cost of the Contributed Properties (if then included in Average Invested Capital or Average Invested Capital of the Transferred Assets), provided such recalculated monthly installments of the Management Fee shall only be used in determining the Termination Fee if they result in monthly installments of the Management Fee for the period prior to the spin-off which would have been lower than those which were payable, and (b) amounts payable for internal audit services for the portion of the Determination Period which is prior to the spin-off shall be reduced to represent the same percentage of amounts charged to all RMR Managed Companies as is charged to the Company after the spin-off. Except for payment of the Termination Fee in the event of a Covered Termination, Section 21 hereof shall govern the rights, liabilities and obligations of the parties upon termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term; and, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Termexcept as provided in Sections 19, whereupon the Term of this Agreement shall not be renewed 20 and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 1321, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 other than for breach or violation of this Agreement shall survive termination of this Agreementprior to termination.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until September 29, 2012 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfairunfair to any of the Company Parties; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at upon the expiration of the original term Initial Term or any such one-year extension term as set forth above, the Company shall deliver Renewal Term upon at least 180 days’ prior written notice 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 Agreementissues the Termination Notice, the Company shall designate be obligated to (i) specify the date 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”), 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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. ThereuponUpon 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager 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 compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 45 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period consisting of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ], 2012 (the date that is three “Initial Term”) and shall be automatically renewed for a one-year term (3a “Renewal Term”) years after upon the date hereof, expiration of the Initial Term and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period thereafter unless (i) a majority consisting of at least two-thirds of all of the Independent Directors or the holders of a simple majority of the holders outstanding shares of outstanding Common Shares, reasonably 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) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 In the event that the Manager and at least two-thirds of all of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of the average annual Base Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) If this Agreement is terminated pursuant to Section 13 or Section 15 of this Section 13Agreement, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section 11 Sections 11, 13(d) and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this This Agreement is shall become effective on the closing date of the Initial Public Offering (the “IPO Closing Date”) and shall continue in operation, unless terminated in accordance with its termsthe terms hereof, until the third anniversary of the IPO Closing Date (the “Initial Term”). After the Initial Term, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager elects not to renew this Agreement in accordance with Section 13(b) or 13(d), respectively. (ib) Notwithstanding any other provision of this Agreement to the contrary, upon the expiration of the Initial Term or any Automatic Renewal Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, in connection with the expiration of the Initial Term or the then current Automatic Renewal Term, decline to renew this Agreement (any such nonrenewal, a majority consisting “Termination Without Cause”) upon the affirmative vote of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole or (ii) a simple majority of the Independent Directors agree that the Base Management Fee and Incentive Fee under this Agreement payable to the Manager is unfair; providedare not, that the Company shall not have the right taken as a whole, in accordance with then-current market rates charged by asset management companies rendering services similar to terminate this Agreement under clause (ii) foregoing if those rendered by the Manager agrees (“Above-Market Rates”), subject to continue to provide the services under this Agreement at a fee that Section 13(c) and only after reasonable investigation by the Independent Directors have determined as to be fairthe market rates charged by similarly situated managers. If In the Company elects not to renew this Agreement at the expiration event of the original term or any such one-year extension term as set forth abovea Termination Without Cause, the Company shall deliver to pay the Manager prior written notice (the “Termination Notice”) Fee before or on the last day of the Company’s intention not to renew this Agreement based upon Initial Term or such Automatic Renewal Term, as 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 designate the date case may be (the “Effective Termination Date”). The Company may terminate this Agreement for cause pursuant to Section 14 hereof even after a Termination Notice and, not less than 60 days from in such case, no Termination Fee shall be payable. (c) Notwithstanding the date provisions of subsection (b) above, if the reason for nonrenewal specified in the Company’s Termination Notice is that two-thirds of the notice, on which Independent Directors have determined that the Base Management Fee or the Incentive Fee payable to the Manager are, taken as a whole, at Above-Market Rates, the Company shall cease not have the foregoing non-renewal right in the event the Manager agrees that it will continue to provide services under this Agreement and this Agreement shall terminate on such dateperform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term at rates that at least two-thirds of the Independent Directors determine to be at or below market rates, taken as a whole; 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 Base Management Fee and/or the Incentive Fee, by delivering to the Company, no fewer not less than forty-five (45) 120 days prior to the prospective pending Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreementthe Base Management Fee and/or the Incentive Fee. Thereupon, the Company and the Manager shall endeavor to negotiate the Base Management Fee and/or the Incentive Fee in good faith the revised compensation payable to the Manager under this Agreementfaith. Provided that the Manager Company and the Company Manager agree to a revised Base Management Fee, Incentive Fee (or other compensation structurestructure within sixty (60) within 45 days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect effect, and this Agreement shall continue in full force and effect on the terms stated in this Agreementherein, except that the Base Management Fee, the Incentive Fee or other compensation structure shall be the revised Base Management Fee, Incentive Fee (or other compensation structure) structure effective as of the date as then agreed upon by the parties to this AgreementCompany and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Base Management Fee Fee, Incentive Fee, or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Base Management Fee Fee, Incentive Fee, or other compensation structure during such 45 sixty (60) day period, this Agreement shall terminate, such termination to be effective terminate on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in and the Company shall be obligated to pay the Manager the Termination NoticeFee upon the Effective Termination Date as a condition of such termination action being effective. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (cd) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on upon the anniversary of the Closing Effective Termination Date next following the delivery of such notice. (d) If . The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement is terminated pursuant to this Section 1313(d). (e) Except as set forth in this Section 13(e), such termination a nonrenewal of this Agreement pursuant to this Section 13(e) shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and 8, Section 16 of this Agreement. In addition9, Section 11 of this Agreement shall survive termination and Section 15 of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2013 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders outstanding shares of outstanding Common Shares, reasonably 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) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 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 60 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 the Management Fee 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 Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within forty-five (or other compensation structure45) 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 compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three (3) times the amount sum of (a) the average annual Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty one hundred eighty (60180) days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until Unless this Agreement is terminated earlier for cause in accordance with its termsSection 14 below, this Agreement shall be in effect until March 31, 2020 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting 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 or based on a simple majority of the holders of outstanding Common Shares, reasonably agree 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) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfair; provided, unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 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 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 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 effect an Internalization Transaction pursuant to Section 17, whether at the end of the Initial Term or any Renewal Term. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period consisting prior to such termination, calculated as of the twelve end of the most recently completed fiscal quarter prior to the date of termination, or (12ii) fullthe Internalization Price (as defined in Section 17(e) below, consecutive calendar months immediately preceding such terminationwithout 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 Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2010 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and its Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Advisor hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager Advisor agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager Advisor 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 60 180 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 60 180 days from the date of the notice, on which the Manager Advisor 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 Advisor is unfair, the Manager Advisor shall have the right to renegotiate the Management Fee 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Manager Advisor under this Agreement. Provided that the Manager Advisor and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Advisor 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 compensation payable to the Advisor hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager Advisor are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Advisor during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. The Company may elect to terminate this agreement under the provisions of this Section 13(a) prior to the expiration of the Initial Term if the Advisor has failed to earn Incentive Compensation for four (4) consecutive quarters. (b) 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 ManagerAdvisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount sum of (a) the Management average annual Base Advisory Fee and (b) the average annual Incentive Compensation earned by the Manager Advisor during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager Advisor may deliver written notice to the Company informing it of the ManagerAdvisor’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) and Section 16 of this Agreement. In addition, Section Sections 8(f) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this This Agreement is terminated in accordance with its terms, this Agreement shall be in effect until will terminate upon the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless first to occur of: (i) a majority consisting of at least two-thirds the fifth (5th) anniversary of the Independent Directors or Effective Date (the “Expiration Date”; provided that such Expiration Date may be extended upon the agreement of A/N and Liberty, to a simple majority of subsequent agreed upon date, in which case such subsequent date will be deemed the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or Expiration Date); (ii) a simple majority of the Independent Directors agree that the Management Fee payable upon written notice by Liberty to the Manager is unfair; providedA/N, that a 40 Act Event, as determined in the Company reasonable opinion of Liberty’s counsel, has occurred; (iii) upon written notice by A/N to Liberty, upon a material breach by Liberty of any of its covenants or agreements contained herein, provided that such breach shall not have the right to terminate this Agreement under clause been cured within ten (ii10) 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 Business Days after written notice thereof shall have been received by Liberty; (the “Termination Notice”iv) a Liberty Change of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(aControl; (v) a Transfer by any Liberty Party of this Agreement not less any shares of Class A Common Stock, other than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement(A) a Permitted Transfer, the Company shall 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 case of a determination that Transfer pursuant to clause (y) of Section 4.6(b)(ix) of the compensation payable to the Manager is unfairStockholders Agreement, the Manager Voting Interest of Liberty (including the Proxy Shares) shall equal no less than the 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 cause the 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 Total Voting Power, provided, that, (x) Liberty shall have the right to renegotiate the Management Fee by delivering to the Companypromptly notified A/N in writing of such Transfer, no fewer than (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 prior 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 prospective Effective Termination Date, written notice Voting Interest of Liberty (any such notice, a “Notice of Proposal including the Proxy Shares) to Negotiate”be no less than the Target Percentage and (2) of its intention certified in writing 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 A/N that the Manager and Voting Interest of Liberty (including the Company agree to Proxy Shares) is no less than the Target Percentage; or (C) a revised Management Fee (or other compensation structure) within 45 days Transfer by Liberty of any shares of Class A Common Stock following the receipt which Transfer Liberty retains no less than 19.01% 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.Total Voting Power; or (bvi) In upon the event that this Agreement is terminated in accordance with the provisions mutual written agreement of Section 13(a) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such terminationA/N and Liberty. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date party hereto will be relieved from any liability for breach of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery by reason of such noticetermination. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement The term for which the Talc Trust is terminated in accordance with its terms, this Agreement to exist shall be in effect until commence on the date that is three of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section 7.3(b) through Section 7.3(d) below. (3b) years after the date hereof, and thereafter The Talc Trust shall automatically dissolve on each anniversary of such date be 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 date on which the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that Confirmation Order is materially detrimental to vacated by the Company Bankruptcy Court or (ii) a simple majority if the Effective Date shall have occurred, the date ninety (90) days after the first occurrence of any of the Independent Directors agree following events (as applicable, the “Dissolution Date”): (i) the date on which the Trustees decide, with the consent of the TAC and the FCR, to dissolve the Talc Trust because (A) the Trustees, in their reasonable judgment, deem it unlikely that new Talc Claims will be filed against the Management Fee payable to Talc Trust, (B) all Talc Claims duly filed with the Manager is unfair; providedTalc Trust have been liquidated and paid or otherwise resolved, that and (C) twelve (12) consecutive months have elapsed during which no new Talc Claim has been filed with the Company shall not have the right to terminate this Agreement under clause Talc Trust; (ii) foregoing if the Manager agrees Trustees, with the consent of the TAC and the 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 continue discharge all expected remaining obligations and expenses of the 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 insurance and other arrangements and such order becomes a Final Order; or (iii) to provide the services under this Agreement at a fee extent that any rule against perpetuities shall be deemed applicable to the Independent Directors have determined to be fairTalc Trust, the date on which twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of all the descendants of the late ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., father of the late President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, living on the date hereof. (c) If the Company elects not to renew this Agreement at Effective Date shall have occurred, on the expiration Dissolution Date (or as soon thereafter as is reasonably practicable), after the wind-up of the original term or any such one-year extension term Talc Trust’s affairs by the Trustees and payment of all the Talc Trust’s liabilities has been provided for as set forth aboverequired by applicable law including Section 3808 of the Act, all monies remaining in the Company Talc Trust shall deliver be given to the Manager prior written notice (the “Termination Notice”charitable organization(s) exempt from federal income tax under section 501(c)(3) of the Company’s intention not to renew this Agreement based upon Internal Revenue Code, which tax-exempt organization(s) shall be selected by the terms set forth Trustees 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 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 datetheir reasonable discretion; provided, however, that in (i) if practicable, the event that such Termination Notice is given in connection with a determination that activities of the compensation payable selected tax-exempt organization(s) shall be related to the Manager is unfairtreatment of, research on the Manager cure of, or other relief for individuals suffering from, ovarian cancer, or other gynecological disease and (ii) the tax-exempt organization(s) shall have the right to renegotiate the Management Fee by delivering not bear any relationship to the Company, no fewer than forty-five (45) days prior to Reorganized Debtor within the prospective Effective Termination Date, written notice (any such notice, a “Notice meaning of Proposal to Negotiate”section 468B(d)(3) of its intention to renegotiate its compensation under this Agreementthe Internal Revenue Code. 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 Notwithstanding any contrary provision 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 45 day periodany Plan Document, this Agreement shall terminate, such termination to be effective on the date which is the later of (ASection 7.3(c) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall cannot be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticemodified or amended. (d) If this Agreement is terminated pursuant Following the dissolution and, if the Effective Date shall have occurred, distribution of the assets of the Talc Trust, the Talc Trust shall terminate and the Trustees and the Delaware Trustee (acting solely at the written direction of the Trustees) shall execute and cause a Certificate of Cancellation of the Certificate of Trust of the Talc Trust to this Section 13, such termination shall be without any further liability or obligation of either party filed in accordance with the Act. Notwithstanding anything to the othercontrary contained in this Trust Agreement, except the existence of the Talc Trust as provided in Section 13(b) and Section 16 a separate legal entity shall continue until the filing of this Agreement. In addition, Section 11 such Certificate of this Agreement shall survive termination of this AgreementCancellation.

