Common use of Term Termination Clause in Contracts

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

Term Termination. Unless earlier terminated (a) The term of the Consultant’s consulting engagement under this Section 4, this Agreement and the status and obligations of Employee thereunder shall commence as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date Time and shall continue for a term (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, ending on the date that is eighteen (18) months following the Initial date of the Effective Time, unless such engagement is sooner terminated pursuant to and in accordance with the express terms of this Section 4. (b) If the 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 he would have otherwise earned during the remaining portion of the original Term; provided that the Consultant continues to comply in all material respects with the restrictive covenants in Section 5 and Section 6 of this Agreement. (c) In the event of the Consultant’s death during the Term, either party gives 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 after the Consultant’s death, equal to 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. For purposes of this Section 4(c), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of 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 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 Consultant a lump sum amount, within sixty (60) days after the termination of the consulting engagement, equal to 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, and the Consultant’s covenants under Section 5 and Section 6 of this Agreement shall remain in full force and effect for the remainder of the Restricted Period. For purposes of this Section 4(d), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly. (e) 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 for Cause pursuant to this Section 4(e), the restrictive covenants under Section 5 and Section 6 of this Agreement will remain in full force and effect for the remainder of the Restricted Period. For purposes of this Agreement, “Cause” means a good faith determination by the Bank Board of 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’ advance days after written notice of its intention not given to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee Consultant by the Board of Directors or a designated committee thereof pursuant to any of Bank Board, setting forth in reasonable detail the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms nature of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderrefusal.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against TRUST or ADVISER by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of TRUST, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (30e) days’ advance In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, TRUST, and ADVISER, termination shall not, in be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or LIFE COMPANY, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional purchase payments under the Existing Contracts. In the event of a termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition pursuant to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 19868.2 hereof, as amendedLIFE COMPANY, and all regulations promulgated thereunder.within ten

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and shall be in effect until three years from the status and obligations date of Employee thereunder as an employee completion of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date Initial Public Offering (the “Initial Term”) andand shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Board of Directors, after including a majority of the Independent Directors, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to Colony American Homes REIT or (ii) the compensation payable to the Manager hereunder is unfair; provided that Colony American Homes REIT shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Board of Directors, including a majority of the Independent Directors, determines to be fair pursuant to the procedure set forth below. Colony American Homes REIT may elect not to renew this Agreement upon the expiration of the Initial TermTerm or any Renewal Term pursuant to the preceding sentence upon at least 180 days’ prior written notice to the Manager (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 first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Colony American Homes REIT, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by Colony American Homes REIT of a Notice of Proposal to Negotiate, the 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 Board of Directors, including a majority of the Independent Directors, agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. Colony American Homes REIT and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that Colony American Homes REIT and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall automatically renew for successive one terminate, such termination to be effective on the date that is the later of (1A) year terms 10 days following the end of such 60-day period and (each a “Renewal Term” and, collectively with all Renewal Terms 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, 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 average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of Colony American Homes REIT to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance Manager may deliver written notice to Colony American Homes REIT informing it of its the Manager’s intention not to decline to renew this Agreement, whereupon this Agreement at shall not be renewed and extended and this Agreement shall terminate effective on the conclusion of the next Renewal Term. Termination anniversary date of this Agreement next following the delivery of such notice. Colony American Homes REIT shall not, in any event, affect any rights that Employee may have been specifically granted not be required to Employee by pay the Board of Directors or a designated committee thereof pursuant Termination Fee to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Manager if the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of Manager terminates this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder13(c).

Term Termination. Unless earlier 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 10.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon ninety (except as provided for below90) shall be effective for days notice, unless a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not shorter time is agreed to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any parties; (b) At the option of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored if Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the Company, it being understood provided, however, that no such rights are granted termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company, said termination to be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Trust's ability to meet and perform the Trust's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Trust's reasonable judgment, materially impair the Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Trust with said termination to be effective upon receipt of notice; (e) In additionthe event the Trust's Shares are not registered, notwithstanding issued or sold in accordance with applicable state or federal law, or such law precludes the expiry use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (ii) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, and the Distributor, termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust at the option of the Company will continue to make available additional Trust Shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"), unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in the termination or expiration of this Agreement Portfolio(s), redeem investments in accordance with the terms of such Sections. It is agreed that a condition to Trust and/or invest in the Trust upon the payment of any severence amount or post-termination benefit called for additional premiums under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderExisting Contracts.

Term Termination. Unless earlier 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 10.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or the Fund at any time from the date hereof upon ninety (except as provided for below90) shall be effective for days notice, unless a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not shorter time is agreed to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any parties; (b) At the option of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored if Fund Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company, it being understood that no such rights are granted said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the insti­tution of formal proceedings against the Fund by the SEC, FINRA, or any other regula­tory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obliga­tions and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Fund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair the Company's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; (e) In additionthe event the Fund's Shares are not regis­tered, notwithstanding issued or sold in accordance with appli­cable state or federal law, or such law precludes the expiry use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice; (f) At the option of the Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Fund's breach of any material provision of this Agree­ment, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Fund; (h) At the option of the Fund, upon the Company's breach of any material provision of this Agree­ment, which breach has not been cured to the satisfaction of the Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Fund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; and (j) In the event this Agreement is assigned without the prior written consent of the Company, the Fund, and the Distributor, termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund at the option of the Company will continue to make available additional Fund Shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in the termination or expiration of this Agreement Fund, redeem investments in accordance with the terms of such Sections. It is agreed that a condition to Fund and/or invest in the Fund upon the payment of additional premiums under the Existing Contracts. 10.4 Notwithstanding any severence amount or post-termination benefit called for of this Agreement, each party’s obligation under this Agreement or otherwise Article IX to indemnify the other parties shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundersurvive.

Term Termination. Unless earlier terminated under this Section 4, this 12.1 This Supply Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for will have a period ending on the first anniversary of the Effective Date term (the “Initial Term”) andwhich will run through December 31, after the expiration of the Initial Term2019. Unless terminated earlier pursuant to this Section 12, this Supply Agreement shall will automatically renew for successive one an additional period of two (12) year terms years (each a the “Renewal Term” and, collectively together with all Renewal Terms and the Initial Term, the “Term”) unless, following ). 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 party gives (i) terminate at the expiration of the Initial Term or (ii) renew with a [ * ] increase to the pricing in effect as of the expiration of the Initial Term, which pricing shall be effective as of [ * ]. 12.2 Cerus may terminate this Supply Agreement in its sole discretion at any time by giving Porex at least twelve (12) months’ prior written notice of its intent to terminate this Supply Agreement. 12.3 In the event that Cerus’ aggregate billable units fall below [ * ] units in any calendar year during 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 ▇▇▇▇▇ at least twelve (12) months’ prior written notice of its intent to terminate this Supply Agreement. 12.4 If a Party materially breaches this Supply Agreement and such breach remains uncured for a period of ninety (90) 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 thirty (30) days’ advance days after the 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 applicable insolvency laws, makes an assignment for the benefit of creditors, is dissolved or has a receiver appointed for its intention property (which in the case of a receiver is not removed within thirty (30) days after notice to renew this Agreement at the conclusion Insolvent Party). Such termination is only effective as to the Insolvent Party. 12.6 The provisions of the next Renewal Term. Termination Sections 2.3, 2.4, 4, 5 and 7 through 11 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Supply Agreement shall survive termination of the termination or expiration of this Supply Agreement and remain in effect in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundertheir terms.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) at the “Initial Term”option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) andat the option of LIFE COMPANY, after upon written notice to FUND, if FUND shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice by FUND unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andat the option of LIFE COMPANY, collectively with all Renewal Terms and upon written notice to FUND, if formal proceedings have been instituted against FUND by the Initial TermSEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder, said termination to be effective upon receipt of notice; (d) unlessat the option of FUND upon written notice to LIFE COMPANY, following if formal proceedings have been instituted against LIFE COMPANY by the Initial TermSEC, either party gives thirty the NASD, a state insurance regulator or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder, said termination to be effective upon receipt of notice by LIFE COMPANY; (30e) days’ advance upon occurrence without notice in the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY; (f) at the option of FUND, upon written notice to LIFE COMPANY, if its Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable under the Code, or if FUND reasonably believes that the Variable Contracts issued by LIFE COMPANY may fail to so qualify, said termination to be effective upon receipt of notice by LIFE COMPANY; (g) at the option of LIFE COMPANY, upon receipt by FUND of written notice from LIFE COMPANY, if FUND has breached any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to FUND; (h) at the option of FUND, upon receipt by LIFE COMPANY of written notice from FUND, if LIFE COMPANY has breached any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) at the option of FUND, by written notice to LIFE COMPANY, effective upon receipt, if its intention Variable Contracts are not to renew registered, issued or sold in accordance with applicable federal and/or state law; or (j) in the event this Agreement at is assigned, or purported to be assigned, without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement shall notLIFE COMPANY and FUND, in termination to be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, FUND at its option may elect to continue to make available additional FUND shares, as provided below, for so long as FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if FUND so elects to make additional FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in FUND, redeem investments in FUND and/or invest in FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights and obligations FUND, as promptly as is practicable under Sections 5 through 14 inclusive the circumstances, shall notify LIFE COMPANY whether FUND elects to continue to make FUND shares available after such termination. If FUND shares continue to be made available after such termination, the provisions of this Agreement shall survive the termination remain in effect with respect thereto, and thereafter either FUND or expiration of LIFE COMPANY may terminate this Agreement Agreement, as so continued pursuant to this Section 8.3, in accordance with the terms provisions of such Sections. It is agreed that a condition Section 8.2 above. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to its Variable Contracts (as opposed to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent its Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until June 30, 2012 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless either of the following occurs: (i) at least a majority of the Independent Directors agree that (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company, following or (B) the Initial Term, either party gives thirty compensation payable to the Advisor hereunder is “unfair” and an independent arbitrator agrees that such compensation is “unfair” as set forth below; or (30ii) days’ advance written notice of its intention the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any such Renewal TermTerm for any reason. Termination 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 shall not, in any event, affect any rights under clause (B) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that Employee may have been specifically granted at least a majority of the Independent Directors determines to Employee by the Board of Directors or a designated committee thereof be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least a majority of the Independent Directors agree to the terms of the revised compensation 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 compensation payable to the Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to the terms of the revised 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 Advisor, on the Effective Termination Date, a termination fee (the “Termination Fee”) equal to the product of (A) one and one-half (1 ½) and (B) the sum of (i) the average annual Base Advisory Fee earned by the Advisor during the 24-month period immediately preceding the Effective Termination Date, calculated as of the end of the most recently completed fiscal quarter prior to the Effective Termination Date (including amounts paid under the Prior Advisory Agreement if applicable), and (ii) the 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 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Advisor may deliver written notice to the Company informing it being understood that no of the Advisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such rights are granted hereundernotice. (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 Sections 6, 9, 10, 13(b), 16 and 17 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights Sections 8(f) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this Agreement (a) This Lease and the status parties' respective rights, obligations and obligations of Employee thereunder as an employee of the Company (except as provided for below) liabilities hereunder shall be effective from "the commencement date". The Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the date of execution of this lease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the South and Central Wing of the building premises comprising of the Fourth Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the Lessor is unable to provide the Occupancy Certificate on or before 15th January 2004, the Lessee shall have the right to suspend the payment of the Rent until the production of the Provisional Occupancy Certificate. (b) The term of this Lease shall be initially for a period of 14 1/2 (fourteen and a half) months commencing from the Commencement Date and ending at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall mutually agree to renew the lease for further period (s) on the first anniversary same terms and conditions as mentioned herein subject to an increase in lease rent as mentioned in Section 4 below. (c) In case, the Lessee intends to renew the lease for further period/s after the Expiration Date of this Lease, it shall do so by issuing a written notice of such intention to the Lessor at least 3 (three) months prior to the expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Effective Date (Lease beyond the “Initial Term”) and, after initial lease term then the expiration Lessee shall hand over the possession of the Initial TermDemised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the term of this Agreement shall automatically renew for successive one Lease, to the Lessee. (1e) year terms (each a “Renewal Term” andNotwithstanding anything contained herein, collectively with all Renewal Terms and in the Initial Term, the “Term”) unless, following the Initial Termevent, either party gives thirty (30) days’ advance written notice of its intention not commits any breach or fails to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors observe or a designated committee thereof pursuant to perform any of the Company’s retirement planscovenants, supplementary retirement plansterms and conditions under this Deed or any exhibits forming part of this Deed, profit sharing and savings plans, healthcare, 401(k) any the aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the other employee benefit plans sponsored /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ d legal rights of the aggrieved party in respect of such breach by the Company, it being understood that no party committing such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderbreach.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement date hereof and shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, continue in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement force until terminated in accordance with the terms provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 60 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten (10) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten (10) day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or DISTRIBUTOR by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s or DISTRIBUTOR ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective ten (10) days after receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective ten (10) days after receipt of notice; (e) At the option of LIFE COMPANY, in the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such Sectionsshares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. It is agreed that a condition Termination shall be effective ten (10) days after notice to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.TRUST;