Term Termination. (a) Until The term of this Agreement is shall be from the Effective Date through January 14, 2022, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement (the “Term”). This Agreement may be terminated prior to its termsexpiration in the following manner: (i) by Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, the Separation and Release of Claims Agreement between Consultant and Voyager to which this Consulting Agreement is attached as Exhibit B (the “Separation Agreement”), or the Restrictive Covenants Agreement referenced in the Separation Agreement; (ii) by Consultant at any time immediately upon written notice if Voyager has materially breached this Agreement or the Separation Agreement; (iii) at any time upon the mutual written consent of both parties; (iv) by Voyager at any time without cause upon not less than ten (10) days’ prior written notice to Consultant, or by Consultant at any time without cause upon not less than thirty (30) days’ prior written notice; or (v) automatically upon (x) Consultant’s failure to timely sign the Separation Agreement, (y) Consultant’s revocation of the Separation Agreement, or (z) the death, physical incapacitation or mental incompetence of Consultant. Any expiration or termination of this Agreement shall be in effect until the date without prejudice to any obligation of either party that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 accrued prior to the effective date of expiration or termination. Upon expiration or termination 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 60 days from the date of the notice, on which the Manager shall cease to provide services neither Consultant nor Voyager will have any further obligations 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 structurea) then Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed upon to 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 45 day periodVoyager, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth unless Voyager specifies in the Termination Notice. notice of termination that Services in progress should be completed; (b) In Consultant will deliver to Voyager all Work Product (defined below) made through expiration or termination; (c) Voyager will pay Consultant any monies due and owing Consultant, up to the event that this Agreement is terminated in accordance with the provisions time of Section 13(atermination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) of Consultant will immediately return to Voyager all Voyager Property (defined below) and other Confidential Information (defined below) and copies thereof provided to Consultant under this Agreement; and (e) the terms, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall conditions and obligations under Sections 2 and 4 through 14 will survive the expiration or termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.​

Term Termination. (a) Until The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement is terminated in accordance with its termsand ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in effect until this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date that on which any notice period required under this Section 6 expires or, if no notice period is three specified in this Section 6, the effective date of the termination referenced in the notice. (3b) years after The Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Section 6(b), the date hereofExecutive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and pro rata portion of Executive’s bonus, and thereafter on each anniversary if any, through the Termination Date; (B) over a period of twelve (12) months following such date be deemed renewed automatically each year for Termination Date (the “Severance Period”) an additional one-year period unless amount equal to the sum of his (i) a majority consisting Basic Salary at the time of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common SharesTermination, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or plus (ii) a simple majority of the Independent Directors agree that Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the Management Fee payable to the Manager is unfair; providedthen applicable employee benefit, 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 incentive or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) equity plans and programs of the Company’s intention not to renew this Agreement based upon , which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms set forth in this Section 13(aof such plans and programs; and (D) of this Agreement not less than 60 days prior to benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during 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 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 dateSeverance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended, then the Company shall in good faith adjust the event that form or timing of such Termination Notice is given payments as it reasonably determines to be necessary or advisable to be in connection compliance with Section 409A. (c) The Company may terminate Executive's employment upon a determination by the Company that "Cause" exists for Executive's termination and the compensation payable Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the Manager is unfair, best interests or reputation of the Manager shall have the right to renegotiate the Management Fee by delivering Company which in fact result in material and substantial injury to the Company, no fewer than forty-five including, but not limited to, knowing participation in any activity intended by Executive to result in misreporting the financial affairs of the Company; (45iii) days refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued by the Chief Executive Officer or pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e)); (v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and Executive's failure to cure such violation within such 30 day period); (vi) Executive's substantial dependence, as reasonably determined by the Chief Executive Officer or the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; (vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company a substantial detriment; or (viii) Executive’s failure to relocate to the New York, New York area within twelve months of the Start Date, provided, however, in the event the Company enters into negotiations for a transaction which would result in a change in control (as that term is used in Section 3(c) hereof) prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”Executive’s relocation this Section 6(c)(viii) of its intention to renegotiate its compensation under this Agreement. Thereupon, may not be utilized by the Company and to terminate Executive’s employment until (i) if the Manager shall endeavor to negotiate negotiation results 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 transaction, expiration of the Notice of Proposal to NegotiateWindow Period; or (ii) if the negotiation does not result in a transaction, 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (Aa) ten (10) days following twelve months from the end of such 45 day period and (B) the Effective Termination Start Date originally set forth in the Termination Notice. or (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar three months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive from the termination of this Agreementnegotiations. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. 12.1 This Supply Agreement will have a term (athe “Initial Term”) Until which will run through December 31, 2019. Unless terminated earlier pursuant to this Agreement is terminated in accordance with its termsSection 12, this Supply Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed will automatically each year renew for an additional one-year period unless of two (2) years (the “Renewal Term” and, together with the Initial Term, the “Term”). Any additional renewals beyond the Term shall be based upon the mutual agreement of the Parties. Within [ * ] days of the expiration of the Initial Term, Cerus and Porex will discuss the pricing terms for the Renewal Term. If Cerus and Porex agree on new pricing within such period, such pricing will become effective as of [ * ]. The Parties hereto agree that in no event shall the price increase for any Product produced hereunder exceed [ * ]. If Cerus and Porex are unable to agree within such [ * ] days after having negotiated in good faith and adhering to the limit on pricing increases set forth in the preceding sentence, then this Supply Agreement will, at Cerus’ option either (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably 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 Initial Term or any such one-year extension term as set forth above, the Company shall deliver (ii) renew with a [ * ] increase to the Manager prior written notice (the “Termination Notice”) pricing in effect as 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 Initial Term, which pricing shall be effective as of [ * ]. 12.2 Cerus may terminate this Agreement, the Company shall designate the date Supply Agreement in its sole discretion at any time by giving Porex at least twelve (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 (4512) days months’ prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention intent to renegotiate its compensation under terminate this Supply 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. . 12.3 In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth Cerus’ aggregate billable units fall below [ * ] units in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager any calendar year during the period consisting of the Term (unless such shortfall is due to regulatory or compliance issues or facility-driven production downtime), Porex may terminate this Supply Agreement in its sole discretion by giving Cerus at least twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation months’ prior written notice of the Company its intent to pay the Termination Fee shall survive the termination of terminate this Supply Agreement. 12.4 If a Party materially breaches this Supply Agreement and such breach remains uncured for a period of ninety (c90) No days after written notice containing details of the breach is delivered to the breaching Party, then the non-breaching Party may terminate this Supply Agreement as to the breaching Party by further notice delivered no later than sixty thirty (6030) days prior to after the anniversary date expiration of the initial ninety (90) day cure period. 12.5 Each Party may terminate this Supply Agreement effective immediately with written notice in the event the other Party (“Insolvent Party”) files for bankruptcy, is adjudicated bankrupt, takes advantage of any year during applicable insolvency laws, makes an assignment for the Termbenefit of creditors, is dissolved or has a receiver appointed for its property (which in the Manager may deliver written case of a receiver is not removed within thirty (30) days after notice to the Company informing it Insolvent Party). Such termination is only 12.6 The provisions of the Manager’s intention not to renew the TermSections 2.3, whereupon the Term of this Agreement shall not be renewed 2.4, 4, 5 and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 7 through 11 of this Supply Agreement shall survive termination of this Agreementthe Supply Agreement and remain in effect in accordance with their terms.

Term Termination. (a) Until this This Agreement is terminated shall remain in full force and effect until its termination in accordance with its terms, this Agreement shall be in effect until the date that is three Section 4. The Buyers (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless (i) by a majority consisting of at least two-thirds vote of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably 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 outstanding principal of the Management Fee payable to the Manager is unfair; providedNotes) may, that the Company shall not have the right to in their sole discretion, terminate this Agreement under clause and remove the Collateral Agent from its appointment hereunder at any time by giving the Collateral Agent and the Debtors at least thirty (ii30) foregoing if days’ prior written notice. The Collateral Agent may terminate this Agreement, and resign from its appointment hereunder, by giving the Manager agrees to continue to provide the services under this Agreement Buyers at a fee that the Independent Directors have determined to be fairleast thirty (30) days’ prior written notice. If the Company elects not to renew this Agreement Collateral Agent at any time shall resign, the expiration Buyers shall (by a vote 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”) holders of a majority 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 outstanding principal 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”Notes), 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days after such notice, appoint a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder and under the Security Document. If no successor Collateral Agent shall have been so appointed, and shall have accepted such appointment, within the above time frame the retiring Collateral Agent may (but shall not be obligated to) appoint a successor. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall be entitled to receive from the retiring Collateral Agent such documents of transfer and assignment as such successor Collateral Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Collateral Agent. Regardless of whether any such successor has been appointed and accepted such appointment, the resigning Collateral Agent shall be discharged from its duties and obligations under this Agreement following the end expiration of such 45 thirty (30) day period and (B) notice period. After the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with effective date of any retiring Collateral Agent’s resignation hereunder as collateral agent, the provisions of Section 13(a) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not inure to its benefit as to any actions taken or omitted to be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of taken by it while it was Collateral Agent under this Agreement.