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 21, 2027 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and”) unless terminated by either party in accordance with this Section 10. (b) Subject to Section 11 below, collectively with all Renewal Terms and neither Residential nor the Initial TermPartnership may terminate this Agreement unless (i) in the case of a termination by the Partnership, the “Term”General Partner determines that there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the Partnership or (ii) unlessin the case of a termination by Residential, following at least two-thirds of the Initial Term, either party gives thirty Independent Directors (30as defined herein) days’ advance written notice agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to Residential or (y) the compensation payable to the Asset Manager hereunder is unreasonable; provided that Residential shall not have the right to terminate this Agreement under clause (ii)(y) above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be reasonable pursuant to the procedure set forth below. If Residential or the Partnership elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal TermTerm as set forth above, Residential or the Partnership, as applicable (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of such Terminating Party’s intention not to renew this Agreement based upon the terms set forth in this Section 10(a) not less than 180 days prior to the expiration of the then existing term. If the Terminating Party so elects not to renew this Agreement, such Terminating Party shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement, and this Agreement shall notterminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Asset Manager is unfair, the Asset Manager shall have the right to renegotiate such compensation by delivering to Residential, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any eventsuch notice, affect any rights a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, Residential (represented by the Independent Directors) and the Asset Manager shall endeavor to negotiate in good faith the revised compensation payable to the Asset Manager under this Agreement. Provided that Employee may have been specifically granted the Asset Manager and at least two-thirds of the Independent Directors agree to Employee the terms of the revised compensation to be payable to the Asset Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Asset Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that Residential and the Asset Manager are unable to agree to the terms of the revised compensation to be payable to the Asset Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For purposes of this Agreement, “Independent Directors” shall mean the members of the Board of Directors who are not officers or a designated committee thereof pursuant to any employees of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) Asset Manager or any other employee benefit plans sponsored person or entity directly or indirectly controlling or controlled by the CompanyAsset Manager, it being understood that no such rights and who are granted hereunderotherwise “independent” in accordance with Residential’s organizational documents. In additionNotwithstanding the foregoing, notwithstanding neither Residential nor the expiry or termination of Partnership may terminate this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive 10 during the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or postfirst twenty-termination benefit called for under this Agreement or otherwise shall be: four (i24) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A months of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderInitial Term.

Term Termination. (a) Unless earlier sooner terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms hereof, this Agreement shall have a term commencing on the date hereof and expiring on [insert date occurring 2 years after date of signing of this Agreement]. (b) Either party may, by delivering written notice thereof to the other party, terminate its obligations under this Agreement, effective immediately, if the other party hereto: (i) is rendered bankrupt or becomes insolvent, and such insolvency is not cured within 15 days after written notice, or files a written petition in bankruptcy or an answer admitting the material facts recited in such petition filed by another, or discontinues its business or is unable to pay its bills as they become due, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property; or (ii) commits a material breach of its material duties, obligations or understandings under this Agreement, which breach is not cured within 90 days following written notice of such Sections. It is agreed breach from the nonbreaching party; provided, that a condition failure by Supplier to comply with its obligations under Sections 8(c) and 11(a) shall not constitute a material breach for purposes of this Section 7(b)(ii) unless Purchaser has incurred or is reasonably likely to incur an uncured material loss, liability or expense as a consequence of such noncompliance. Any such termination shall be in addition to any other rights or remedies available at law or in equity to the payment terminating party and shall not affect any rights or obligations which have accrued prior to the date of termination (including the obligation to fill or pay for outstanding purchase orders or Purchaser's right to have its requirements filled by third parties pursuant to Section 10(b)). (c) Each party hereto agrees to consult in advance with the other party hereto and to bring to the attention of the other party any problems, differences of opinion, disagreement or any other matters which may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to ensure that both parties to this Agreement are made aware of any severence amount problems arising out of or post-termination benefit called for under relating to this Agreement or otherwise shall be: (i) the Company’s concurrent receipt relationship of a general release of all claims against the Company and its affiliates by Employee parties hereunder, so that the parties hereto may, in the form reasonably acceptable good faith, consult with one another concerning such problems and, where possible, resolve such problems to the Company parties' mutual satisfaction, thereby preserving their contractual relationship and Employee the goodwill and (ii) that all such payments shall comply with Section 409A of mutual respect presently existing between the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderparties to this Agreement.

Term Termination. Unless earlier terminated under this Section 4, (a) Until this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis 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 renew each year for successive one an additional one-year period unless (1i) year terms 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 (each ii) a “Renewal Term” andsimple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, collectively with all Renewal Terms and that the Initial Term, Company shall not have the “Term”right to terminate this Agreement under clause (ii) unless, following foregoing if the Initial Term, either party gives thirty (30) days’ advance written notice of its intention 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 conclusion expiration of the next Renewal Term. 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention 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, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored 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, it being understood 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 such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights force and obligations under Sections 5 through 14 inclusive of effect and this Agreement shall survive continue in full force and effect on the termination terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or expiration of 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 in accordance with setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the terms of such Sections. It is agreed event that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee 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 form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderTermination Notice.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until _______ ___, 2015 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms ”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by 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 Initial Term, Subsidiaries or (ii) the “Term”compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) unless, following above if the Initial Term, either party gives thirty (30) days’ advance written notice Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal Term. Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to any such termination. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, it being understood no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement; provided that if the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such rights are granted hereunderrevised compensation promptly upon reaching an agreement regarding same. In additionthe event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, notwithstanding this Agreement shall terminate, such termination to be effective on the expiry or date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (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), 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 sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee earned by the Manager during the 24-month period 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. In the event that any such termination occurs prior to the 24-month anniversary of this Agreement, the average annual Base Management Fee and average annual Incentive Fee shall be calculated from the date of this Agreement until such termination date on an annualized basis. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 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 to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the 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 4 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Sections 6, 9, 10, 13(b), 15(b), and obligations under 16. In addition, Sections 5 through 14 inclusive 11 and 21 shall survive termination of this Agreement shall survive the termination or expiration of Agreement. (e) If this Agreement in accordance with is terminated for any reason, including pursuant to Section 13 or Section 15 hereof, the terms shares of such Sections. It is agreed that a condition common stock issued to the payment Manager in respect of any severence amount or post-termination benefit called for under this Agreement or otherwise the Incentive Fee shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable vest immediately to the Company and Employee and (ii) that all extent such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundershares have not already vested.

Term Termination. Unless earlier terminated under this Section 4, The term of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of from the Effective Date (the “Initial Term”) andthrough June 28, after the expiration of the Initial Term2022, unless earlier terminated in accordance with this Agreement shall automatically renew for successive one or extended by mutual written agreement (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”). This Agreement may be terminated prior to its expiration in the following manner: (i) unless, following the Initial Term, either party gives thirty (30) days’ advance by Voyager at any time immediately upon written notice of its intention not to renew 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 conclusion 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 A (the “Additional Release”), (y) Consultant’s revocation of the next Renewal TermAdditional Release, or (z) the death, physical incapacitation or mental incompetence of Consultant. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry Any expiration or termination of this Agreement pursuant shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Section 4 Agreement, neither Consultant nor Voyager will have any further obligations under this 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 expiration or otherwisetermination; (c) Voyager will pay Consultant any monies due and owing Consultant, Employee’s rights up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) 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, conditions and obligations under Sections 5 2 and 4 through 14 inclusive will survive expiration or termination of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the liquidation of the Collateral and the status and obligations of Employee thereunder as an employee final distribution of the Company proceeds of such liquidation to the Holders; or (except as provided for belowii) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with subsection (b) of this Section 12 or Section 14 of this Agreement. (b) This Agreement may be terminated without cause by the Collateral Manager, and the Collateral Manager may resign, upon 90 days’ prior written notice to the Issuer; provided, however, that no such termination or resignation shall be effective until the date as of which a successor Collateral Manager shall have agreed in writing to assume all of the Collateral Manager’s duties and obligations pursuant to this Agreement and such assumption has become effective. (c) This Agreement shall be automatically terminated in the event that the Administrator, in consultation with the Board of Directors and the Collateral Manager, determines in good faith that the Issuer or the Co-Issuer or the pool of Collateral has become required to register as an investment company under the provisions of the Investment Company Act by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Collateral Manager thereof. (d) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 10, 15 and 31 of this Agreement, which provisions shall survive the termination of this Agreement. (e) Upon any removal or resignation of the Collateral Manager while the Securities are Outstanding, the Issuer, acting through its Board of Directors, shall appoint as successor Collateral Manager an 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 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 as an “investment company” under the provisions of the Investment Company Act. No such termination or removal shall be effective until a successor Collateral Manager has been approved by Holders of a Majority of the Controlling Class Outstanding after the issuance by the Issuer of a notice naming and describing the qualifications of the successor Collateral Manager to the Holders of the Securities and the appointment has become effective. Such successor Collateral Manager must be ready and able to assume the duties of the Collateral Manager within 40 days after the date of such notice of resignation or removal of the Collateral Manager. If no successor Collateral Manager shall have been appointed or an instrument of acceptance by a successor Collateral Manager shall not have been delivered to the Collateral Manager (a) within 30 days after designation of the successor Collateral Manager by the Issuer and the issuance of notice regarding the successor Collateral Manager to the Holders of the Securities, or (b) within 50 days after the date of notice of resignation or removal of the Collateral Manager, the resigning or removed Collateral Manager may petition any court of competent jurisdiction for the appointment of a successor Collateral Manager without the approval of the Holders of the Notes. No compensation payable to any successor Collateral Manager from payments on the Collateral shall be greater than that permitted by the Indenture. The Issuer, the Trustee, the Collateral Manager and the successor Collateral Manager shall take such action consistent with this Agreement and the terms of such Sections. It is agreed that a condition the Indenture applicable to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986Collateral Manager, as amended, and all regulations promulgated thereundershall be necessary to effectuate any such succession.

Term Termination. Unless earlier (a) This Agreement may be terminated under this Section 4by the Issuer by an instrument in writing delivered or mailed, this Agreement postage prepaid, to the Custodian and the status Indenture Trustee, such termination to take effect on the date of such delivery or receipt by the Custodian; provided, however, that until a successor custodian shall have been appointed by the Issuer, and obligations of Employee thereunder as an employee of the Company (except Custodian shall have transferred the Financial Assets and other Property as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one continue in full force and effect. (1b) year terms (each a “Renewal Term” andThis Agreement may be terminated by the Custodian by an instrument in writing delivered or mailed, collectively with all Renewal Terms postage prepaid, to the Issuer and the Initial TermIndenture Trustee (with a copy to the Rating Agencies), the “Term”such termination to take effect not sooner than (i) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice days after the date of its intention not such delivery or mailing if Wilmington Trust Company is being replaced as Indenture Trustee under the Indenture, or (ii) ninety (90) days after the date of such delivery or mailing; provided, however, that until a successor custodian shall have been appointed and the Custodian shall have transferred the Property as provided below to renew this Agreement at the conclusion of the next Renewal Term. Termination of such successor custodian, this Agreement shall not, continue in any event, affect any rights that Employee may have been specifically granted to Employee full force and effect. If such successor custodian is not appointed by the Board of Directors or a designated committee thereof pursuant to any Issuer within ninety (90) days of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored delivery by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or Custodian of its notice of termination of this Agreement pursuant Agreement, the Indenture Trustee acting alone shall designate such successor custodian, in writing delivered to this Section 4 the Issuer and the Custodian, selected from among the ten largest commercial banks (in terms of deposit) in New York City or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms directions of such Sectionsa final order or judgment of a court of competent jurisdiction. It is agreed that If a condition successor custodian shall be appointed as herein provided upon termination of this Agreement, the Custodian shall transfer all Property to the payment designated account of any severence amount the successor custodian physically or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986appropriate book-entry system, as amendedif feasible, and thereupon the Custodian shall be discharged from any and all regulations promulgated thereunderfurther responsibility hereunder.

Term Termination. Unless earlier terminated under this Section 4, (a) This Agreement and the performance of the Services hereunder shall commence on the date of this Agreement and shall continue in full force and effect until the status and obligations earliest of Employee thereunder as an employee (i) twenty-four (24) months from the date of this Agreement, (ii) the Company expiration or early termination of all Service Periods or (except as provided for belowiii) shall be effective for a period ending on the first anniversary of date upon which this Agreement has been otherwise terminated in accordance with the Effective Date terms hereof (the “Initial Term”). (b) andDuring the Term, after Buyer may instruct Seller in writing to discontinue providing any Service or otherwise reduce its level of any Service upon giving Seller prior written notice; provided that early termination of any Service under this Agreement by Buyer shall require ten (10) business days prior written notice to the Seller. ▇▇▇▇▇’s Coordinator is hereby designated by ▇▇▇▇▇ as authorized to approve the early termination of any Services pursuant to this Section 4(b). Upon the early termination of any Service pursuant to this Section 4(b) or upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessapplicable Service Period, following the Initial Termeffective time of the termination or expiration (as applicable), either party gives (i) Seller shall no longer be obligated to provide such Service, (ii) Buyer shall have no obligation to pay any future out-of-pocket expenses relating to such Service (other than for or in respect of Services already provided in accordance with the terms of this Agreement) and (iii) Buyer shall have no further obligation to pay the fees for such Service contemplated by Section 3(a) hereof (other than the prorated portion of such fees for the portion of the month ending at the effective time of termination and any unpaid fees for previous periods). (c) This Agreement may be terminated by: (i) mutual written consent of the Parties hereto; (ii) any Party hereto upon written notice delivered to the other Parties if (A) any other Party fails to materially perform or otherwise materially breaches any obligation under this Agreement; provided, however, that the breaching Party shall have thirty (30) days and, as regards the non-payment of Service Fees due and owing, five (5) days’ advance written , from the date of receipt of such notice of its intention not from the non-breaching Parties to renew this Agreement at the conclusion of the next Renewal Term. Termination of cure such material non-performance or such material breach, after which time this Agreement shall notterminate if such material non-performance or such material breach has not been cured, or (B) either Buyer, on the one hand, or both Seller and FL1, on the other hand, makes a general assignment for the benefit of creditors, becomes insolvent, commences a voluntary proceeding under any Law relating to bankruptcy, insolvency, reorganization or winding up (the “Bankruptcy Law”), a receiver is appointed with respect to any other Party or a proceeding commences in any eventcourt of competent jurisdiction seeking such Party’s liquidation, affect reorganization, dissolution or winding up or similar relief in respect of such Party under any rights that Employee may have been specifically granted Bankruptcy Law. (d) Notwithstanding any provision herein to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement planscontrary, supplementary retirement plansSection 3, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise4(d), Employee’s rights Section 6) and obligations under Sections 5 7 through 14 inclusive 23 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this Agreement (a) The Manager’s appointment hereunder shall continue in effect for an initial term commencing on the date hereof and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) andDecember 31, after the expiration of the Initial Term2006, this Agreement shall automatically renew with extensions for successive additional one (1) year terms periods commencing automatically upon each anniversary thereof, unless the Manager notifies the Company and GE Capital, or the Company and GE Capital notify the Manager in writing at least ninety (each a “Renewal Term” and90) days before such anniversary that such extension shall not be effective. (b) If the Manager fails to perform any of its obligations set forth in this Agreement, collectively with all Renewal Terms and the Initial TermExhibit C or Exhibit D, the “Term”) unless, following Manager (or if the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored failure is first discovered by the Company, it being understood that no then the Company) shall give prompt written notice (such rights are granted hereundernotice, a “Notice of Failure”) to the persons identified in Exhibit E (the “Failure Notice Recipients”) specifying the nature of the failure. In additionthe event such Notice of Failure is given, notwithstanding then either the expiry Manager or termination the Company may elect to submit the 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, 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”). The Manager and the Company agree (x) to cooperate in good faith and in a 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 including any Remediation Plan (the 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 the period mandated by Senior Management (the “Final Cure Period”). The result of any such Dispute Resolution shall be in writing signed by Senior Management, shall be deemed part of this Agreement pursuant and, with respect to this Section 4 the failure involved, shall supersede any conflicting or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive different terms of this Agreement Agreement. If Senior Management fails to reach an agreement with respect to a Dispute Resolution and the Cure Period has not expired, the matter in dispute shall survive the termination or expiration of this Agreement be resolved solely and exclusively in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: arbitration procedures set forth in Exhibit F. If (i) Senior Management or an arbitral tribunal described in Exhibit F fails to reach agreement with respect to a Dispute Resolution and the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and Cure Period has expired or (ii) that all such payments shall comply with Section 409A the Manager fails to correct the failure by the end of the Internal Revenue Code applicable Final Cure Period, then this Agreement may, subject to Section 4.05(e), be terminated by the Company upon two (2) Business Days’ prior written notice to the Manager and each Failure Notice Recipient specifying the basis for and the effective date of 1986, as amended, and all regulations promulgated thereunderthe termination.

Term Termination. Unless earlier 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 10.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or the Fund at any time from the date hereof upon ninety (except as provided for below90) shall be effective for days notice, unless a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not shorter time is agreed to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any parties; (b) At the option of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored if Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company, it being understood that no such rights are granted said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Fund by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Fund’s ability to meet and perform the Fund’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Fund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; (e) In additionthe event the Fund’s Shares are not registered, notwithstanding issued or sold in accordance with applicable state or federal law, or such law precludes the expiry use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice; (f) At the option of the Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Fund’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Fund; (h) At the option of the Fund, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of the Fund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; and (j) In the event this Agreement is assigned without the prior written consent of the Company, the Fund, and the Distributor, termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund at the option of the Company will continue to make available additional Shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in the termination or expiration of this Agreement Fund, redeem investments in accordance with the terms of such Sections. It is agreed that a condition to Fund and/or invest in the Fund upon the payment of any severence amount or post-termination benefit called for additional premiums under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderExisting Contracts.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) The Employment Period shall be effective for a period ending end on the first third anniversary of the Effective Start Date; provided that (i) the Employment Period shall terminate immediately upon Executive's death, resignation 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 "Voluntary Termination"); provided that if Executive terminates the Employment Period within 21 days after the day on which Executive first has actual knowledge of the occurrence of the action, event or circumstance constituting a Good Reason Event, such termination shall be deemed to be a termination by the Company without Cause rather than a Voluntary Termination. Upon a termination of the Employment Period other than a termination by the Company without Cause prior to the day after the third anniversary of the Start Date (the “Initial 3 year period from the Start Date through the third anniversary of the Start Date, the "Term”"), all future compensation or bonuses to which Executive would otherwise be entitled (including bonuses described in Section 3) andand all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of such termination; provided, however, that Executive shall receive any salary earned through the date of termination, payable pursuant to the Company's general payroll practices and subject to customary withholding. Notwithstanding clause (b) above, if the Company provides Executive with written notice of its intent not to renew Executive's employment after the Term and such notice is delivered at least 6 months prior to the expiration of the Initial Term (such notice, a "Non-Renewal Notice"), upon the termination of Executive's employment with the Company upon the natural expiration of the Term, this Agreement Executive shall automatically renew be entitled, in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive (i) Executive's Base Salary, payable pursuant to the Company's regular payroll policies, for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial 6 months following the Term, (ii) any bonus payable as described in Section 3 above, (iii) reimbursement for 50% of Executive's COBRA payments for the “Term”) unless, 6 months following the Initial Term, either party gives thirty (30) days’ advance upon written notice by Executive to the Company evidencing such payments by Executive, and (iv) any payments due Executive pursuant to Section 5 hereof. Upon a termination of its intention not Executive's employment prior to renew this Agreement at the conclusion day after the end of the next Term by the Company without Cause (provided that a termination in conjunction with the natural expiration of the Term, if the Company did not provide Executive with a timely Non-Renewal Notice, shall be deemed a termination by the Company without Cause on the last day of the Term. Termination of this Agreement ), the Executive shall notbe entitled, in any eventconsideration of Executive's continuing obligations hereunder after such termination (including, affect any rights that Employee may have been specifically granted without limitation, Executive's non-competition obligations), to Employee by the Board of Directors or a designated committee thereof receive (i) Executive's Base Salary, payable pursuant to any of the Company’s retirement plans's regular payroll policies, supplementary retirement plansfor the 12 months following termination, profit sharing and savings plans, healthcare, 401(k(ii) any other employee benefit plans sponsored bonus payable as described in Section 3 above, (iii) reimbursement for 50% of Executive's COBRA payments for the 12 months following termination, upon written notice by Executive to the Company evidencing such payments by Executive, and (iv) any payments due Executive pursuant to Section 5 hereof. All payments to Executive under this Section 4 (including a bonus described in Section 3) are subject to Executive's execution and delivery to the Company of a release, in form reasonably satisfactory to the Company, it being understood that no such rights are granted hereunder. In additionreleasing Sentinel, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in their Affiliates from all claims and liabilities. In any instance where the form reasonably acceptable Company is obligated to pay continuing compensation after termination of the Executive's employment, Executive shall be required to use Executive's best efforts to obtain, as expeditiously as possible, employment with a base salary comparable to the Company and Employee and (ii) that all such payments Base Salary. If Executive obtains any employment or consulting work during the severance period, the severance described herein shall comply with Section 409A be reduced by any amounts received pursuant thereto during the remainder of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderseverance period.

Term Termination. Unless earlier terminated under this Section 4(a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation 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 or (iii) the early termination of this Agreement and the status and obligations of Employee thereunder as an employee of the Company in accordance with Section 12(b) or (except as provided for e) or Section 14. (b) Subject only to clause (c) below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessCollateral Manager may resign, following the Initial Term, either party gives thirty upon ninety (3090) days’ advance prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee (who shall deliver a copy of such notice to the Holders); provided that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any change in applicable law or regulations which renders the performance by the Collateral Manager of its intention not duties hereunder or under the Indenture to renew this Agreement at be a violation of such law or regulation. (c) Notwithstanding the conclusion provisions of clause (b) above, no resignation or removal of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry Collateral Manager or termination of this Agreement pursuant to this 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 4 or otherwise, Employee12(d) and has accepted all of the Collateral Manager’s rights duties and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of pursuant to this Agreement in accordance with 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 successor Collateral Manager, the successor Collateral Manager shall acquire such U.S. Retention Interest from the Collateral Manager (or the Retention Holder) at a price equal to an amount agreed to between the Collateral Manager and the successor Collateral Manager. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice 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 such Sections. It is agreed that the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the Investment Company Act, (iv) has been identified in a condition prior written notice provided to S&P and (v) has not been objected to by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within thirty (30) days after initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class objects to the payment proposed successor nominated by the Holders of any severence amount the Subordinated Notes within ten (10) days after the date of the notice of such nomination, then a Majority of the Controlling Class shall, within thirty (30) days after the failure described in clause or post-termination benefit called for (ii) of this sentence, as the case may be, nominate a successor collateral manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor collateral manager is appointed within 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 otherwise 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 be: 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. (if) If no successor collateral manager has been appointed within 180 days after initial notice of the Company’s concurrent receipt 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 date of the initial notice of the resignation or removal of the Collateral Manager may petition any court of competent jurisdiction for the appointment of a general release successor collateral manager. Any such appointment by any court of all claims against competent jurisdiction shall not require the Company and its affiliates by Employee in the form reasonably acceptable consent of, nor be subject to the Company 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 Employee and the Trustee (iifor forwarding to S&P) that all such payments shall comply with Section 409A of the Internal Revenue Code appointment of 1986a successor collateral manager promptly after the effectiveness of such appointment. (g) The successor collateral manager shall be entitled to the Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor collateral manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders or beneficial owners of each Class of Notes voting separately by Class, as amendedincluding Collateral Manager Debt, and all regulations promulgated thereunder.prior written notice to S&P (if then rating a Class of Secured