Term Termination. (a) Until The term of this Agreement is shall be from the Effective Date through June 28, 2022, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement (the “Term”). This Agreement may be terminated prior to its termsexpiration in the following manner: (i) by Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, the Retirement Agreement dated May 20, 2019 between Consultant and the Company (the “Retirement Agreement”), or the Restrictive Covenants Agreement referenced in the Retirement Agreement; (ii) by Consultant at any time immediately upon written notice if Voyager has materially breached this Agreement or the Retirement Agreement; (iii) at any time upon the mutual written consent of both parties; or (iv) automatically upon (x) Consultant’s failure to timely sign the Additional Release attached to the Retirement Agreement as Attachment B (the “Additional Release”), (y) Consultant’s revocation of the Additional Release, or (z) the death, physical incapacitation or mental incompetence of Consultant. Any expiration or termination of this Agreement shall be in effect until the date without prejudice to any obligation of either party that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 accrued prior to the effective date of expiration or termination. Upon expiration or termination 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 60 days from the date of the notice, on which the Manager shall cease to provide services neither Consultant nor Voyager will have any further obligations 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 structurea) then Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed upon to 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 45 day periodVoyager, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth unless Voyager specifies in the Termination Notice. notice of termination that Services in progress should be completed; (b) In Consultant will deliver to Voyager all Work Product (defined below) made through expiration or termination; (c) Voyager will pay Consultant any monies due and owing Consultant, up to the event that this Agreement is terminated in accordance with the provisions time of Section 13(atermination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) of Consultant will immediately return to Voyager all Voyager Property (defined below) and other Confidential Information (defined below) and copies thereof provided to Consultant under this Agreement; and (e) the terms, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall conditions and obligations under Sections 2 and 4 through 14 will survive the expiration or termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until Executive's employment pursuant hereto shall become effective on the Effective Date (as hereinafter defined) and shall remain in effect, subject to renewal pursuant to subparagraph (b) of this Agreement Paragraph 2 and to earlier termination pursuant to subparagraph (c) of this Paragraph 2, until December 31, 2023 the ("Initial Expiration Date"). The term of employment hereunder, commencing with the Effective Date and including any renewals or extensions hereof, is terminated in accordance with its termshereinafter referred to as the "Employment Term." (b) Subject to the provisions of subparagraph (c) of this Paragraph 2, this Agreement shall may be in effect until extended for additional periods of one year commencing on the date that is three (3) years after the date hereof, Initial Expiration Date and thereafter on each anniversary of the Initial Expiration Date (each such anniversary date be deemed renewed automatically each year for being referred to herein as an additional one-year period unless (i"Extension Date") a majority consisting if the Board of at least two-thirds Directors of both the Company and the Bank determines by resolution, after reviewing the performance of the Independent Directors or a simple majority of Executive, to extend this Agreement prior to the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that Initial Expiration Date and/or Extension Date and such extension is materially detrimental not objected to by Executive pursuant to written notice to the Company or the Bank prior to such anniversary. (iic) 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 In addition to the expiration of the then existing term. If Employment Term as provided above, subject to the Company so elects not to renew this Agreementprovisions of Paragraph 2(1) hereof, the Company shall 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 Executive's employment 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 Bank shall endeavor to negotiate in good faith terminate on the revised compensation payable to Date of Termination (as hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the Manager under this Agreement. Provided that the Manager and option of the Company agree or the Bank if, as a result of Executive's incapacity due to physical or mental illness, he is unable to perform the duties of his employment hereunder for a revised Management Fee period of sixty (60) consecutive days or other compensation structurean aggregate of ninety (90) within 45 days following in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the receipt option of the Notice Company or the Bank at any time for Cause. "Cause" shall mean (A) action by Executive involving personal dishonesty; incompetence; willful misconduct; breach of Proposal fiduciary duty involving personal profit; intentional failure to Negotiateperform stated duties; willful violation of any law, the Termination Notice shall rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or gross negligence which has or may reasonably be deemed of no force and effect and this Agreement shall continue in full force and expected to have a material adverse effect on the terms stated in financial condition or reputation of the Company or the Bank; (B) termination of Executive pursuant to the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or the Bank; (C) conviction of Executive of the commission of any criminal offense involving dishonesty or breach of trust; (D) any material breach by Executive of a term, condition or covenant of this Agreement; or (E) the engagement by Executive in any activity constituting a material breach of Paragraph 9, except that the Management Fee shall be the revised Management Fee (10 or other compensation structure) then agreed upon by the parties to 11 of this Agreement. The Company and reserves the Manager agree right to execute and deliver an amendment institute litigation against Executive to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In recover damages in the event that the Company and or its Subsidiaries or Affiliates suffers damages as a result of the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on Executive engaging in any of the date which is the later of conduct specified in clauses (A) ten through (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(aE) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.2(c)(iii);

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until three years from the date that is three of completion of the Initial Public Offering (3the “Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or Board of Directors, including a simple majority of the holders of outstanding Common SharesIndependent Directors, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 Board of Directors, including a majority of the Independent Directors have determined Directors, determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at upon the expiration of the original term Initial Term or any such one-year extension term as set forth above, Renewal Term pursuant to the Company shall deliver preceding sentence upon at least 180 days’ prior written notice 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 Agreementissues the Termination Notice, the Company shall designate be obligated to (i) specify the date 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”), 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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. ThereuponUpon receipt by the Company of a Notice of Proposal to Negotiate, the Company Board of Directors, including a majority of 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 a majority of the Company Board of Directors, including a majority of the Independent Directors, agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager 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 compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 45 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the upfront effort required by the Manager to structure the Company and its 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(a12(a) or Section 13(b) of this Agreement, the Company Operating Partnership and its Subsidiaries shall pay or cause to be paid to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee earned by the Manager Manager, in each case during the 24-month period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company Operating Partnership and its Subsidiaries to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Operating Partnership and its Subsidiaries shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement12(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, The term of this Agreement shall be in effect commence on the date hereof and, except as otherwise expressly provided herein, shall continue for a period of four years or, if earlier, until the date that is three earlier of (3x) years after the expiration of the Option Term as described in the Option Agreement dated as of October , 2004 between Property Owner and U-Store-It, and (y) the date hereof, and thereafter on each anniversary which all the Facilities are sold or otherwise disposed of. If at the end of such date four year period, Property Owner hasn’t sold all of the Facilities, Property Owner will be deemed renewed automatically each entitled to extend this Agreement for a period of up to one year for an additional one-year period unless with 60 days advance written notice. In the event of (i) a majority consisting Service Provider’s breach of at least two-thirds this Agreement, which breach materially and adversely affects Property Owner or the Facilities and which, if capable of the Independent Directors or a simple majority of the holders of outstanding Common Sharescure, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or remains uncured for 30 days after written notice thereof, (ii) the gross negligence, willful misconduct or fraud in the performance by Service Provider of its obligations hereunder which, if capable of cure, remains uncured for 30 days after written notice thereof, (iii) the filing by Service Provider of a simple majority petition under any bankruptcy, insolvency or similar law seeking dissolution, liquidation or reorganization, (iv) a general assignment by Service Provider for the benefit of creditors or (v) the Independent Directors agree that the Management Fee payable to the Manager is unfair; provideddissolution of Service Provider, that the Company Property Owner shall not have the right to terminate this Agreement under clause upon written notice to Service Provider in accordance with the notice provisions set forth in Section 6.14, which termination shall be effective seven business days after delivery of such written notice. In the event of (i) Property Owner’s breach of this Agreement, which breach materially and adversely affects Service Provider or the Facilities and which, if capable of cure, remains uncured for 30 days after written notice thereof, (ii) foregoing the gross negligence, willful misconduct or fraud in the performance by Property Owner of its obligations hereunder which, 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 capable of the original term or any such one-year extension term as set forth abovecure, the Company shall deliver to the Manager prior remains uncured for 30 days after written notice thereof, (iii) the “Termination Notice”filing by Property Owner of a petition under any bankruptcy, insolvency or similar law seeking dissolution, liquidation or reorganization, (iv) a general assignment by Property Owner for the benefit of creditors or (v) the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) dissolution 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 AgreementProperty Owner, the Company shall 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 Service Provider 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, terminate this Agreement upon 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated Property Owner in accordance with the notice provisions set forth in Section 6.14, which termination shall be effective seven business days after delivery of Section 13(a) of this Agreement, the Company shall pay such written notice. Notwithstanding anything to the Managercontrary set forth herein, on the date on which such no termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed effective unless and extended and this Agreement shall terminate effective on until Property Owner has received the anniversary consent of any lender to Property Owner required under the terms of the Closing Date next following the delivery of such noticeapplicable loan documents. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until July 27, 2014 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of the average annual Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each third anniversary of such date completion of the Listing (the “Initial Term”) and shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of at least two-thirds of the outstanding shares of Common SharesStock (other than those shares held by certain parties related to the Company, reasonably including the Company’s members, principals, employees and affiliates) agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Advisor hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term Renewal Term as set forth above, the Company shall deliver to the Manager Advisor 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 60 180 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 60 180 days from the date of the notice, on which the Manager Advisor shall cease to provide services under this Agreement 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 Advisor is unfair, the Manager Advisor shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Manager Advisor under this Agreement. Provided , provided that the Manager Advisor and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Advisor 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 compensation payable to the Advisor hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager Advisor are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Advisor during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Advisor to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Advisor, 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 ManagerAdvisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount of the Management average annual Base Advisory Fee earned by the Manager Advisor during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation end of the Company most recently completed fiscal year prior to pay the Termination Fee shall survive the termination date of this Agreementtermination. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the a Renewal Term, the Manager Advisor may deliver written notice to the Company informing it of the ManagerAdvisor’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. The Company is not required to pay to the Advisor the Termination Fee if the Advisor terminates this Agreement pursuant to this Section 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 20 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this This Agreement is terminated 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 pursuant to the Indenture, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms, terms or (iii) the early termination of this Agreement shall be in effect until the date that is three (3accordance with Section 12(b) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or (iie) a simple majority of the Independent Directors agree that the Management Fee payable or Section 14. (b) Subject only to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (iic) 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 abovebelow, the Company shall deliver to the Collateral Manager may resign, upon ninety (90) days’ 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 Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee (who shall deliver a copy of such notice to the then existing term. If the Company so elects not to renew this AgreementHolders); provided that, the Company shall 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 Collateral Manager shall have the right to renegotiate resign immediately upon the Management Fee effectiveness of any change in applicable law or regulations which renders the performance by delivering the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation. (c) Notwithstanding the provisions of clause (b) above, 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. As a condition precedent to assuming the obligations of the Collateral Manager hereunder, any successor portfolio manager shall agree that, in the event the Collateral Manager determines at any time that it is necessary or advisable under the requirements of the U.S. Risk Retention Rules to transfer the U.S. Retention Interest (or cause the Retention Holder to transfer the U.S. Retention Interest) 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. Thereuponsuccessor Collateral Manager, the Company and the successor Collateral Manager shall endeavor acquire such U.S. Retention Interest from the Collateral Manager (or the Retention Holder) at a price equal to negotiate in good faith an amount agreed to between the revised compensation payable to the Manager under this Agreement. Provided that the Collateral Manager and the Company agree to a revised Management Fee successor Collateral Manager. (d) Promptly after notice of any removal under Section 14 or other compensation structure) within 45 days following the receipt any resignation of the Notice Collateral Manager that is to take place while any of Proposal to Negotiatethe Notes are Outstanding, the Termination Notice Issuer shall transmit copies of such notice of resignation or removal to the Trustee (which shall forward a copy of such notice to the Holders) and S&P (if then rating a Class of Secured Notes) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the 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 or result in the Issuer becoming, or require the pool of Assets to be deemed registered as, an investment company under the Investment Company Act, (iv) has been identified in a prior written notice provided to S&P and (v) has not been objected to by a Majority of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that Controlling Class. (e) If (i) a Majority of the Management Fee shall be Subordinated Notes fails to nominate a successor within thirty (30) days after initial notice of the revised Management Fee resignation or removal of the Collateral Manager or (or other compensation structureii) then agreed upon a Majority of the Controlling Class objects to the proposed successor nominated by the parties to this Agreement. The Company and Holders of 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) Subordinated Notes within ten (10) days following after the end date of the notice of such 45 day period and nomination, then a Majority of the Controlling Class shall, within thirty (B30) days after the Effective Termination Date originally 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 Termination NoticeSubordinated Notes 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 resigning or removed Collateral Manager, a Majority of the Subordinated Notes and a Majority of the Controlling Class shall each 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. (bf) In If no successor collateral manager has been appointed within 180 days after initial notice of the event that this Agreement is terminated in accordance resignation or removal of the Collateral Manager, any Holder of Class A Notes with an Aggregate Outstanding Amount greater than $5 million as of the provisions date of Section 13(athe initial notice of the resignation or removal of the Collateral Manager may petition any court of competent jurisdiction for the appointment of a successor collateral manager. Any such appointment by any court of competent jurisdiction shall not require the consent of, nor be subject to the disapproval of, the Issuer, any Holder or beneficial owner of any Notes or the outgoing Collateral Manager. The Issuer shall provide notice to the Holders and the Trustee (for forwarding to S&P) of this Agreement, the Company shall pay to appointment of a successor collateral manager promptly after the Manager, on the date on which effectiveness of such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreementappointment. (cg) No later than sixty (60) days prior The successor collateral manager shall be entitled to the anniversary date 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 this Agreement 100% of any year during the TermHolders or beneficial owners of each Class of Notes voting separately by Class, the including Collateral Manager may deliver Notes, and prior written notice to S&P (if then rating a Class of Secured Notes). Upon the Company informing it later of the Manager’s intention not expiration of the applicable notice periods with respect to renew termination specified in this Section 12 or in Section 14 and the Termacceptance of its appointment hereunder by the successor collateral manager, whereupon all authority and power of the Term of 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 the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of necessary to effect any such noticesuccession. (dh) If this Agreement is terminated pursuant to this Section 1312, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(bclause (i) below. (i) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 15, 17, 21, 22, 23 and Section 16 of this Agreement. In addition, Section 11 25 shall survive any termination of this Agreement shall survive termination of pursuant to this AgreementSection 12 or Section 14.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until July 31, 2023 (the date that is three (3“Current Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term on that date and each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding Common Shares, reasonably Shares agree that not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Current Term or any such one-year extension term 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) of this Agreement not less than 60 one hundred and 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 60 one hundred and 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 the Management Fee 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 Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within forty-five (or other compensation structure45) 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 compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 forty-five (45) day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 forty-five (45) day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 15(c) 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”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the period consisting two 12-month periods immediately preceding the last quarter end prior to the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination provided that the parties acknowledge and agree that if (and only if) any such termination in accordance with the provisions of Section 13(a) or 15(c) of this Agreement occurs prior to July 31, 2022, then the amount of the Termination Fee shall be equal to four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned in the aggregate by the Company’s manager during the two twelve (12) full, consecutive calendar months 12)-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The parties acknowledge and agree that the aggregate quarterly Base Management Fee and Incentive Compensation earned by the Company’s manager prior to the date hereof for each of the quarters in the twenty-four (24) month period ended June 30, 2020 is attached hereto as Exhibit D and shall be utilized in determining the Termination Fee in accordance with the preceding sentence, if necessary. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty one hundred and eighty (60180) days prior to the anniversary date expiration of this Agreement of the Current Term or any year during the Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary upon expiration of the Closing Date next following the delivery of such noticethen current term. (d) If this Agreement is terminated pursuant to this Section 1313 or Section 15 hereof, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section Sections 6, 9, 10, 13(b) and Section 16 of this Agreement. In addition, Section Sections 8(i) (including the provisions of Exhibit B) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this This Agreement is terminated 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 Collateral and the final distribution of the proceeds of such liquidation to the Noteholders; or (iii) the termination of this Agreement in accordance with subsection (b), (c) or (d) of this Section 12 or Section 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary, this Agreement shall may be in effect until terminated without cause by the date that is three (3) years after the date hereofCollateral Manager, and thereafter on each anniversary of the Collateral Manager may resign, upon 90 days' (or such date be 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 Common Shares, reasonably agree that there has been unsatisfactory performance that shorter notice as is materially detrimental acceptable to the Company or (iiIssuer) a simple majority of the Independent Directors agree that the Management Fee payable written notice 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 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 dateIssuer; provided, however, that in no such termination or resignation shall be effective until the event that such Termination Notice is given in connection with date as of which a determination that the compensation payable to the Manager is unfair, the successor Collateral Manager shall have agreed in writing to assume all of the right Collateral Manager's duties and obligations pursuant to renegotiate this Agreement, and the Management Fee Issuer shall use its best efforts to appoint a successor Collateral Manager to assume such duties and obligations. Any replacement Collateral Manager must be appointed by delivering the Issuer and approved by the Holders of a Majority of the Aggregate Outstanding Amount of the Controlling Class of Notes. (c) This Agreement may be terminated at any time by the Issuer, and the Issuer may remove the Collateral Manager, upon 90 days' prior written notice to the Company, no fewer than forty-five Collateral Manager (45) days or such shorter notice as is acceptable to the Collateral Manager). The Issuer agrees that prior to the prospective Effective Termination Datedelivery by it of a notice of termination pursuant to this subsection (c), written notice it shall obtain the consent to such termination from the holders of a Majority of the Aggregate Outstanding Amount of the Controlling Class of Notes. Notwithstanding the foregoing, no termination pursuant to this subsection (any such notice, c) shall be effective until the date as of which a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the successor Collateral Manager shall endeavor have agreed in writing 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 assume all of the Notice of Proposal Collateral Manager's duties and obligations pursuant 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (cd) No later than sixty This Agreement shall be automatically terminated in the event that the Issuer determines in good faith that the Issuer or the Co-Issuer or the pool of Collateral has become required to be registered under the provisions of the Investment Company Act, and the Issuer notifies the Collateral Manager thereof. 69 (60e) days prior to the anniversary date Upon termination of this Agreement of any year during the TermAgreement, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement neither party shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without have any further liability or obligation of either party to the other, except as provided in Section 13(b) Sections 2(f)(i), 10 and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination 15 of this Agreement. (f) Any removal or resignation of the Collateral Manager while any Notes are Outstanding will be effective upon the appointment by the Issuer (and the acceptance in writing by such successor Collateral Manager) of a successor Collateral Manager that is an 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 and (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. 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 Indenture applicable to the Collateral Manager, as shall be necessary to effectuate any such succession. (g) In the event of removal of the Collateral Manager pursuant to this Agreement by the Issuer or, to the extent so provided in the Indenture, by the Trustee, 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, to the extent so provided in the Indenture, the Trustee may by notice in writing to the Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Collateral Manager under this Agreement (except those that survive termination pursuant to Section 12(e) above). Upon expiration of the applicable notice period with respect to termination specified in this Section 12 or Section 14 of this Agreement, as applicable, all authority and power of the Collateral Manager under this Agreement, whether with respect to the Collateral or otherwise, shall automatically and without further action by any person or entity pass to and be vested in the successor Collateral Manager upon the appointment thereof.

Term Termination. (a) Until Executive's employment pursuant hereto shall become effective on the Effective Date (as hereinafter defined) and shall remain in effect, subject to renewal pursuant to subparagraph (b) of this Agreement Paragraph 2 and to earlier termination pursuant to subparagraph (c) of this Paragraph 2, until the third anniversary of the Effective Date (the "Initial Expiration Date"). The term of employment hereunder, commencing with the Effective Date and including any renewals or extensions hereof, is terminated in accordance with its termshereinafter referred to as the "Employment Term." (b) Subject to the provisions of subparagraph (c) of this Paragraph 2, this Agreement shall may be in effect until extended for additional periods of one year commencing on the date that is three (3) years after the date hereof, Initial Expiration Date and thereafter on each anniversary of the Initial Expiration Date (each such anniversary date be deemed renewed automatically each year for being referred to herein as an additional one-year period unless (i"Extension Date") a majority consisting if the Board of at least two-thirds Directors of the Independent Directors or a simple majority Company determines by resolution, after reviewing the performance of the holders of outstanding Common SharesExecutive, reasonably agree that there has been unsatisfactory performance that to extend this Agreement prior to the Initial Expiration Date and/or Extension Date and such extension is materially detrimental not objected to by Executive pursuant to written notice to the Company or prior to such anniversary. (iic) 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 In addition to the expiration of the then existing term. If Employment Term as hereinabove provided, subject to the Company so elects not to renew provisions of Paragraph 2(f) hereof, this Agreement, Agreement and Executive's employment by the Company shall 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 Date of 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 (as hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the Company's option if, no fewer than forty-five as a result of Executive's incapacity due to physical or mental illness, he is unable to perform the duties of his employment hereunder for a continuous period of sixty (4560) days prior or an aggregate of ninety (90) days in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the prospective Effective Termination DateCompany's option at any time for Cause. "Cause" shall mean (A) action by Executive involving personal dishonesty; incompetence; willful misconduct; breach of fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, written notice rule or regulation (any such notice, other than traffic violations or similar offenses) or final cease-and-desist order; or gross negligence which has or may reasonably be expected to have 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 material adverse effect on the terms stated in financial condition or reputation of the Company or the Bank; (B) termination of Executive pursuant to the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or the Bank; (C) conviction of Executive of the commission of any criminal offense involving dishonesty or breach of trust; (D) any material breach by Executive of a term, condition or covenant of this Agreement; or (E) the engagement by Executive in any activity constituting a material breach of Paragraph 9, except that the Management Fee shall be the revised Management Fee (10 or other compensation structure) then agreed upon by the parties to 11 of this Agreement. The Company and reserves the Manager agree right to execute and deliver an amendment institute litigation against Executive to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In recover damages in the event that the Company and or its Subsidiaries or Affiliates suffers damages as a result of the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on Executive engaging in any of the date which is the later of conduct specified in clauses (A) ten through (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(aE) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.2(c)(iii);