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against TRUST or ADVISER by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of TRUST, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (30e) days’ advance In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, TRUST, and ADVISER, termination shall not, in be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights TRUST and obligations ADVISER, as promptly as is practicable under Sections 5 through 14 inclusive the circumstances, shall notify LIFE COMPANY whether TRUST elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect and thereafter either TRUST or LIFE COMPANY may terminate the termination or expiration of Agreement, as so continued pursuant to this Agreement in accordance with the terms of such Sections. It is agreed that a condition Section 8.3, upon sixty (60) days' prior written notice to the payment of any severence amount other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or post-termination benefit called for under this Agreement as required by state insurance laws or otherwise regulations, LIFE COMPANY shall be: not redeem the shares attributable to the Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Term Termination. Unless earlier terminated (a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) such time as is mutually agreed by the Borrower and the Collateral Manager and, during the term of the Credit Agreement, consented thereto in writing by the Lender, (ii) the resignation of the Collateral Manager in accordance with Section 12(b) or (iii) the Borrower’s execution of a replacement collateral management agreement with the Collateral Manager upon the occurrence of and in connection with the CLO Transaction. The Borrower shall promptly notify the Lender of any termination under this Section 412(a). Upon the effective date of the termination of this Agreement, the Collateral Manager shall, as soon as practicable, subject to any contractual obligations of confidentiality, use commercially reasonable efforts to (i) deliver to the Borrower all property and documents of the Borrower or otherwise relating to the Portfolio Assets then in possession of the Collateral Manager and (ii) deliver to the Lender an accounting with respect to the books and records delivered to the Borrower; provided, that the Collateral Manager may retain copies of the documents or property set forth in (i) and (ii) above in order to comply with any law, rule, regulation or internal compliance policy; provided that with respect to any documentation or information subject to contractual obligations of confidentiality, the Collateral Manager shall use commercially reasonable efforts to cooperate with the Borrower and the Lender and use commercially reasonable efforts to arrange for disclosure of such documentation or information to the Borrower or the Lender, as applicable. (b) Subject only to clauses (c) and (d) below, the Collateral Manager may resign, upon 30 days’ prior written notice to the Borrower and the Lender (or such shorter notice as is acceptable to the Borrower and the Lender); provided that, the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Credit Agreement to be a violation of such law or regulation. (c) Notwithstanding the provisions of clause (b) above, no resignation 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 in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) Within 30 days after the Borrower has delivered written notice to the Lender of any resignation of the Collateral Manager, the Lender, with the consent of a Majority of the Subordinated Investors, shall have the right to appoint a replacement collateral manager by written notice to the Borrower. If no successor collateral manager is appointed within the time frame specified in the preceding sentence, the outgoing Collateral Manager (by written notice to the Borrower and the Lender), with the consent of the Lender, shall have the right to appoint a successor collateral manager. Any successor collateral manager shall be any established entity that satisfied the following criteria (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 Credit Agreement, and (iii) does not cause the Borrower to become, or require the pool of assets owned by the Borrower to be registered as, an investment company under the Investment Company Act. (e) Upon the acceptance of its appointment hereunder by the successor collateral manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Portfolio Assets or otherwise, shall automatically and without action by any Person pass to and be vested in the successor collateral manager. The Borrower and the successor collateral manager shall take such action (or the Borrower shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the status and obligations of Employee thereunder as an employee of the Company (other, except as provided for in clause (g) below. (g) shall be effective for a period ending on the first anniversary of the Effective Date Sections 6, 7 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant respect to any of the Company’s retirement plansindemnity or insurance provided thereunder), supplementary retirement plans8, profit sharing 10, 17, 21, 22 and savings plans, healthcare, 401(k) 23 shall survive any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder12.

Term Termination. Unless earlier terminated under (a) Subject to each Party's right to terminate pursuant to Section 3 (i) of this Section 4Agreement, and subsection 10 (b), (c), (d), (e), (f), and (g) below, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date hereof and shall continue for an Initial Term that ends [***] years from the Commencement Date. Notwithstanding the foregoing, the Parties agree that at any time after the first thirty (30) months following the “Initial Term”Commencement Date, either Party has the right to terminate this Agreement and all obligations contained herein provided that it has given no less than ninety ( 90) and, after days prior written notice to the other Party. Provided that this Agreement is not terminated prior to the expiration of the Initial Term, this Agreement shall be automatically renew renewed upon the expiration of the Initial Term for successive one -------------------------- [***] Confidential treatment has been requested for this portion pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended. Renewal Terms of two (12) year terms (years each a “from the date of expiration of the previous Initial Term or Renewal Term” and, collectively with all Renewal Terms and as applicable. Such renewal shall not be effective if, at least ninety (90) days prior to the termination of the Initial Term, Term or the “Term”) unless, following the Initial then current Renewal Term, either party gives Party shall have notified the other in writing of its decision not to renew this Agreement. If the terms hereof are to be amended in connection with any Renewal Term, an appropriate addendum shall be executed by both Parties and added hereto reflecting, as applicable, the revised terms hereof. (b) If there is a material default by either Party in the performance of the terms and conditions of this Agreement, and such default shall continue for a period of thirty (30) days after receipt by the defaulting Party of written notice thereof from the non-defaulting Party (setting forth in detail the nature of such default), then this Agreement shall terminate at the option of the non-defaulting Party as of the thirty-first (31st) day following the receipt of such written notice. If, however, the default cannot be remedied within such thirty (30) day period, such time period shall be extended for an additional period of not more than thirty (30) days’ advance written notice , so long as the defaulting Party has notified the non-defaulting Party in writing and in detail of its intention plans to initiate substantive steps to remedy the default and diligently thereafter pursues the same to completion within such additional thirty (30) day period. (c) This Agreement shall be deemed terminated, without the requirement of further action or notice by either Party, in the event that either Party, or a direct or indirect holding company of either Party, shall become subject to voluntary or involuntary bankruptcy, insolvency, receivership, conservatorship or like proceedings (including, but not limited to, the takeover of such Party by the applicable regulatory agency) pursuant to renew applicable state or federal law and such proceedings are not dismissed within sixty (60) days of initiation thereof. (d) In the event that Company divests itself of its on-line business(es), FUSA shall have the right to immediately terminate this Agreement at and all of its obligations contained herein upon notice to Company. (e) In the conclusion event that any material change in any federal, state or local law, statute, operating rule or regulation, or any material change in any operating rule or regulation of either MasterCard or Visa makes the next Renewal Term. Termination continued performance of this Agreement under the then current terms and conditions demonstratively economically infeasible or illegal, then FUSA shall nothave the right to terminate this Agreement upon ninety (90) days advance written notice. Such written notice shall include a detailed explanation and evidence of the demonstratively economically infeasible condition imposed. (f) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, (a) any competitor of FUSA or any entity that owns a competitor of FUSA, or (b) any entity that due to its products, services and/or reputation creates a demonstrable and material conflict of interest for FUSA, then, FUSA shall have the right to terminate this Agreement upon thirty (30) days notice. (g) In the event that the Company enters into any merger, acquisition, transfer of control or sale of substantially all of its assets to, or any similar transaction with, a primary competitor of FUSA which due to the primary competitor's products and services creates a economically infeasible material conflict of interest for the Company, then, the Company shall have the right to terminate this Agreement upon no less than one hundred and eighty (180) days written notice, which written notice shall (if permissible) include an explanation of the circumstances surrounding such termination. Notwithstanding the foregoing, in no event shall the termination be effective during the first Year following the Commencement Date of this Agreement. If, upon the consummation of such a transaction, the party with whom Company has entered into such transaction does not request an exclusive relationship with the Company, then FUSA shall have the right to purchase advertising at the Company's then commercially reasonable standard rate, quality, quantity, and terms as for the Products offered pursuant to this Agreement. (h) In the event that any representation or warranty set forth in Section 7 of this Agreement is breached, then the non-breaching Party shall have the right to immediately terminate this Agreement and all of its obligations contained herein by notice to the breaching Party. (i) Upon termination of this Agreement: (i) Company and FUSA shall work together toward an orderly termination of this Program; (ii) Each Party shall promptly return to the other any materials that have been supplied by such Party, if any, including without limitation all Confidential Information; (iii) All Accounts which have been opened pursuant to the terms hereof, together with all Accounts for which applications have been received but not yet processed by FUSA as of the effective date of such termination, shall remain the sole and exclusive property of FUSA; (iv) FUSA shall have the right, but not the obligation, prior to the expiration date inscribed on the Products, to reissue cards or Products previously issued to Account holder or Account members pursuant to this Agreement and to issue card or Products to applicants whose applications are received after the effective date of such termination, in its own name and without any reference to Company on such cards or Products; (v) Notwithstanding any other provision of this Agreement, and for the avoidance of doubt, if, in any eventgiven Contract Year, affect this Agreement is terminated pursuant to Section 3 (i), regardless of the reason, then Company will have no obligation to refund to FUSA any rights that Employee may unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the preceding Contract Year, essentially the Contract Year in which the Account Goal was not met. The Company will have been specifically granted an obligation to Employee refund any unearned Advance Payments and any unearned portion of the Subscriber Growth Advance with respect to the current Contract Year, essentially the Year in which notice of termination is rendered; (vi) If this Agreement is terminated by FUSA pursuant to Sections 10 (b), (d), (f), or by the Board of Directors or a designated committee thereof Company pursuant to Section 10 (a) or (g), then, Company shall be required to remit to FUSA any unearned portion of the Company’s retirement plansAdvance Payments and any unearned portion of the Subscriber Growth Advance payment relating to that Contract Year as of the effective date of termination, supplementary retirement plansif any. (vii) If this Agreement is terminated by Company pursuant to Section 10 (b), profit sharing and savings plansSection 10 (c), healthcareSection 10 (e), 401(k) or any other employee benefit plans sponsored provision hereof, or by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement FUSA pursuant to this Section 4 10 (a) or otherwiseSection 10 (e) then, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement Company shall survive have the termination or expiration of this Agreement in accordance with right to retain the terms of such Sections. It is agreed that a condition to the payment entire amount of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company Advance Payments and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A any Subscriber Growth Advance paid made as of the Internal Revenue Code day notice of 1986, as amended, and all regulations promulgated thereunder.termination was rendered;

Term Termination. Unless earlier terminated under this Section 4, (a) The term of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending commence on the first Closing Date and this Agreement shall continue in force until the third anniversary of the Effective Closing Date (such three-year period, the “"Initial Term”) and"). Thereafter, after the expiration of the Initial Termuntil this Agreement is terminated in accordance with its terms, this Agreement shall be deemed renewed automatically renew each year for successive one an additional one-year period unless (1i) year terms a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the REIT, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (each ii) a “Renewal Term” andsimple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, collectively with all Renewal Terms and that the Initial Term, Company shall not have the “Term”right to terminate this Agreement under clause (ii) unless, following foregoing if the Initial Term, either party gives thirty (30) days’ advance written notice of its intention 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 conclusion expiration of the next Renewal Initial Term or any extended term as set forth above, the REIT 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 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 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 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 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 60 days prior to the third or any subsequent anniversary of the Closing Date, the Manager may deliver written notice to the REIT informing it of the Manager's intention not to renew the Term. Termination , whereupon the Term of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by 18 19 not be renewed and extended and this Agreement shall terminate effective on the Board anniversary of Directors or a designated committee thereof 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 Company’s retirement plansother, supplementary retirement plans, profit sharing except as provided in Section 13(b) and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderSection 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. (a) Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis terminated in accordance with its terms, this Agreement shall automatically renew for successive one a 1-year term each anniversary of the 10-year anniversary of the date of this Agreement (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”). (b) unlessNotwithstanding any other provision of this Agreement to the contrary, following upon the Initial Term, either party gives thirty expiration of the Term and upon one hundred eighty (30180) days’ advance prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, in connection with the expiration of its intention not the Term or termination pursuant to Section 17(c)(z), decline to renew this Agreement (any such nonrenewal, a “Termination Without Cause”), in each case, upon the affirmative vote of at the conclusion least two-thirds (2/3) of the next Renewal TermIndependent Directors that (1) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole or (2) the Base Management Fee and Incentive Fee payable to the Manager are not fair. In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the Term (the “Effective Termination Date”). The Company may terminate this Agreement for cause pursuant to Section 17(c) hereof even after a Termination Notice and, in such case, no Termination Fee shall be payable. If the reason for nonrenewal specified in the Company’s Termination Notice is that at least two-thirds (2/3) of the Independent Directors have determined that the Base Management Fee or the Incentive Fee payable to the Manager is unfair, the Company shall not have the foregoing nonrenewal right in the event the Manager agrees that it will continue to perform its duties hereunder during the automatic renewal Term that would commence upon the expiration of the then current Term at a fee that at least two-thirds (2/3) of Independent Directors determine to be fair; provided, however, the Manager shall have the right to renegotiate the Base Management Fee and/or the Incentive Fee, by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the 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. Provided that the Company and the Manager agree to a revised Base Management Fee, Incentive Fee or other compensation structure within sixty (60) 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, and this Agreement shall notcontinue in full force and effect |US-DOCS\131332066.10|| on the terms stated herein, in any eventexcept that the Base Management Fee, affect any rights that Employee may have been specifically granted to Employee the Incentive Fee or other compensation structure shall be the revised Base Management Fee, Incentive Fee or other compensation structure as then agreed upon by the Board of Directors Company 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, Incentive Fee, or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereundercompensation structure promptly upon reaching an agreement regarding same. In additionthe event that the Company and the Manager are unable to agree to a revised Base Management Fee, notwithstanding the expiry Incentive Fee, or termination of this Agreement pursuant to this Section 4 or otherwiseother compensation structure during such sixty (60) day period, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive terminate on the termination or expiration of Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date. (c) the Company may terminate this Agreement in accordance Agreement: (x) at any time and with the terms of such Sections. It is agreed that a condition to the immediate effect (and without payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: Termination Fee) upon written notice delivered to the Manager, if one of the following events has occurred: (i) the Company’s concurrent receipt Manager or any of its Affiliates materially breaches any provision of this Agreement and such breach shall continue for a general release period of all claims against 30 days after the Company and its affiliates by Employee in earlier of (A) the form reasonably acceptable Manager becoming aware of such breach, or (B) written notice specifying such breach being delivered to the Company Manager, provided that if the Manager is proceeding with all reasonable diligence to cure the breach and Employee and can reasonably be expected to complete such cure within the ensuing 15 days, such 30 day period shall be extended to 45 days; (ii) that all such payments shall comply with Section 409A the Manager or any of its Affiliates engages in any act of fraud, misappropriation of funds, or embezzlement against the Company, any Subsidiary or otherwise; (iii) there is an event of any gross negligence on the part of the Internal Revenue Code Manager or any of 1986its Affiliates in the performance of the duties of the Manager under this Agreement; (iv) the Manager willfully defaults on any of its obligations under this Agreement; (v) there is a commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency, as amendedincluding an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (vi) the Manager is convicted (including a plea of nolo contendere) of a felony; or (vii) there is a dissolution of the Manager. (y) effective upon 30 days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, if an Anti-Corruption Event occurs; provided, however, that to the extent an Anti-Corruption Event is reasonably susceptible to being cured, this clause (y) shall only be applicable in the event that the Manager fails to take commercially reasonable steps to cure the conditions that gave rise to such Anti-Corruption Event within 30 days. (z) effective upon written notice from the Company to the Manager not less than 180 days prior to an anniversary of this Agreement and all regulations promulgated thereundersubject to Section 17(b), beginning after the 10-year anniversary.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the “Term”National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of TRUST, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY by the SEC, either party gives thirty the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (30e) days’ advance At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall not, in be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and obligations under Sections 5 through 14 inclusive NB MANAGEMENT whether LIFE COMPANY elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition shares attributable to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts or invested directly), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Term Termination. Unless earlier terminated under this Section 4, (a) The term of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending commence on the first Closing Date and this Agreement shall continue in force until the third anniversary of the Effective Closing Date (such three-year period, the “"Initial Term”) and"). Thereafter, after the expiration of the Initial Termuntil this Agreement is terminated in accordance with its terms, this Agreement shall be deemed renewed automatically renew each year for successive one an additional one-year period unless a majority of the Independent Directors (1as such term is defined in the Charter of the REIT) year terms or a majority of the holders of outstanding shares of Common Stock, agree that either (each i) there has been unsatisfactory performance that is materially detrimental to the Company or (ii) 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) above if the Manager agrees to continue to provide the services hereunder at a “Renewal Term” and, collectively with all Renewal Terms and fee that the Initial Term, Independent Directors have determined to be fair. If the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention Company elects not to renew this Agreement at the conclusion expiration of the next Renewal TermInitial Term or any extended term as set forth above, the REIT 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 clause (a) 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 nor more than 180 days from the date of the notice, on which the Manager shall cease to provide services hereunder and this Agreement shall notterminate on such date; provided, however, that in any eventthe event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, affect any rights that Employee may the Manager shall have been specifically granted the right to Employee renegotiate the Management Fee by the Board of Directors or a designated committee thereof pursuant delivering to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice of its intention to renegotiate its compensation hereunder. Thereupon, the Company and the Manager shall enter into good faith negotiation of the compensation payable to the Manager hereunder. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 30 days following the commencement of such negotiation, 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 herein, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties hereto. The 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 additionthe event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, notwithstanding this Agreement shall terminate, such termination to be effective on the expiry or date which is the later of (A) ten (10) days (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) hereof, 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 twelve (12) full 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 60 days prior to the third or any subsequent anniversary of the Closing Date, the Manager may deliver written notice to the REIT informing it of the Manager's intention not to renew the Term, whereupon the Term hereof 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 4 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Section 13(b) and obligations under Sections 5 through 14 inclusive Section 16 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until March 31, 2009 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term on that date and each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, following that the Initial Term, either party gives thirty Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 two 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or any Renewal Term, the Manager may deliver written notice to the Company informing it being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such rights are granted hereundertermination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding Sections 8(i) (including the expiry or termination provisions of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights Exhibit B) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. (a) Unless earlier terminated under this in accordance with Section 414 or Section 15, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on in effect until the first anniversary of date that is six (6) years after the Effective Date date hereof (the “Initial Original Term”) and, after ). At the expiration of the Initial TermOriginal Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically renew each year for successive one an additional one-year period (1) year terms (each each, a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Shares, following agree that there has been unsatisfactory performance that is materially detrimental to the Initial TermCompany or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, either party gives thirty that the Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of its intention the Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the conclusion expiration of the next Original Term or any Renewal Term, 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, the Subsidiaries 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 together with its Subsidiaries jointly and severally agree to pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) in an aggregate amount 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 to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal 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, in any event, affect any rights that Employee may have been specifically granted to Employee by not be renewed and extended and this Agreement shall terminate effective on the Board expiration date of Directors or a designated committee thereof 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 Company’s retirement plansother, supplementary retirement plans, profit sharing except as provided in Section 13(b) and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderSection 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of in effect from the Effective Date Date, unless terminated in accordance with the terms hereof, until April 1, 2030 (the “Initial Term”) and, after and shall be automatically renewed for a five-year term at the expiration of the Initial Term (the “First Renewal Term”) if the Automatic Renewal Condition has been satisfied, and shall be automatically renewed for an additional five-year term at the end of the First Renewal Term (the “Second Renewal Term”), if the Automatic Renewal Condition has been satisfied, in each case, unless the Manager elects not to renew this Agreement in accordance with Section 13(c). (b) Residential, acting for itself and for the Partnership, shall renew this Agreement at the end of the Initial Term and the First Renewal Term unless the Automatic Renewal Condition has not been satisfied, in which event Residential, acting for itself and for the Partnership, may elect not to renew this Agreement, and this Agreement shall automatically renew terminate for successive one (1) year terms (each a “all purposes at the end of the Initial Term or the First Renewal Term” and, collectively with all Renewal Terms and as applicable. If Residential, acting for itself or the Initial TermPartnership, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention elects not to renew this Agreement at the conclusion expiration of the next Initial Term or the First Renewal Term in accordance with the forgoing sentence, Residential shall deliver to the Manager prior written notice of Residential’s intention not to renew this Agreement based upon the terms set forth in this Section 13(b) not less than one hundred eighty (180) days prior to the expiration of the Initial Term or the First Renewal Term, as applicable. Termination The Manager shall not be entitled to any payment, compensation, fee or penalty as a result of Residential’s decision not to renew this Agreement and allow it to terminate at the end of the Initial Term or First Renewal Term, as applicable. (c) No later than one hundred eighty (180) days prior to the end of the Initial Term or the First Renewal Term, as applicable, the Manager may deliver written notice to Residential informing Residential of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall notnot be renewed and extended and this Agreement shall terminate effective at the end of Initial Term or the First Renewal Term, as applicable. Residential is not required to pay to the Manager any amount, compensation, termination fee or penalty in any event, affect any rights that Employee may have been specifically granted to Employee by connection with the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of Manager terminating this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 13(c). (d) Notwithstanding any other provisions of this Agreement to the contrary, after the Third Anniversary, upon the approval of the Board of Directors, including the affirmative vote of a majority of the Independent Directors, Residential shall survive have the termination or expiration of right, upon at least one hundred eighty (180) days prior written notice to the Manager (the “Performance Default Event Termination Notice”), to terminate this Agreement upon the occurrence of a Performance Default Event (for clarity, a Performance Default Event (and related termination pursuant to this Section 13(d)) cannot occur prior to the fifth anniversary of the Effective Date), provided that if a Performance Default Event Termination Notice is not delivered within thirteen (13) months of the occurrence of a Performance Default Event, Residential shall be deemed to have waived its right to terminate this Agreement with respect to such Performance Default Event, unless a subsequent Performance Default Event occurs. In the event that this Agreement is terminated in accordance with the terms provisions of such Sectionsthis Section 13(d), Residential shall pay to the Manager, in accordance with this Section 13(d), a termination fee (the “Performance Default Event Termination Fee”) equal to one (1) times the average annual Incentive Fee during the 24 month period immediately preceding the Effective Termination Date, calculated as of the end of the most recently completed fiscal quarter of Residential prior to the Effective Termination Date. It is agreed that Notwithstanding the foregoing, (i) Residential shall have the right terminate this Agreement for a condition Cause Event even after a Performance Default Event Termination Notice has been provided and prior to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise the Performance Default Event Termination Fee and, in such case, no Performance Default Event Termination Fee shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee be payable and (ii) that all such payments the Manager shall comply with have the right to terminate this Agreement pursuant to Section 409A 14(b) even after a Performance Default Event Termination Notice has been provided and prior to the payment of the Internal Revenue Code Performance Default Event Termination Fee and, in such case, the Cause Termination Fee shall be payable. Any obligation of 1986Residential to pay the Performance Default Event Termination Fee or the Cause Termination Fee shall survive any termination of this Agreement. (e) Residential, as amendedacting for itself or the Partnership, shall have the right, upon thirty (30) days prior written notice, to terminate this Agreement within 13 months of knowledge of the occurrence of any of the following events, with payment of the Performance Default Event Termination Fee, if (each such event, a “Good Reason Event”): (i) Residential fails to pay any dividends previously authorized in good faith by the Board of Directors and all regulations promulgated thereunderother duties under applicable law and announced to the public as a result of an action or inaction of the Manager; or (ii) Residential or any Subsidiary shall have defaulted on any mortgage, line of credit, repurchase agreement or any other financing agreement or arrangement as a result of action or inaction of the Manager and such default (a) causes or results in an acceleration of indebtedness in an amount in excess of $5 million and (b) is not cured within forty-five (45) calendar days.