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2020 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting 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 or based on a simple majority of the holders of outstanding Common Shares, reasonably agree 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) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfair; provided, unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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) (including a termination as a result of the expiration of the third Renewal Term if no Internalization Transaction has occurred prior thereto pursuant to Section 17 of this Agreement) or Section 14(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”) equal to the amount greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period consisting prior to such termination, calculated as of the twelve end of the most recently completed fiscal quarter prior to the date of termination, or (12ii) full, the Internalization Price (as defined in Section 17(e) below). Any Termination Fee will be payable by the Operating Partnership in OP Units equal to the Termination Fee divided by the average of the daily market price of the Common Stock for the ten consecutive calendar months trading days immediately preceding such terminationthe date of termination within 90 days after occurrence of the event requiring the payment of the Termination Fee. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until Executive's employment pursuant hereto shall commence on the date of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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”"Employment Date") of the Company’s intention not and shall remain in effect, subject to renew this Agreement based upon the terms set forth in this Section 13(arenewal pursuant to subparagraph (b) of this Agreement not less than 60 days prior paragraph 2 and to earlier termination pursuant to subparagraph (c) of this paragraph 2, until December 2, 1999 (the "Expiration Date"). The term of employment hereunder, commencing with the Employment Date and including any renewals or extensions hereof, is hereinafter referred to as the "Employment Term." (b) In addition to the expiration of the then existing term. If the Company so elects not to renew Employment Term as hereinabove provided, this Agreement, Agreement and Executive's employment by the Company shall 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 Date of 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 (as hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the Company's option if, no fewer than forty-five (45) days prior as a result of Executive's incapacity due to the prospective Effective Termination Datephysical or mental illness, 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 he is unable to agree to perform the duties of his employment hereunder for a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later continuous period of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior or an aggregate of ninety (90) days in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the anniversary date of this Agreement Company's option at any time for Cause. "Cause" shall be defined to mean (A) the commission by Executive of any year during felony, (B) the Termcommission by Executive of any crime involving dishonesty, (C) the Manager may deliver written notice to engagement by Executive in any act of fraud, misappropriation or misfeasance, (D) the Company informing it engagement by Executive in any activity constituting a material breach of the Manager’s intention not to renew the Termparagraphs 9, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability 10 or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination or other material breach by Executive of any provision of this Agreement., (E) Executive's failure to carry out the reasonable written directives of the Board or Chief Operating Officer (consistent with the provisions of this Agreement) or his repeated non-attentiveness to or repeated failure to carry out his duties under this Agreement, (F) the engagement by Executive in any transaction with the Company involving a conflict of interest or self-dealing, without the prior written consent of the Board, or (H) the engagement by Executive in conduct materially adverse to the interests of the Company or which brings discredit to the Company and materially adversely affects the Company; and

Term Termination. (a) Until this 10.1. Except as otherwise provided in the Agreement, the Agreement shall expire at the moment that all Services have been executed and completed, unless the Agreement is terminated as provided in accordance with its terms, Section 10.2 or 10.3. 10.2. Either Party may forthwith terminate this Agreement shall be in effect until upon prior written notice upon: a) the date that is three (3) years after breach of any material provision of this Agreement by the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless other Party if (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that such breach is materially detrimental to the Company not curable or (ii) if curable, the breaching Party has not cured such breach within 30 (thirty) day period following receipt of a simple majority written notice by the non-breaching Party substantiating such breach ("ingebrekestelling"); b) the filing or institution of bankruptcy, liquidation or receivership proceedings of the Independent Directors agree other Party or in the event a receiver or custodian is appointed for the other Party’s business, or if its business is discontinued. 10.3. If Customer terminates the Agreement pursuant to Section 10.2, any amount that that the Management Fee payable Customer owes to Noldus until the Manager is unfair; provideddate of termination shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount. Customer shall, furthermore, reimburse to Noldus all (out of pocket and internal) costs that will be reasonably incurred by ▇▇▇▇▇▇ after 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 effective date of termination of the original term or any such one-year extension term as set forth above, the Company shall deliver Agreement pursuant 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 commitments entered into by Noldus 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 60 days from the effective date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; termination provided, however, that in Noldus will use commercially reasonable efforts to mitigate such costs. 10.4. If Noldus terminates the event Agreement pursuant to Section 10.2, any amount that such Termination Notice is given in connection with a determination that the compensation payable Customer owes to Noldus outstanding under the Manager is unfairAgreement shall immediately become due and payable, and Customer shall be liable for any interest over such outstanding amount. Customer shall, furthermore, reimburse to Noldus all (out of pocket and internal) costs that will be reasonably incurred by ▇▇▇▇▇▇ after the Manager shall have effective date of termination of the right Agreement pursuant to renegotiate the Management Fee commitments entered into by delivering to the Company, no fewer than forty-five (45) days Noldus prior to the prospective Effective Termination Dateeffective date of termination provided, written notice (any however, that Noldus will use commercially reasonable efforts to mitigate such noticecosts. 10.5. The terms of Articles 7, a “Notice 8, 10, 12-13 of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company General Terms and the Manager terms of Articles 6, 7, 8, 9 and Section 10.5-10.7 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 (survive termination or other compensation structure) within 45 days following the receipt expiration 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this any other provisions which are required to interpret and enforce the Parties' rights and obligations under the Agreement shall also survive any termination or expiration of this Agreement, but only to the extent required for the full observation and performance of the Agreement. 10.6. ▇▇▇▇▇▇ will, at request of the Customer, return all information and documentation provided by the Customer upon termination or completion of the Agreement. 10.7. ▇▇▇▇▇▇▇▇ agrees, during the execution of the Agreement and a year thereafter, not to attempt to entice away, conduct negotiations on employment or employ persons who are or were involved in the execution of the Agreement on behalf of the other Noldus.

Term Termination. (a) Until Executive's employment pursuant hereto shall become effective on the Effective Date (as hereinafter defined) and shall remain in effect, subject to renewal pursuant to subparagraph (b) of this Agreement Paragraph 2 and to earlier termination pursuant to subparagraph (c) of this Paragraph 2, until the third anniversary of the Effective Date (the "Initial Expiration Date"). The term of employment hereunder, commencing with the Effective Date and including any renewals or extensions hereof, is terminated in accordance with its termshereinafter referred to as the "Employment Term." (b) Subject to the provisions of subparagraph (c) of this Paragraph 2, this Agreement shall may be in effect until extended for additional periods of one year commencing on the date that is three (3) years after the date hereof, Initial Expiration Date and thereafter on each anniversary of the Initial Expiration Date (each such anniversary date be deemed renewed automatically each year for being referred to herein as an additional one-year period unless (i"Extension Date") a majority consisting if the Board of at least two-thirds Directors of both the Company and the Bank determines by resolution, after reviewing the performance of the Independent Directors or a simple majority of Executive, to extend this Agreement prior to the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that Initial Expiration Date and/or Extension Date and such extension is materially detrimental not objected to by Executive pursuant to written notice to the Company or the Bank prior to such anniversary. (iic) 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 In addition to the expiration of the then existing term. If Employment Term as provided above, subject to the Company so elects not to renew this Agreementprovisions of Paragraph 2(f) hereof, the Company shall 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 Executive's employment 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 Bank shall endeavor to negotiate in good faith terminate on the revised compensation payable to Date of Termination (as hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the Manager under this Agreement. Provided that the Manager and option of the Company agree or the Bank if, as a result of Executive's incapacity due to physical or mental illness, he is unable to perform the duties of his employment hereunder for a revised Management Fee period of sixty (60) consecutive days or other compensation structurean aggregate of ninety (90) within 45 days following in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the receipt option of the Notice Company or the Bank at any time for Cause. "Cause" shall mean (A) action by Executive involving personal dishonesty; incompetence; willful misconduct; breach of Proposal fiduciary duty involving personal profit; intentional failure to Negotiateperform stated duties; willful violation of any law, the Termination Notice shall rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or gross negligence which has or may reasonably be deemed of no force and effect and this Agreement shall continue in full force and expected to have a material adverse effect on the terms stated in financial condition or reputation of the Company or the Bank; (B) termination of Executive pursuant to the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or the Bank; (C) conviction of Executive of the commission of any criminal offense involving dishonesty or breach of trust; (D) any material breach by Executive of a term, condition or covenant of this Agreement; or (E) the engagement by Executive in any activity constituting a material breach of Paragraph 9, except that the Management Fee shall be the revised Management Fee (10 or other compensation structure) then agreed upon by the parties to 11 of this Agreement. The Company and reserves the Manager agree right to execute and deliver an amendment institute litigation against Executive to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In recover damages in the event that the Company and or its Subsidiaries or Affiliates suffers damages as a result of the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on Executive engaging in any of the date which is the later of conduct specified in clauses (A) ten through (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(aE) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.2(c)(iii);