Term Termination. Unless earlier terminated under this Section 4, this 10.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of LIFE COMPANY if any Portfolio of the TRUST ceases to qualify as a Regulated Investment Company under Subchpater M of the Internal Revenue Code, or under any successor or similar provision, or if the LIFE COMPANY reasonably believes that the Portfolio may fail to so qualify; (e) At the option of the LIFE COMPANY if any Portfolio of the TRUST fails to meet the diversification requirements of Section 817(h) of the Code; (f) At the option of the LIFE COMPANY, if the LIFE COMPANY determines in its sole judgment exercised in good faith, that either the TRUST or the ADVISER has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the LIFE COMPANY; (g) At the option of the TRUST or ADVISER, if the TRUST or ADVISER respectively, shall automatically renew for successive one determine in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the TRUST or ADVISER; (1h) year terms (each a “Renewal Term” andAt the option of TRUST, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (i) unlessIn the event TRUST's shares are not registered, following issued or sold in accordance with applicable state or federal law, or such law precludes the Initial Termuse of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (j) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, either party gives thirty as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (30k) days’ advance At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (l) At the option of any party to this Agreement, upon another party's breach of any material provision of this Agreement,; (m) At the option of TRUST, if the Variable Contracts are not to renew registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, TRUST, and ADVISER, termination shall not, in be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 10.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise10.2 hereof, Employee’s rights TRUST and obligations ADVISER, as promptly as is practicable under Sections 5 through 14 inclusive the circumstances, shall notify LIFE COMPANY whether TRUST elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect and thereafter either TRUST or LIFE COMPANY may terminate the termination or expiration of Agreement, as so continued pursuant to this Agreement in accordance with the terms of such Sections. It is agreed that a condition Section 10.3, upon sixty (60) days' prior written notice to the payment of any severence amount other party. 10.4 Except as necessary to implement Variable Contract owner initiated transactions, or post-termination benefit called for under this Agreement as required by state insurance laws or otherwise regulations, LIFE COMPANY shall be: not redeem the shares attributable to the Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 31, 2007 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following unless at least two-thirds of the Initial Term, either party gives thirty Independent Directors or the holders of a majority of the outstanding Shares agree that (30i) days’ advance written notice there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 two 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 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 being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such rights are granted hereundernotice. (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 Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until September 29, 2012 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms ”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Initial Term, Subsidiaries or (ii) the “Term”compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) unless, following above if the Initial Term, either party gives thirty (30) days’ advance written notice Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal Term. Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, it being understood no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such rights are granted hereunderrevised compensation promptly upon reaching an agreement regarding same. In additionthe event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, notwithstanding this Agreement shall terminate, such termination to be effective on the expiry or date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (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 sum of the average annual Base Management Fee during the 24-month period 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 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 to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the 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 4 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Sections 6, 9, 10, 13(b), 15(b), and obligations under 16 of this Agreement. In addition, Sections 5 through 14 inclusive 11 and 21 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of TRUST at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by LIFE COMPANY; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective thirty (30) days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said thirty (30) day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or DISTRIBUTOR by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or DISTRIBUTOR ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective thirty (30) days after receipt of notice unless such proceedings are dismissed within such thirty (30) day period; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective thirty (30) days after receipt of notice unless such proceedings are dismissed within such thirty (30) day period; (e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective thirty (30) days after notice to TRUST unless such matters are cured by TRUST within such thirty (30) day period; (f) At the option of TRUST, if the Variable Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective thirty (30) days after receipt of notice by LIFE COMPANY unless such matters are cured by LIFE COMPANY within such thirty (30) day period; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the reasonable satisfaction of LIFE COMPANY within thirty (30) days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the reasonable satisfaction of TRUST within thirty (30) days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective thirty (30) days after notice to LIFE COMPANY unless such matters are cured by LIFE COMPANY within such thirty (30) day period; (j) At the option of LIFE COMPANY, in the event that any Portfolio ceases to qualify as a regulated investment company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the TRUST unless such matters are cured by TRUST within such thirty (30) day period; and (k) At the option of LIFE COMPANY, in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements, then LIFE COMPANY may terminate such Portfolio as a funding vehicle. Termination of such Portfolio shall be effective thirty (30) days after notice to the TRUST unless such matters are cured by TRUST within such thirty (30) day period. 8.3 Except in cases described in Sections 8.2(b), (c), (e), (g), (j) and (k), LIFE COMPANY shall not take any actions to terminate this Agreement or exchange, replace or otherwise substitute shares of another investment company or series thereof for shares of the TRUST for a period ending on of eight (8) years following the first anniversary Effective Date, without the prior written consent of the Effective Date (TRUST and the “Initial Term”) and, after the expiration of the Initial TermDISTRIBUTOR. Thereafter, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively periods beginning with all Renewal Terms the month and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion day of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee Effective Date unless terminated by the Board of Directors or a designated committee thereof pursuant to any mutual written agreement of the Company’s retirement plansTRUST, supplementary retirement plans, profit sharing DISTRIBUTOR and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this LIFE COMPANY. 8.4 This Agreement pursuant to this Section 4 or otherwise, Employee’s and all rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive be binding upon the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company respective successors and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A assigns of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderparties.

Term Termination. (a) Unless earlier terminated under this in accordance with Section 414 or Section 15, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on in effect until the first anniversary of date that is six (6) years after the Effective Date date hereof (the “Initial Original Term”) and, after ). At the expiration of the Initial TermOriginal Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically renew each year for successive one an additional one-year period (1) year terms (each each, a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Stock, following agree that there has been unsatisfactory performance that is materially detrimental to the Initial TermCompany or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, either party gives thirty that the Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of its intention the Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the conclusion expiration of the next Original Term or any Renewal Term, 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 (i) 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 and (ii) the amount of the Income Incentive Fee and the Capital Gains Incentive Fee as if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). 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 expiration of the Original Term or any Renewal 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, in any event, affect any rights that Employee may have been specifically granted to Employee by not be renewed and extended and this Agreement shall terminate effective on the Board expiration date of Directors or a designated committee thereof 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 Company’s retirement plansother, supplementary retirement plans, profit sharing except as provided in Section 13(b) and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderSection 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless (a) 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 Paragraph 2 and to earlier terminated under termination pursuant to subparagraph (c) of this Section 4Paragraph 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 hereinafter referred to as the "Employment Term." (b) Subject to the provisions of subparagraph (c) of this Paragraph 2, this Agreement may be extended for additional periods of one year commencing on the Initial Expiration Date and on each anniversary of the Initial Expiration Date (each such anniversary date being referred to herein as an "Extension Date") if the Board of Directors of both the Company and the Bank determines by resolution, after reviewing the performance of the Executive, to extend this Agreement prior to the Initial Expiration Date and/or Extension Date and such extension is not objected to by Executive pursuant to written notice to the Company or the Bank prior to such anniversary. (c) In addition to the expiration of the Employment Term as provided above, subject to the provisions of Paragraph 2(1) hereof, this Agreement and Executive's employment by the status Company and obligations the Bank shall terminate on the Date of Employee thereunder Termination (as an employee hereinafter defined) as follows: (i) automatically upon Executive's death; (ii) at the option of the Company (except or the Bank if, as provided for below) shall be effective 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 period ending of sixty (60) consecutive 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 option of the Company or the Bank 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, 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 expected to have a material adverse effect on the first anniversary financial condition or reputation of the Effective Date Company or the Bank; (B) termination of Executive pursuant to the “Initial Term”requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or the Bank; (C) and, after the expiration conviction of Executive of the Initial Termcommission 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 shall automatically renew for successive one Agreement; or (1E) year terms (each the engagement by Executive in any activity constituting a “Renewal Term” andmaterial breach of Paragraph 9, collectively with all Renewal Terms and 10 or 11 of this Agreement. The Company reserves the Initial Term, right to institute litigation against Executive to recover damages in the “Term”) unless, following event that the Initial Term, either party gives thirty (30) days’ advance written notice of Company or its intention not to renew this Agreement at the conclusion Subsidiaries or Affiliates suffers damages as a result of the next Renewal Term. Termination of this Agreement shall not, Executive engaging in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(kconduct specified in clauses (A) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination through (E) of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.2(c)(iii);

Term Termination. Unless earlier 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 10.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon ninety (except 90) days notice, unless a shorter time is agreed to by the parties; (b) At the option of the Company, if Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as provided for belowdetermined by the Company, provided, however, that such termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company, said termination to be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s ability to meet and perform the Trust’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Trust with said termination to be effective upon receipt of notice; (e) In the event the Trust’s Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective for a period ending on upon such occurrence without notice; (f) At the first anniversary option of the Effective Date Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the “Initial Term”) and, after the expiration option of the Initial TermCompany, upon the Trust’s breach of any material provision of this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” andAgreement, collectively with all Renewal Terms and which breach has not been cured to the Initial Term, satisfaction of the “Term”) unless, following the Initial Term, either party gives Company within thirty (30) days’ days after written advance written notice of its intention such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of the Trust within thirty (30) days after written advance notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered or exempt from registration, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (ii) In the event this Agreement at is assigned without the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any prior written consent of the Company’s retirement plans, supplementary retirement plansthe Trust, profit sharing and savings plansthe Distributor, healthcare, 401(k) termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 10.2 hereof, the Trust at the option of the Company will continue to make available additional Trust Shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”), unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in the termination or expiration of this Agreement Portfolio(s), redeem investments in accordance with the terms of such Sections. It is agreed that a condition to Trust and/or invest in the Trust upon the payment of any severence amount or post-termination benefit called for additional premiums under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderExisting Contracts.

Term Termination. Unless earlier terminated under this Section 4, this Agreement (a) This Lease and the status parties' respective rights, obligations and obligations of Employee thereunder as an employee of the Company (except as provided for below) liabilities hereunder shall be effective from "the commencement date". The Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the date of execution of this lease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the South Wing of the building premises comprising of the Second Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the Lessor is unable to provide the Occupancy Certificate on or before 15th January 2004, the Lessee shall have the right to suspend the payment of the Rent until the production of the Provisional Occupancy Certificate. (b) The term of this Lease shall be initially for a period of 14 1/2 (FOURTEEN AND A HALF) MONTHS, commencing from the Commencement Date and ending at: 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall mutually agree to renew the lease for further period (s) on the first anniversary same terms and conditions as mentioned herein subject to an increase in lease rent as mentioned in Section 4 below. (c) In case, the Lessee intends to renew the lease for further period/s after the Expiration Date of this Lease, it shall do so by issuing a written notice of such intention to the Lessor at least 3 (three) months prior to the expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Effective Date (Lease beyond the “Initial Term”) and, after initial lease term then the expiration Lessee shall hand over the possession of the Initial TermDemised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the term of this Agreement shall automatically renew for successive one Lease, to the Lessee. (1e) year terms (each a “Renewal Term” andNotwithstanding anything contained herein, collectively with all Renewal Terms and in the Initial Term, the “Term”) unless, following the Initial Termevent, either party gives thirty (30) days’ advance written notice of its intention not commits any breach or fails to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors observe or a designated committee thereof pursuant to perform any of the Company’s retirement planscovenants, supplementary retirement plansterms and conditions under this Deed or any exhibits forming part of this Deed, profit sharing and savings plans, healthcare, 401(k) any the aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the other employee benefit plans sponsored /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ d legal rights of the aggrieved party in respect of such breach by the Company, it being understood that no party committing such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderbreach.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and shall be in effect until the status and obligations third anniversary of Employee thereunder as an employee completion of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date Listing (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and”) unless at least two-thirds of the Independent Directors or the holders of at least two-thirds of the outstanding shares of Common Stock (other than those shares held by certain parties related to the Company, collectively with all Renewal Terms 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 Initial Term, Subsidiaries or (ii) the “Term”compensation payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) unless, following above if the Initial Term, either party gives thirty (30) days’ advance written notice Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal Term. Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement, and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, it being understood no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement, provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation 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 compensation payable to the Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such rights are granted hereunderrevised compensation promptly upon reaching an agreement regarding same. In additionthe event that the Company and the Advisor are unable to agree to the terms of the revised compensation to be payable to the Advisor during such 45-day period, notwithstanding this Agreement shall terminate, such termination to be effective on the expiry or date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (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 Advisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the average annual Base Advisory Fee earned by the Advisor during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal year prior to the date of termination. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during a Renewal Term, the Advisor may deliver written notice to the Company informing it of the Advisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the 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 4 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Sections 6, 9, 10, 13(b), 15(b), and obligations under 16 of this Agreement. In addition, Sections 5 through 14 inclusive 11 and 20 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier (a) This Agreement may be terminated under this Section 4by the Issuer by an instrument in writing delivered or mailed, this Agreement postage prepaid, to the Custodian and the status Indenture Trustee (with a copy to the Rating Agencies), such termination to take effect on the date of such delivery or receipt by the Custodian; provided, however, that until a successor custodian shall have been appointed by the Issuer (which successor Custodian shall satisfy the Rating Agency Condition), and obligations of Employee thereunder as an employee of the Company (except Custodian shall have transferred the Financial Assets and other Property as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one continue in full force and effect. (1b) year terms (each a “Renewal Term” andThis Agreement may be terminated by the Custodian by an instrument in writing delivered or mailed, collectively with all Renewal Terms postage prepaid, to the Issuer and the Initial TermIndenture Trustee (with a copy to the Rating Agencies), the “Term”such termination to take effect not sooner than (i) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice days after the date of its intention not such delivery or mailing if Deutsche Bank Trust Company Americas is being replaced as Indenture Trustee under the Indenture, or (ii) ninety (90) days after the date of such delivery or mailing; provided, however, that until a successor custodian shall have been appointed, which successor Custodian shall satisfy the Rating Agency Condition, and the Custodian shall have transferred the Property as provided below to renew this Agreement at the conclusion of the next Renewal Term. Termination of such successor custodian, this Agreement shall not, continue in any event, affect any rights that Employee may have been specifically granted to Employee full force and effect. If such successor custodian is not appointed by the Board of Directors or a designated committee thereof pursuant to any Issuer within ninety (90) days of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored delivery by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or Custodian of its notice of termination of this Agreement pursuant Agreement, the Indenture Trustee acting alone shall designate such successor custodian, in writing delivered to this Section 4 the Issuer and the Custodian, selected from among the ten largest commercial banks (in terms of deposit) in New York City or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms directions of such Sectionsa final order or judgment of a court of competent jurisdiction. It is agreed that If a condition successor custodian shall be appointed as herein provided upon termination of this Agreement, the Custodian shall transfer all Property to the payment designated account of any severence amount the successor custodian physically or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986appropriate book-entry system, as amendedif feasible, and thereupon the Custodian shall be discharged from any and all regulations promulgated thereunderfurther responsibility hereunder.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until [ ], 2014 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms ”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Initial Term, Subsidiaries or (ii) the “Term”compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) unless, following above if the Initial Term, either party gives thirty (30) days’ advance written notice Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal Term. Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, it being understood no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such rights are granted hereunderrevised compensation promptly upon reaching an agreement regarding same. In additionthe event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, notwithstanding this Agreement shall terminate, such termination to be effective on the expiry or date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (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 sum of the average annual Management Fee during the 24-month period 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 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 to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the 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 4 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Sections 6, 9, 10, 13(b), 15(b), and obligations under 16 of this Agreement. In addition, Sections 5 through 14 inclusive 11 and 21 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or FUND at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if FUND shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against FUND by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of FUND, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (30e) days’ advance In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of FUND within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, FUND, and ADVISER, termination shall not, in be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, FUND at its option may elect to continue to make available additional FUND shares, as provided below, for so long as FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if FUND so elects to make additional FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in FUND, redeem investments in FUND and/or invest in FUND upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights FUND and obligations ADVISER, as promptly as is practicable under Sections 5 through 14 inclusive the circumstances, shall notify LIFE COMPANY whether FUND elects to continue to make FUND shares available after such termination. If FUND shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect and thereafter either FUND or LIFE COMPANY may terminate the termination or expiration of Agreement, as so continued pursuant to this Agreement in accordance with the terms of such Sections. It is agreed that a condition Section 8.3, upon sixty (60) days prior written notice to the payment of any severence amount other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or post-termination benefit called for under this Agreement as required by state insurance laws or otherwise regulations, LIFE COMPANY shall be: not redeem the shares attributable to the Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified FUND of its intention to do so.

Term Termination. Unless earlier terminated under this Section 4(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective 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 this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) 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 Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Initial TermSeverance Period”) and, after an amount equal to the expiration sum of the Initial Term, this Agreement shall automatically renew for successive one his (1i) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement Basic Salary at the conclusion time of Termination, plus (ii) the next Renewal Term. Termination of this Agreement shall notBonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors long term incentive or a designated committee thereof pursuant to any equity plans and programs of the Company’s retirement plans, supplementary retirement plans, profit sharing which shall be paid or treated in accordance with Section 3 hereof and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement otherwise in accordance with the terms of such Sectionsplans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. (c) The Company may terminate Executive's employment upon a determination by the Company that "Cause" exists for Executive's termination and the Company serves written notice of such termination upon Executive. It is agreed that As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds: (i) commission of a condition 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 payment best interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) 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 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 severence amount or post-termination benefit called for under of the material terms and conditions of this Agreement or otherwise shall be: any written agreement or agreements Executive may from time to time have with the Company (ifollowing 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 determined by 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; or (vii) the Company’s concurrent receipt final and unappealable conviction of Executive of a general release crime which is a felony or a misdemeanor involving an act of all claims against moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundera substantial detriment.

Term Termination. Unless earlier terminated This Agreement shall expire upon the later of (i) the completion of the resale of all GWG Common Stock issued to the Seller Trusts as set forth in Section 2.1, consistent with the terms of the Orderly Marketing Agreement, or (ii) the satisfaction of the Loan executed and delivered concurrently with the consummation of the transactions contemplated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless). Notwithstanding the foregoing, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at may be terminated and the conclusion transactions contemplated hereby abandoned: (a) by written consent of the next Renewal Term. Termination Company, the Trust Advisors on behalf of this Agreement shall notthe Seller Trusts, in any eventMHT SPV and GWG; (b) by either the Company, affect any rights that Employee may have been specifically granted to Employee the Trust Advisors on behalf of the Seller Trusts and MHT SPV, or by the Board of Directors or a designated committee thereof pursuant to GWG: (i) if any of the Company’s retirement plansconditions set forth in Article IX shall not have been, supplementary retirement plansor if it becomes apparent that any of such conditions will not be, profit sharing and savings plansfulfilled by April 30, healthcare, 401(k) any other employee benefit plans sponsored by 2018; provided that the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of right to terminate this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and 10.1(b)(i) shall not be available to a party whose failure to perform any of its material obligations under Sections 5 through 14 inclusive of this Agreement has been the primary cause of, or primarily resulted in, such failure; or (ii) if this Agreement shall survive have failed to receive the termination GWG Stockholder Approval at the GWG Stockholders’ Meeting and at any adjournment or expiration postponement thereof; (c) by the Trust Advisors on behalf of this Agreement the Seller Trusts at any time prior to the Closing, so long as the Seller Trusts pay GWG the Termination Fee set forth in accordance with and pursuant to the terms of such Sections. It is agreed that Section 10.4 concurrently with or prior to (and as a condition to to) such termination; (d) by the payment Company, the Trust Advisors on behalf of the Seller Trusts and MHT SPV (provided that none of the Company, the Seller Trusts or MHT SPV is then in breach of any severence amount representation, warranty, covenant or post-termination benefit called for under other agreement contained in this Agreement that would cause any of the conditions set forth in Section 9.2 not to be satisfied), if GWG or otherwise GWG Life shall be: have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the Company’s concurrent receipt failure of a general release of all claims against the Company and its affiliates by Employee condition set forth in the form reasonably acceptable to the Company and Employee Section 9.3(a) or Section 9.3(b) and (ii) is incapable of being cured by GWG or GWG Life, as the case may be, or is not cured within 30 days of written notice thereof to GWG or GWG Life, as the case may be; or (e) by GWG (provided that all such payments shall comply with Section 409A GWG or GWG Life is not then in breach of any representation, warranty, covenant or other agreement contained in this Agreement that would cause any of the Internal Revenue Code of 1986conditions set forth in Section 9.3 not to be satisfied), if the Company or the Seller Trusts (or Trust Advisors), as amendedapplicable, shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 9.2(a) or Section 9.2(b) and all regulations promulgated thereunder(ii) is incapable of being cured by the Company, the Seller Trusts or MHT SPV, as applicable, or is not cured within 30 days of written notice thereof to the Company, the Seller Trusts or MHT SPV, as applicable.

Term Termination. Unless earlier terminated under This Agreement shall remain in full force and effect until its termination in accordance with this Section 4. The Buyers (by an affirmative vote of the Required Holders) may, in their sole discretion, terminate this Agreement and remove the status and obligations of Employee thereunder as an employee of Collateral Agent from its appointment hereunder at any time by giving the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms Collateral Agent and the Initial Term, the “Term”) unless, following the Initial Term, either party gives Debtors at least thirty (30) days’ advance prior written notice notice. The Collateral Agent may terminate this Agreement, and resign from its appointment hereunder, by giving the Buyers at least thirty (30) days’ prior written notice. If the Collateral Agent at any time shall resign, the Buyers shall (by an affirmative vote of the Required Holders), within 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 intention not to renew duties and obligations under this Agreement at following the conclusion expiration of such thirty (30) day notice period. After the next Renewal Term. Termination effective date of any retiring Collateral Agent’s resignation hereunder as collateral agent, the provisions of this Agreement shall notinure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.” (g) Section 7(g) of the Collateral Agency Agreement is hereby amended and restated, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986entirety, as amended, and all regulations promulgated thereunder.follows:

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for belowa) The Employment Period shall be effective for a period ending end on the first third (3rd) anniversary of the Effective Date Date; provided, that, (i) the “Initial Term”Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) anddays’ prior written notice) or Disability, after (ii) the expiration Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that any such termination without Cause becomes effective), and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of the Initial Termdefinition of “Cause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (provided that Executive shall be permitted to withdraw such notice at any time prior to such sixth (6th) day). At the end of the initial term, this Agreement shall automatically renew for successive additional one (1) year terms (each a “Renewal Term” andterms, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, unless either party gives provides notice of non-renewal at least sixty (60) days prior to the expiration of such initial term or any renewal term. (b) Upon a termination of the Employment Period, other than a termination prior to the end of the Employment Period by the Company without Cause or by the Executive within thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion days of the next Renewal Termoccurrence of Good Reason, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of such termination; provided, that Executive shall receive any salary earned through the date of termination, payable pursuant to the Company’s general payroll practices as may be in effect from time to time and subject to deduction and withholding authorized or required by applicable law. (c) Upon a termination of Executive’s employment prior to the end of the Employment Period by the Company without Cause or by Executive within thirty (30) days of the occurrence of Good Reason, the Company shall pay and/or provide Executive, in consideration of Executive’s continuing obligations hereunder after such termination (including, without limitation, Executive’s non-competition obligations), an amount equal to Executive’s then current Base Salary for a period of (3) months, payable bi-weekly and otherwise pursuant to the Company’s regular payroll policies. Termination The payments described above shall be subject to Executive’s execution and delivery to the Company within 30 days of the date of termination an executed Separation Agreement and General Release in a form approved by the Company. (d) The parties agree that the obligations created in Sections 5, 6, 8, 12, 15, and 16 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall will survive the termination or expiration of this Agreement in accordance Executive’s employment with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations (a) The term of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives terminate on such date that is thirty (30) days’ days prior to the closing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2026 Annual Meeting (the “Termination Date”); provided, however, if the average closing price of the Common Stock for the 45 consecutive trading days ending on the Termination Date equals or exceeds $23.00 per share, and the Company has nominated each New Director and each 2024 Designee for election at the 2026 Annual Meeting, (i) the Termination Date shall be automatically extended to such date that is thirty (30) days prior to the closing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2027 Annual Meeting, and (ii) the Company shall recommend, support and solicit proxies for the election of each New Director and each 2024 Designee who accepted the Company’s nomination at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees at the 2026 Annual Meeting; provided, further, that if at any time following the date hereof until the date that is thirty (30) days prior to the closing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2026 Annual Meeting, the Investor sells or otherwise disposes of one or more shares of Common Stock at a price equal to or less than $23.00 per share, then the Termination Date shall be automatically extended to such date that is thirty (30) days prior to the closing of the advance notice period pursuant to the Bylaws for the submission of stockholder director nominations for the 2027 Annual Meeting. Notwithstanding the foregoing, (x) the Investor may earlier terminate this Agreement if the Company commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the Company from the Investor of written notice of its intention specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Company has not taken any substantive action to renew cure within such fifteen (15) day period, and (y) the Company may earlier terminate this Agreement at if the conclusion Investor commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the next Renewal TermInvestor from the Company of written notice specifying the material breach, or, if impossible to cure within fifteen (15) days, that the Investor has not taken any substantive action to cure within such fifteen (15) day period. (b) Notwithstanding anything to the contrary contained herein, the provisions of Section 2(b), Section 4, Section 5(b), and Section 10 through Section 22 (inclusive) shall survive the termination of this Agreement. Termination of this Agreement shall not, not relieve either Party from its responsibilities in respect of any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination breach of this Agreement pursuant prior to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundertermination.