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until June 30, 2012 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless either of the following occurs: (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably 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 (A) there has been unsatisfactory performance by the Management Fee Advisor that is materially detrimental to the Company, or (B) the compensation payable to the Manager Advisor hereunder is “unfair” and an independent arbitrator agrees that such compensation is “unfair” as set forth below; providedor (ii) the Company elects not to renew this Agreement at the expiration of the Initial Term or any such Renewal Term for any reason. In the event at least a majority of the independent directors agree that the compensation payable to the Advisor hereunder is “unfair,” each of the Company and the Advisor agree to submit the determination of whether such compensation is “unfair” to a single, qualified and independent arbitrator, whose appointment shall be agreed upon between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. In the event the arbitrator determines that such compensation is “unfair,” the Company shall have the right to terminate the Agreement in the manner prescribed below. The Company shall bear all reasonable costs and expenses in connection with hiring such arbitrator. Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement under clause (iiB) foregoing above if the Manager Advisor agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term Renewal Term as set forth above, the Company shall deliver to the Manager Advisor 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 60 180 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 60 180 days from the date of the notice, on which the Manager Advisor 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 Advisor is unfair, the Manager Advisor shall have the right to renegotiate the Management Fee 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Manager Advisor under this Agreement. Provided that the Manager Advisor and at least a majority of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Advisor 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 compensation payable to the Advisor hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager Advisor are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Advisor during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, in addition to the post-termination compensation obligations set forth in Section 17 of this Agreement, the Company shall pay to the ManagerAdvisor, on the date on which such termination is effectiveEffective Termination Date, a termination fee (the “Termination Fee”) equal to the amount product of (A) one and one-half (1 1/2) and (B) the Management sum of (i) the average annual Base Advisory Fee earned by the Manager Advisor during the 24-month period consisting immediately preceding the Effective Termination Date, calculated as of the twelve end of the most recently completed fiscal quarter prior to the Effective Termination Date (12including amounts paid under the Prior Advisory Agreement if applicable), and (ii) full, consecutive calendar months immediately preceding such terminationthe Annual Consulting Fee. The obligation of the Company to pay the Termination Fee (and the compensation set forth in Section 17 hereof) shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager Advisor may deliver written notice to the Company informing it of the ManagerAdvisor’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 16 and Section 16 17 of this Agreement. In addition, Section Sections 8(f) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement (A) shall be in effect until December 31, 2008 (the date that is three (3) years after the date hereof“Initial Term”), and thereafter on each anniversary of such date (B) shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding Common Shares, reasonably Shares agree that not to automatically renew because there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial 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 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 60 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 the Management Fee such compensation by delivering to the Company, no fewer than forty-five sixty (4560) 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 Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within sixty (or other compensation structure60) 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 compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 sixty (60) day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 sixty (60) day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or 15(c) 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”) equal to the amount of three times the sum of the annual Base Management Fee and the annual Incentive Compensation earned by the Manager during the 12-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty one hundred eighty (60180) days prior to the anniversary date expiration of this Agreement of the Initial Term or any year during the Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary upon expiration of the Closing Date next following the delivery of such noticethen current term. (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) and Section 16 of this Agreement. In addition, Section Sections 8(i) (including the provisions of Exhibit B), 8(k) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until the date that is three (3) years after third anniversary of the date hereof, hereof (the “Initial Term”) and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries (which has remained uncured for 60 days after written notice by the Independent Directors thereof) or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determine to be fairfair pursuant to the procedure set forth below. If The Company may exercise the Company elects foregoing option to elect not to renew this Agreement at agreement upon the expiration of the original term Initial Term or any such oneRenewal Term if it, or the Independent Directors, give 180 days’ prior written notice of the non-year extension term as set forth above, the Company shall deliver renewal to the Manager prior written notice (the “Termination Notice”) of only for the Company’s intention not to renew this Agreement based upon the terms set forth reasons described in this Section 13(aclauses (i) of this Agreement not less than 60 days prior to the expiration of the then existing term. If and (ii) above, and if the Company so elects not to renew this Agreementissue the Termination Notice, the Company shall designate be obligated to (i) specify the date reason for non-renewal in the Termination Notice and (ii) pay the Manager the Termination Fee before or on the last day of the last term of this Agreement (whether that is the Initial Term or a Renewal Term) (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 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 If the Manager (acting in accordance with the Manager LLC Agreement) and more than two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 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 Management Fee compensation payable to the Manager hereunder shall be revised in accordance with the revised Management Fee (or other compensation structure) then agreed upon by agreement of the parties to this Agreement. The Company and the Manager (acting in accordance with the Manager LLC Agreement) agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree during the 60 day period to a the terms of the revised Management Fee during such 45 day periodcompensation to be payable to the Manager, this Agreement shall terminate, such termination to be effective terminate on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Manager to structure and acquire assets for 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(a14(a) of this Agreement, unless terminated pursuant to Section 15(a) or for cause pursuant to Section 16(a), the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of (i) the average annual Management Fee plus (ii) the average annual Incentive Fee, earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of the Initial Term or any year during the Renewal Term, the Manager (acting in accordance with Section 3.3 of the Manager LLC Agreement) may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 14(c). (d) Upon the receipt of any written notice from AllianceBernstein (or an Affiliate thereof that is then the Advisor) to the Manager of the Advisor’s intention to terminate the Advisory Agreement, the Company agrees with the Manager that the Manager will have the right, prior to the effective date of AllianceBernstein or its Affiliates ceasing to be the Advisor under the Advisory Agreement but within 90 days of the receipt of such notice terminating the Advisory Agreement (the “Proposal Period”), to submit to the Company a written proposal for a continuation as the Manager by the existing Manager (after giving effect to the termination of such Advisor) or by a replacement Manager established by all of the existing Manager’s Members (other than any Member that is AllianceBernstein or an Affiliate thereof) or any such lesser number of Members thereof that desire to support such proposal (each such proposal, a “Manager Successorship Proposal”) (or (in each case) any Affiliates thereof). The Company agrees that any Manager Successorship Proposal received by it within the Proposal Period will be referred (on an exclusive basis and prior to the Company or its representatives soliciting or negotiating with any third party replacement Manager) to the Company’s Independent Directors for a determination of approval or non-approval and that if a Manager Successorship Proposal is approved by the Independent Directors, then the Company shall implement such Manager Successorship Proposal and shall not send the written termination notice to the Manager pursuant to Section 16(a)(viii) if such approved Manager Successorship Proposal was based on a continuation of the existing Manager (after giving effect to the termination of the Advisor). The parties hereto acknowledge that no provision hereof shall obligate the Company to approve or implement any particular Manager Successorship Proposal and that any determination by the Independent Directors shall be within their sole control and not the control by either party hereto. (e) If this Agreement is terminated pursuant to this Section 1314, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) Sections 6, 9, 10, 12, 14(b), 16(b), and Section 16 17 of this Agreement. In addition, Section 11 Sections 12 and 24 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ], 2014 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of the average annual Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until September 29, 2012 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the amount sum of the average annual Base Management Fee earned by the Manager during the 24-month period consisting immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement 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 13(c). (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) ), 15(b), and Section 16 of this Agreement. In addition, Section Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this A. This Agreement shall be continue so long as obligations under or similar to those under Herd Agreements are in effect until for the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds entire Herd. B. If any one of the Independent Directors or a simple majority of the holders of outstanding Common SharesHerd Agreements, reasonably 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; providedother than this one, 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 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 terminated for any reason, this Agreement shall continue in full force effect and effect on the terms stated in this Agreement, except Dairy and the remaining Herd Owners may seek to obtain one or more Herd Agreements covering that portion of the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon Herd which was covered by the parties to this Agreementterminated Herd Agreement(s). The Company and the Manager agree to execute and deliver an amendment to this If a replacement Herd 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of not obtained within one hundred eighty (A) ten (10180) days following the end date of such 45 day period and (B) termination of the Effective Termination Date originally set forth in terminated Herd Agreement, this Agreement may be terminated by the Termination NoticeDairy pursuant to subsection 14.C below. C. This Agreement may be terminated by the Dairy upon ninety (b90) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay days notice to the Manager, on Boarder so long as the date on which such termination is effective, Dairy shall terminate all the Herd Agreements at the same time or has found a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of replacement Herd Agreement for this Agreement. D. This Agreement may be terminated by the Boarder (ca) No later than sixty if the Boarder together with other Herd Owners having Herd Agreements which together cover a majority of the cows in the Herd notify the Dairy of the termination of the Herd Agreements within a period of twenty (6020) days prior of each other; (b) or the Boarder has found another person who is acceptable to the anniversary date Dairy to acquire the Boarder's interest in the Herd and to sign a Herd Agreement substantially the same as this one. E. Upon termination of this Agreement of any year during the Termpursuant to section 14.C or D above, without a replacement Herd Agreement being signed, the Manager Boarder agrees that a committee of three Herd Owners may deliver written notice be appointed by the Herd Owners (or if they fail to agree within thirty (30) days, by the Dairy), which committee shall review all of the animals in the Herd and provide to the Company informing it Boarder and all other Herd Owners a recommended list of assignments to be made to transfer ownership of the Manager’s intention not animals in the Herd to renew the Term, whereupon Boarder and all other Herd Owners so that the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary undivided interests of the Closing Date next following Boarder and all other Herd Owners in the delivery Herd shall become undivided interests in separate specific animals in the Herd. The objective shall be to provide for a few Herd Owners to own an individual cow so that they might dispose of such noticeit or arrange for other boarding more easily. The interests to be created shall be created by transferring each Herd Owner's shares in the herd as a whole to one or, if necessary, more cows. For example, if a Herd Owner has three undivided shares in the Herd as a whole and thirty shares equals the number of shares which would be equivalent to one cow, the Herd Owner would be given three undivided shares out of thirty (or 10%) in one cow and would then have no interest in any other cows in the Herd. The Boarder agrees to this technique and further agrees to execute any documents necessary to accomplish the recommendations of the committee. (d) F. If this Agreement is terminated pursuant with a replacement Herd Agreement being signed or the Dairy agreeing to assume the Boarder's obligations under this Section 13Agreement, such termination shall be without any further liability or obligation of either party Boarder agrees to sell the Boarder's interest in the Herd and execute appropriate transfer documents to the other, except person(s) signing the replacement Herd Agreement or to the Dairy so long as provided the Boarder shall receive a price at least equal to the price the Boarder originally paid for the Boarder's interest in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 the Herd. G. If a replacement Herd Agreement is required to be obtained under any provision of this Agreement or a provision of other Herd Agreements, the Dairy may assume for its own account the obligations under those provisions and in which case the assumption shall survive termination be considered the equivalent of this a replacement Herd Agreement; provided that in assuming the obligations for any reason, the Dairy will take no actions which would involve the sale or distribution of milk from the Herd in contravention of a Herd Agreement or the laws and applicable regulations of the State of Colorado.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2020 (the date that is three (3“Initial Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting 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 or based on a simple majority of the holders of outstanding Common Shares, reasonably agree 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) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfairunfair to the Company and the Subsidiaries; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Initial Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement 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 such compensation by delivering to the Company, no fewer than forty-five (45) 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 45 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 45 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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) (including a termination as a result of the expiration of the third Renewal Term if no Internalization Transaction has occurred prior thereto pursuant to Section 17 of this Agreement) or Section 14(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”) equal to the amount greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period consisting prior to such termination, calculated as of the twelve end of the most recently completed fiscal quarter prior to the date of termination, or (12ii) full, the Internalization Price (as defined in Section 17(e) below). Any Termination Fee will be payable by the Operating Partnership in OP Units equal to the Termination Fee divided by the average of the daily market price of the Common Stock for the ten consecutive calendar months trading days immediately preceding such terminationthe date of termination within 90 days after occurrence of the event requiring the payment of the Termination Fee. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of the Closing Date this Agreement next following the delivery of such notice. (d) If . The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement13(c).

Term Termination. (a) Until The term of this Agreement shall commence on the Closing Date and this Agreement shall continue in force until the third anniversary of the Closing Date (such three-year period, the "Initial Term"). Thereafter, until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 SharesStock of the REIT, reasonably 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 Initial Term or any such one-year extension extended term as set forth above, the Company REIT shall deliver to the Manager prior written notice (the “"Termination Notice”") of the Company’s '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 17 18 not to renew this Agreement, the Company shall 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 REIT 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 45 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “"Termination Fee”") equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) 60 days prior to the third or any subsequent anniversary date of this Agreement of any year during the TermClosing Date, the Manager may deliver written notice to the Company REIT informing it of the Manager’s 's intention not to renew the Term, whereupon the Term of this Agreement shall 18 19 not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement The Employment Period shall be in effect until end on the date that is three (3) years after the date hereof, and thereafter on each fifth annual anniversary of such date be deemed renewed automatically each year for an additional one-year period unless the Start Date; provided that (i) a majority consisting of at least two-thirds of the Independent Directors Employment Period shall terminate prior to such date upon Executive's death or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or Disability; (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause; and (iii) the Employment Period may be terminated by Executive at any time for any reason (a simple majority "Voluntary Termination"). (b) Upon (1) a Voluntary Termination of the Independent Directors agree that the Management Fee payable to the Manager is unfair; providedemployment relationship by Executive other than within 10 days of a Good Reason Event, that or (2) termination of Executive's employment relationship by the Company for Cause, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall not have the right to cease and 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 as 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 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 datetermination; provided, however, that in any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for 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 benefit of Executive prior to the prospective Effective date of termination shall not be forfeited and shall be paid to Executive promptly. (c) Upon a termination of Executive's employment other than (i) a termination by the Company for Cause, (ii) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event, or (iii) on the fifth anniversary of the Start Date, written notice Executive shall be entitled (any such notice, so long as he executes 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 form of the Notice release attached hereto as Exhibit A), in consideration 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 45 day period, this Agreement shall terminate, Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to be effective receive his Base Salary, payable bi-weekly, and fringe benefits, as if Executive's employment (which shall cease on the date which is the later of (A) ten (10) days following the end of such 45 day period termination) had continued for the twelve (12) months following termination; provided, that Executive shall be required to use his reasonable best efforts to obtain, as expeditiously as possible, employment with a salary comparable to the Base Salary. In such event, Executive's right to receive the amounts and (B) the Effective Termination Date originally benefits set forth in this Section 8(c) shall terminate. Notwithstanding the Termination Notice. (b) In the event that this Agreement is terminated foregoing, if Executive obtains employment in accordance with this Section 8(c) and the provisions of Section 13(a) of this Agreementsalary to be paid to Executive is less than the Base Salary, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) Executive an amount equal to such deficiency, payable bi-weekly, for the amount remainder of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreementseverance period. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2018 (the date that is three (3“Current Term”) years after the date hereof, and thereafter on each anniversary of such date shall be deemed automatically renewed automatically each year for an additional a one-year period term on that date and each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding Common Shares, reasonably Shares agree that not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing 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 have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the original term Current Term or any such one-year extension term 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) of this Agreement not less than 60 180 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 60 180 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 the Management Fee 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 Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) 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 Management Fee compensation payable to the Manager hereunder 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 compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee 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) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the period consisting two 12-month periods immediately preceding the date of such termination, calculated as of the twelve (12) full, consecutive calendar months immediately preceding such 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. (c) No later than sixty (60) 180 days prior to the anniversary date expiration of this Agreement of the Current Term or any year during the Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to decline to renew the Termthis Agreement, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary upon expiration of the Closing Date next following the delivery of such noticethen current term. (d) 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 other, except as provided in Section Sections 6, 9, 10, 13(b) and Section 16 of this Agreement. In addition, Section Sections 8(i) (including the provisions of Exhibit B) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. This Agreement commenced on the Effective Date and, unless earlier terminated, shall continue in effect until thirty days (a30) Until after the expiration or termination of all SOWs under this Agreement. Each Full Outsource SOW, and any other SOW that expressly specifies a term of ten (10) years (collectively, the “10-Year SOWs”) shall be effective for a ten (10) year term from the Effective Date, unless sooner terminated as provided herein (the “Initial Term”). Notwithstanding anything to the contrary, but except as mutually agreed by Client and Ensemble, each SOW executed after the Effective Date shall have an expiration coinciding with the expiration of the 10-Year SOWs and shall otherwise be subject to all terms and conditions of this Agreement is terminated and SOWs #1, #3 and #4 (except with respect to pricing, for which the pricing set forth in accordance with its terms, this Agreement shall apply, and for SLAs and KPIs, which will be in effect until mutually agreed among the date that is parties). At the end of each of the third (3rd) and sixth (6th) anniversary of the Initial Term (each such anniversary being an “Extension Opportunity”), the term of each 10-Year SOW shall automatically renew for a period of an additional three (3) years after from the end of the then-current termination date hereofsubject to, and thereafter on each anniversary at the time of such date be deemed renewed automatically each year for an additional oneExtension Opportunity, with respect to such 10-year period unless (i) Year SOW that is a majority consisting of at least two-thirds Acute SOW, satisfaction of the Independent Directors or Acute Compliance Conditions and with respect such 10-Year SOW that is a simple majority Physicians SOW, satisfaction of the holders of outstanding Common SharesPhysicians Compliance Conditions, reasonably agree provided that there has been unsatisfactory performance that is materially detrimental to if either the Company Acute Compliance Conditions 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 Physician Compliance Conditions are 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 designate the date (the “Effective Termination Date”), not less than 60 days from satisfied on the date of the noticeapplicable Extension Opportunity, 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 respect to the Manager is unfairAcute SOWs or Physician SOWs, as applicable, the Manager Extension Opportunity shall have the right to renegotiate the Management Fee by delivering to the Companybe extended for an additional three months, 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 (Acute Compliance Conditions or other compensation structure) within 45 days following the receipt of the Notice of Proposal to NegotiatePhysician Compliance Conditions, the Termination Notice as applicable, 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following tested at the end of such 45 day three-month period assuming a trailing 15 month period in lieu of a trailing 12 month period and (B) such Acute SOWs or Physician SOWs, as applicable, shall be automatically renewed in accordance with this paragraph if Ensemble satisfies such retested compliance conditions. If the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement Initial Term of any SOW is terminated automatically renewed at year three and/or year six in accordance with the provisions of Section 13(a) of this Agreementforegoing, the Company shall pay Savings Credit, as defined in such SOW to the Managerextent applicable, on shall increase from (i) [***] to [***] contemporaneously with the date on which such termination is effective, a termination fee first extension at year three and (ii) [***] to [***] contemporaneously with the “Termination Fee”) equal second extension at year six. Nothing set forth herein shall preclude the Parties from otherwise agreeing to extend the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date term of this Agreement or any SOWs upon their mutual written agreement in the event the term is not subject to automatic extension. For the avoidance of doubt, any year during the Term, the Manager may deliver written notice to the Company informing it extension of the Manager’s intention not to renew the Term, whereupon the Term term of this Agreement shall not be renewed and extended and this Agreement shall terminate also extend the term of any effective on SOW unless otherwise mutually agreed between the anniversary of the Closing Date next following the delivery of such noticeParties. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until The term of this Agreement is shall be the twelve (12) month contract year commencing on the Effective Date, unless earlier terminated in accordance with its terms, this Agreement or extended by mutual written agreement (the “Term”). Voyager may terminate this Agreement at any time without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time without cause upon not less than ten (10) days’ prior written notice to Voyager. Any expiration or termination of this Agreement shall be in effect until the date without prejudice to any obligation of either party that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 accrued prior to the effective date of expiration or termination. Upon expiration or termination 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 60 days from the date of the notice, on which the Manager shall cease to provide services neither Consultant nor Voyager will have any further obligations under this Agreement Agreement, except that (a) Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Voyager, unless Voyager specifies in the notice of termination that Services in progress should be completed; (b) Consultant will deliver to Voyager all Work Product (defined below) made through the expiration or termination of this Agreement Agreement; (c) Voyager will pay Consultant any monies due and owing Consultant for Services performed and all authorized expenses actually incurred up to the time of termination or expiration; (d) Consultant will immediately return to Voyager all Voyager Materials (defined below) and copies thereof provided to Consultant under this Agreement, subject to Section 8; (e) the Receiving Party (as defined below) shall terminate on return to the Disclosing Party (as defined below) or destroy, at the Disclosing Party’s sole discretion and cost, any and all Confidential Information (as defined below) in the Receiving Party’s possession (including any and all paper or digital copies thereof) and, if applicable, provide a written certification to the Disclosing Party regarding such datedestruction; provided, however, that the Receiving Party may retain (i) one (1) copy of Disclosing Party’s Confidential Information in its confidential files, solely for 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 purpose of Proposal to Negotiate”) of monitoring its intention to renegotiate surviving obligations and exercising its compensation surviving granted or reserved rights under this Agreement. Thereupon, and (ii) such additional copies of, or any computer records or files containing, the Company Disclosing Party’s Confidential Information as have been created by the Receiving Party’s automatic archiving and the Manager shall endeavor to negotiate in good faith the revised compensation payable back-up procedures, to the Manager under this Agreement. Provided that extent created and retained in a manner consistent with the Manager Receiving Party’s standard archiving and the Company agree to a revised Management Fee (back-up procedures, but not for any other use 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period purpose; and (Bf) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreementterms, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall conditions and obligations under Sections 2 and 4 through 18 will survive the expiration or termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until Executive's employment pursuant hereto shall commence on the date of this Agreement (the "Employment Date") and shall remain in effect, subject to renewal pursuant to subparagraph (b) of this paragraph 2 and to earlier termination pursuant to subparagraph (c) of this paragraph 2, until December 2, 1999 (the "Expiration Date"). The term of employment hereunder, commencing with the Employment Date and including any renewals or extensions hereof, is terminated in accordance with its termshereinafter referred to as the "Employment Term." (b) In addition to the expiration of the Employment Term as hereinabove provided, this Agreement and Executive's employment by the Company shall be in effect until terminate on the date that is three Date of Termination (3as hereinafter defined) years after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless as follows: (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or automatically upon Executive's death; (ii) at the Company's option if, as a simple majority result of Executive's incapacity due to physical or mental illness, he is unable to perform the duties of his employment hereunder for a continuous period of sixty (60) days or an aggregate of ninety (90) days in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the Company's option at any time for Cause. "Cause" shall be defined to mean (A) the commission by Executive of any felony, (B) the commission by Executive of any crime involving dishonesty, (C) the engagement by Executive in any act of fraud, misappropriation or misfeasance, (D) the engagement by Executive in any activity constituting a material breach of paragraphs 9, 10 or 11 of this Agreement or other material breach by Executive of any provision of this Agreement, (E) Executive's failure to carry out the reasonable written directives of the Independent Directors agree that Board or Chief Operating Officer (consistent with the Management Fee payable provisions of this Agreement) or his repeated non-attentiveness to or repeated failure to carry out his duties under this Agreement, (F) the engagement by Executive in any transaction with the Company involving a conflict of interest or self-dealing, without the prior written consent of the Board, or (H) the engagement by Executive in conduct materially adverse to the Manager is unfairinterests of the Company; provided, however, that the Company shall not be deemed to have the right Cause pursuant to terminate this Agreement under clause (iiiii)(E) foregoing if unless the Manager agrees to continue to provide the services under this Agreement at a fee Company gives Executive written notice that the Independent Directors have determined specified conduct has occurred and, if such conduct can be cured, Executive fails to cure the conduct within thirty (30) days after receipt of such notice. Termination of Executive for Cause shall be fair. If communicated by delivery to Executive of a notice specifying the Company elects not conduct or event constituting Cause, including, with respect 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 conduct described in clause (the “Termination Notice”iii)(E) 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 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, howeverExecutive can cure, that in Executive failed to cure such conduct during 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 fortythirty-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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on following the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver gave Executive written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticethereof. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Term: This Agreement is shall commence as of the Effective Date and shall continue until terminated in accordance with its termsSection 5(b) (the “Term”). (b) Sub-Licensor’s Right to Terminate: Notwithstanding any other provision of this Agreement, this Agreement Sub-Licensor shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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 at any time by giving written notice to Sub-Licensee if: (i) unless prohibited by Law, Sub-Licensee fails to pay Sub-Licensor an Earned Dividend when due, and remains in default not less than thirty (30) days after being notified in writing to make such payment; (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 oneSub-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 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 Licensee breaches this Agreement and this Agreement shall terminate on (if such datebreach is curable) fails to cure such breach within thirty (30) days of receipt of written notice from Sub-Licensor that describes the breach in reasonable particularly; (iii) Sub-Licensee (A) becomes insolvent or admits its inability to pay its debts generally as they become due; provided(B) becomes subject, howevervoluntarily or involuntarily, that in the event that such Termination Notice to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is given in connection with a determination that the compensation payable to the Manager not fully stayed within seven business days or is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than not dismissed or vacated within forty-five (45) days prior after filing; (C) is dissolved or liquidated or takes any corporate action for such purpose; (D) makes a general assignment for the benefit of creditors; or (E) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to the prospective Effective Termination Date, written notice (take charge of or sell any such notice, a “Notice of Proposal to Negotiate”) material portion of its intention to renegotiate its compensation under this Agreement. Thereuponproperty or business; (iv) Sub-Licensee challenges, or assists others in challenging, the Company and validity or GHSC’s ownership of any the Manager shall endeavor to negotiate GHSC Trademarks during the Term; (v) Sub-Licensee produces, manufactures, purchases, advertises, performs, promotes, sells, or distributes any product, or performs any service, in good faith association with 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 GHSC Trademarks not in accordance with this Agreement shall continue and/or not in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee compliance with Laws; or (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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (Bvi) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Seed License Agreement is terminated in accordance with the provisions of Section 13(a) 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”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreementfor any reason. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement The term for which the NAS Monitoring Trust is terminated in accordance with its terms, this Agreement to exist shall be in effect until commence on the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 filing of the holders Certificate of outstanding Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental Trust and shall terminate pursuant to the Company or provisions of Section 6.3(b) - (iid) a simple majority herein. (b) The NAS Monitoring Trust shall automatically dissolve on the earlier 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 designate the date (the “Effective Termination Dissolution Date”), not less than 60 days ): (i) that is 24 months after the NAS Monitoring Trust receives its last Abatement Distribution from the date of MDT, unless the noticeTrustee determines, after consulting with the TAC, to extend the Dissolution Date for an additional 12 months; or (ii) on which the Manager Trustee determines to dissolve the NAS Monitoring Trust upon completion of its duties and the satisfaction of the purposes of the NAS Monitoring Trust. (c) On the Dissolution Date (or as soon thereafter as is reasonably practicable), after the wind-up of the NAS Monitoring Trust’s affairs by the Trustee and payment of all the NAS Monitoring Trust’s liabilities have been provided for as required by applicable law including section 3808 of the Act, all monies remaining in the NAS Monitoring Trust shall cease be given to provide services charitable organization(s) exempt from federal income tax under this Agreement and this Agreement section 501(c)(3) of the Internal Revenue Code, which tax-exempt organization(s) shall terminate on such datebe selected by the Trustee using its reasonable discretion; provided, however, that in that: (i) if practicable, the event that such Termination Notice is given in connection with a determination that activities of the compensation payable selected tax-exempt organization(s) shall be related to the Manager is unfairtreatment of, research on the Manager cure of, or other relief for individuals suffering from OUD; and (ii) the tax-exempt organization(s) shall have the right to renegotiate the Management Fee by delivering not bear any relationship to the Company, no fewer than forty-five (45) days prior to Debtors within the prospective Effective Termination Date, written notice (any such notice, a “Notice meaning of Proposal to Negotiate”section 468B(d)(3) of its intention to renegotiate its compensation under this Agreementthe Internal Revenue Code. 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 Notwithstanding any contrary provision of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force Plan 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 45 day periodrelated documents, this Agreement shall terminate, such termination to be effective on the date which is the later of (ASection 6.3(c) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall cannot be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such noticemodified or amended. (d) If Following the dissolution and distribution of the NAS Monitoring Trust Assets, the NAS Monitoring Trust shall terminate and the Trustee and the Delaware Trustee (acting solely at the written direction of the Trustee) shall execute and cause a Certificate of Cancellation of the Certificate of Trust of the NAS Monitoring Trust to be filed in accordance with the Act. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the NAS Monitoring Trust as a separate legal entity shall continue until the filing of such Certificate of Cancellation. (e) After the termination of the NAS Monitoring Trust and for the purpose of liquidating and winding up the affairs of the Trust, the Trustee shall continue to act as such until all duties under the Plan and this Trust Agreement have been fully performed. Upon distribution of all of the assets of the NAS Monitoring Trust, or the proceeds thereof, the Trustee shall hold the books, records and files delivered to or created by the Trustee for a period of four years after the last distribution of assets from the NAS Monitoring Trust is terminated pursuant to this Section 13, made. All costs and expenses associated with the storage of such termination documents shall be without paid by the Trust. At the Trustee’s discretion, all such records and documents may be destroyed at any time after four years from the distribution of all of the assets of the NAS Monitoring Trust. Except as otherwise specifically provided herein, upon the distribution of all of the assets of the NAS Monitoring Trust, the Trustee shall have no further liability duties or obligation of either party to the other, obligations hereunder except to: (a) account and report as provided in Section 13(b2.1 above; and (b) perform such other acts as may be required by law. (f) Upon termination of the Trust, the Trustee shall file an accounting with the Bankruptcy Court setting forth the amount the Trustee has collected and Section 16 disbursed, as well as the fees and expenses incurred in administering the Trust, including the fees and expenses incurred by the Trustee and its professionals. The Trustee shall seek the issuance and entry of any orders necessary to approve such accounting and discharge the Trustee, the Delaware Trustee, and members of the TAC from any and all liability for acts or omissions in administering the NAS Monitoring Trust or for serving in their designated capacities under the Plan and this Trust Agreement. In addition, Section 11 of this Agreement The Trust’s professionals shall survive termination of this Agreementbe required to maintain accurate time and expense records.

Term Termination. (a) Until Executive's employment pursuant hereto shall commence on the date of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years after the date hereof, and thereafter on each anniversary of such date be 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 Common Shares, reasonably 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”"Employment Date") of the Company’s intention not and shall remain in effect, subject to renew this Agreement based upon the terms set forth in this Section 13(arenewal pursuant to subparagraph (b) of this Agreement not less than 60 days prior paragraph 2 and to the expiration earlier termination pursuant to subparagraph (c) of the then existing term. If the Company so elects not to renew this Agreementparagraph 2, the Company shall designate the date until August 15, 1999 (the “Effective Termination "Initial Expiration 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 term of employment hereunder, commencing with the Employment Date and including any renewals or extensions hereof, is hereinafter referred to as 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice"Employment Term." (b) In the event that this Agreement Unless written notice of termination is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay given by either party hereto to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later other party not less than sixty (60) days prior to the anniversary date Initial Expiration Date or any Extension Date (as hereinafter defined), subject to the provisions of subparagraph (c) of this Agreement of any year during the Termparagraph 2, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and automatically extended and this Agreement shall terminate effective for additional periods of one year commencing on the Initial Expiration Date and on each anniversary of the Closing Initial Expiration Date next following the delivery of (each such noticeanniversary date being referred to herein as an "Extension Date"). (dc) If In addition to the expiration of the Employment Term as hereinabove provided, this Agreement and Executive's employment by the Company shall terminate on the Date of Termination (as hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the Company's option if, as a result of Executive's incapacity due to physical or mental illness, he is terminated pursuant unable to this Section 13, perform the duties of his employment hereunder for a continuous period of sixty (60) days or an aggregate of ninety (90) days in any one hundred eighty (180) day period (each such termination period being hereinafter referred to as a "Disability Period"); (iii) at the Company's option at any time for Cause. "Cause" shall be without defined to mean (A) the commission by Executive of any further liability felony, (B) the commission by Executive of any crime involving dishonesty, (C) the engagement by Executive in any act of fraud, misappropriation or obligation misfeasance, (D) the engagement by Executive in any activity constituting a material breach of either party to the otherparagraphs 9, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 10 or 11 of this Agreement shall survive termination or other material breach by Executive of any provision of this Agreement., (E) Executive's failure to carry out the reasonable written directives of the Board or Chief Operating Officer (consistent with the provisions of this Agreement) or his repeated non- attentiveness to or repeated failure to carry out his duties under this Agreement, (F) the engagement by Executive in any transaction with the Company involving a conflict of interest or self-dealing, without the prior written consent of the Board, or (H) the engagement by Executive in conduct materially adverse to the interests of the Company or which brings discredit to the Company and materially adversely affects the Company;

Term Termination. (a52) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is three one (31) years year after the date hereof, and thereafter on each anniversary of such date be 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 SharesStock of the Company, reasonably 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 (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the “"Termination Notice”") of the Company’s '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 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 45 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b53) 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 Manager, on the date on which such termination is effective, a termination fee (the “"Termination Fee”") equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c54) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s 's intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d55) 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 other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement a. The validity of the various Prepaid Cards are as follows: i. Niyo YES Bank Multi pocket Prepaid Card shall be in effect until the date that is valid for a period of three (3) years after from date of printing or until the expiry date hereof, and thereafter printed on each anniversary of such date be deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds the face of the Independent Directors or a simple majority GPR Prepaid Card. b. The Customer agrees and undertakes to destroy the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card upon its expiry to prevent any third party from using it. c. The Customer may at any point of time, request for termination of the holders of outstanding Common SharesNiyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) by giving 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 of thirty (30) days to YES Bank, save and except, upon request by the “Termination Notice”Customer for hot listing or blocking the Niyo Multi Pocket (GPR/Gift/Meal) of Prepaid Card, in which case the Company’s intention Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card shall be terminated and/or cancelled with immediate effect. d. The Customer understands that such notice will not take effect until the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card has been defaced by cutting off the top right-hand corner, ensuring that both the hologram and the magnetic strip have been cut and has been destroyed or received by YES Bank. The Customer agrees that the Customer shall continue to renew this Agreement based upon be liable for any Charges incurred on the terms set forth in this Section 13(aNiyo Multi Pocket (GPR/Gift/Meal) of this Agreement not less than 60 days Prepaid Card prior to the expiration termination of the then existing termNiyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, irrespective of the fact whether the Customer has or claims to have destroyed the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card. e. YES BANK may at its sole discretion terminate the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card i. In the event the Customer is declared insolvent or death of the Customer ii. If In the Company so elects not to renew this Agreementevent of the Customer committing breach of any of the terms, conditions, stipulations or its obligations under these ‘“Terms and Conditions”’ iii. In the event of any restriction imposed on the Customer by an Order of a competent Court or Order issued by any regulatory or statutory authority in India or any investigating agency. iv. In the event the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card Program becomes illegal under the applicable laws, rules, and guidelines or circular. v. In the event the entire Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card Program is terminated. f. YES Bank, at its sole discretion, reserves the right to, either temporarily or permanently, withdraw the privileges on the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card and/or terminate the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card at any time without giving any notice or assigning any reason thereof. In case of a temporary withdrawal, the Company privileges attached to the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card shall designate be reinstated by YES Bank at its sole discretion. In case of a permanent withdrawal, YES Bank has a right to cancel the date Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card permanently. However, it is made distinctly clear that withdrawal (temporary or permanent) shall constitute automatic withdrawal of all benefits, privileges and services attached to 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, Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card. The Customer agrees that in the event that such Termination Notice is given in connection with a determination that of temporary or permanent withdrawal of the compensation payable to the Manager is unfairNiyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, the Manager Customer shall have continue to be fully liable for all Charges incurred on the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five Niyo Multi Pocket (45GPR/Gift/Meal) days Prepaid Card prior to the prospective Effective Termination Datesuch withdrawal, written notice (any such noticetogether with all other applicable Charges thereon, 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 unless otherwise specified 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 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination NoticeYES Bank. g. If YES Bank temporarily or permanently, withdraw the privileges or terminates the Niyo Multi Pocket (bGPR/Gift/Meal) In Prepaid Card, YES Bank will on best effort basis, promptly notify 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 Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such terminationCustomer. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement YES Bank shall not be renewed and extended and this Agreement shall terminate effective on the anniversary held liable or responsible for any such delays or laches in receipt of such notification. h. Upon termination of the Closing Date next following Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card as stated above, the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13balance amount, such termination if any lying in the Card Account shall be without any further liability or obligation of either party refunded to the other, except as provided Customer subject to the payment of applicable charges by way of Pay Order / Demand Draft drawn in Section 13(b) favor of the Customer and Section 16 receipt of this Agreementwritten request from the Customer. In addition, Section 11 Customer to submit request with Yes Bank for refund of this Agreement shall survive termination of this Agreement.the balance amount