Term Termination. Unless earlier terminated under this Section 4, this Agreement (a) This Lease and the status parties' respective rights, obligations and obligations of Employee thereunder as an employee of the Company (except as provided for below) liabilities hereunder shall be effective from "the commencement date". The Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the date of execution of this lease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the South and Central Wing of the building premises comprising of the third Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before March 1st 2004. In the event, the Lessor is unable to provide the Occupancy Certificate on or before 15th March 2004, the Lessee shall have the right to suspend the payment of the Rent until the production of the Provisional Occupancy Certificate. (b) The term of this Lease shall be initially for a period of 12 1/2 (twelve and a half) months commencing from the Commencement Date and ending at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall mutually agree to renew the lease for further period(s) on the first anniversary same terms and conditions as mentioned herein subject to an increase in lease rent as mentioned in Section 4 below. (c) In case, the Lessee intends to renew the lease for further period's after the Expiration Date of this Lease; it shall do so by issuing a written notice of such intention to the Lessor at least 3 (three) months prior to the expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Effective Date (Lease beyond the “Initial Term”) and, after initial lease term then the expiration Lessee shall hand over the possession of the Initial TermDemised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the term of this Agreement shall automatically renew for successive one Lease, to the Lessee. (1e) year terms (each a “Renewal Term” andNotwithstanding anything contained herein, collectively with all Renewal Terms and in the Initial Term, the “Term”) unless, following the Initial Termevent, either party gives thirty (30) days’ advance written notice of its intention not commits any breach or fails to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors observe or a designated committee thereof pursuant to perform any of the Company’s retirement planscovenants, supplementary retirement plansterms and conditions under this Deed or any exhibits forming part of this Deed, profit sharing and savings plans, healthcare, 401(k) any the aggrieved party shall have the option to forthwith terminate the Lease. This would be without /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇ prejudice to the other employee benefit plans sponsored legal rights of the aggrieved party in respect of such breach by the Company, it being understood that no party committing such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderbreach.

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement and shall be in effect until three years from the status and obligations date of Employee thereunder as an employee completion of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date Initial Public Offering (the “Initial Term”) andand shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Board of Directors, after including a majority of the Independent Directors, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Board of Directors, including a majority of the Independent Directors, determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial TermTerm or any Renewal Term pursuant to the preceding sentence upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the 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 Board of Directors, including a majority of the Independent Directors, agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall automatically renew for successive one terminate, such termination to be effective on the date that is the later of (1A) year terms 10 days following the end of such 60-day period and (each a “Renewal Term” and, collectively with all Renewal Terms 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 12(a) or Section 13(b) of this Agreement, the 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 sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee earned by the Manager, in each case during the 24-month period 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 Operating Partnership and its Subsidiaries to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance Manager may deliver written notice to the Company informing it of its the Manager’s intention not to decline to renew this Agreement, whereupon this Agreement at shall not be renewed and extended and this Agreement shall terminate effective on the conclusion of the next Renewal Term. Termination anniversary date of this Agreement next following the delivery of such notice. The Operating Partnership and its Subsidiaries shall not, in any event, affect any rights that Employee may have been specifically granted not be required to Employee by pay the Board of Directors or a designated committee thereof pursuant Termination Fee to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Manager if the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of Manager terminates this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder12(c).

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”) and, after the expiration option of the Initial TermCOMPANY or FUND at any time from the date hereof upon one year's notice, this Agreement unless a shorter time is agreed to by the parties; (b) At the option of the COMPANY, if FUND shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the COMPANY. Prompt notice of election to terminate shall automatically renew for successive one be furnished by the COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of the COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against FUND by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the COMPANY's reasonable judgment, materially impair FUND's ability to meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of FUND, following upon the Initial Terminstitution of formal proceedings against the COMPANY by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair the COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (30e) days’ advance In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by the COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the COMPANY; (g) At the option of the COMPANY, upon FUND's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the COMPANY within ten days after written notice of its intention such breach is delivered to FUND; (h) At the option of FUND, upon the COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of FUND within ten days after written notice of such breach is delivered to the COMPANY; (i) At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement is assigned without the prior written consent of the COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement, FUND at the conclusion option of the next Renewal Term. Termination COMPANY will continue to make available additional FUND shares, as provided below, pursuant to the terms and conditions of this Agreement shall notAgreement, for all Variable Contracts in any event, affect any rights that Employee may have been specifically granted to Employee by effect on the Board effective date of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant (hereinafter referred to this Section 4 as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or otherwisethe COMPANY, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement whichever shall survive the termination or expiration of this Agreement have legal authority to do so, shall be permitted to reallocate investments in accordance with the terms of such Sections. It is agreed that a condition to FUND, redeem investments in FUND and/or invest in FUND upon the payment of any severence amount or post-termination benefit called for additional premiums under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderExisting Contracts.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 31, 2006 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following unless at least two-thirds of the Initial Term, either party gives thirty Independent Directors or the holders of a majority of the outstanding Common Shares agree that (30i) days’ advance written notice there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 two 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 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 being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such rights are granted hereundernotice. (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 Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights Sections 8(g) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: -12- (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against TRUST by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of TRUST, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (30e) days’ advance In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (i) At the option of TRUST, if the Variable Contracts are not to renew registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice, provided, however, that this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee be assigned without prior written consent by the Board of Directors or a designated committee thereof pursuant other parties to any company that acquires all or substantially all of that party's assets or equity, or any company or entity into which the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) party is merged or otherwise reorganized. 8.3 Notwithstanding any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall at the option of LIFE COMPANY continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and obligations under Sections 5 through 14 inclusive ADVISER whether LIFE COMPANY elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect and thereafter either TRUST or LIFE COMPANY may terminate the termination or expiration of Agreement, as so continued pursuant to this Agreement in accordance with the terms of such Sections. It is agreed that a condition Section 8.3, upon sixty (60) days' prior written notice to the payment of any severence amount other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or post-termination benefit called for under this Agreement as required by state insurance laws or otherwise regulations, LIFE COMPANY shall be: not redeem the shares attributable to the Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Term Termination. Unless earlier terminated under This Agreement shall remain in full force and effect until its termination in accordance with this Section 4. The Buyers (by a vote of the majority of the holders of a majority of the outstanding principal of the Notes) may, in their sole discretion, terminate this Agreement and remove the status and obligations of Employee thereunder as an employee of Collateral Agent from its appointment hereunder at any time by giving the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms Collateral Agent and the Initial Term, the “Term”) unless, following the Initial Term, either party gives Debtors at least thirty (30) days’ advance prior written notice notice. The Collateral Agent may terminate this Agreement, and resign from its appointment hereunder, by giving the Buyers at least thirty (30) days’ prior written notice. If the Collateral Agent at any time shall resign, the Buyers shall (by a vote of the holders of a majority of the outstanding principal of the Notes), within 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 intention not to renew duties and obligations under this Agreement at following the conclusion expiration of such thirty (30) day notice period. After the next Renewal Term. Termination effective date of any retiring Collateral Agent’s resignation hereunder as collateral agent, the provisions of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted inure to Employee by the Board of Directors or a designated committee thereof pursuant its benefit as to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored actions taken or omitted to be taken by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for while it was Collateral Agent under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this (a) This Agreement shall continue from the Effective Date hereof through February 28, ▇▇▇▇, and may be extended by the mutual written agreement of the parties (such period, and any extensions thereof, the “Term”). (b) Notwithstanding anything in Section 417(a) to the contrary, this Agreement may be terminated as provided below: (i) Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other party breaches this Agreement and, if susceptible of cure, fails to cure such breach within such 30-day period. (ii) Retailer shall have the right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the status and obligations Credit Review Point pursuant to 5(b); provided, that in each case, any such notice of Employee thereunder termination is given not more than one (1) year after Bank first advises Retailer of such election; provided, further, that as an employee of the Company (except as provided first date on which the aggregate outstanding indebtedness for below) shall be effective for a period ending on all Accounts exceeds the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial TermCredit Review Point then in effect, this Agreement shall automatically renew and immediately terminate unless the parties shall have mutually agreed in writing to continue the Program. (iii) Bank shall have the right to terminate the Agreement upon fifteen (15) business days’ prior written notice to Retailer if Retailer fails to maintain Tangible Net Worth as defined in Schedule 14(b) as and to the extent required therein; provided, that if during such fifteen (15) business day period Retailer provides to Bank an Eligible Letter of Credit in an amount equal to the then-current Letter of Credit Amount (as defined in Appendix A), then, as to the specific reporting period within which such default occurred, such default shall be deemed cured. The terms and conditions applicable to any such Letter of Credit are set forth on Appendix A attached hereto. (iv) [**Confidential portion has been omitted pursuant to a request for successive one confidential treatment and has been filed separately with the Commission]. (1v) year terms Bank shall have the right to immediately terminate this Agreement if (each x) applicable laws, regulations or other authority regulating Bank’s rate or fee structure change in a manner that is materially adverse to Bank or are preempted, or (y) Bank determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “Renewal Termopen-end” andcredit facility under Regulation Z, collectively 12 C.F.R. 226.2(a)(20). (vi) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with all Renewal Terms the Commission] (vii) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Initial TermCommission]; A. [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission] B. [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission] ** Confidential portions have been omitted pursuant to a request for confidential treatment by Haverty Furniture Companies, Inc. pursuant to Rule 24B-2 under the “Term”Securities Exchange Act of 1934. [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately ▇▇▇▇ ▇▇e Commission] (viii) unless, following the Initial Term, This Agreement shall automatically terminate if either party gives thirty is the subject of bankruptcy, reorganization or similar proceedings, elects to wind up or dissolve its operations, suspends its business, or has a liquidator, trustee or custodian appointed over its affairs. (30c) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee Notwithstanding termination by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: either party (i) the Company’s concurrent receipt terms of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable this Agreement will continue to apply to any Accounts established or transactions occurring, prior to the Company and Employee and effective termination date, (ii) that all such payments shall comply with Section 409A the provisions of Sections 9 (Ownership of Accounts and Information), 13 (Accountholder Information/Confidentiality and Data Security), 16 (Indemnification), 17 (Term/Termination) and 21 (Miscellaneous) will survive, and (iii) Bank may use Retailer’s name and marks for purposes of liquidating, transferring, selling, administering or collecting Accounts. Upon expiration or earlier termination of this Agreement, Bank will have the right, in addition to and without waiving any other rights it may have under the terms of this Agreement or applicable law, to liquidate the Accounts in any lawful manner which may be expeditious or economically advantageous to Bank, including, without limitation, the issuance of a replacement or substitute credit card, transferring or selling the Accounts to any person or soliciting the affected Accountholders to transfer or convert balances to other credit vehicles. Bank may continue to provide the Program following the expiration or termination hereof as Bank reasonably deems necessary to effect any transfer, conversion or substitution of the Internal Revenue Code Accounts; provided, that such continuation shall in no circumstances exceed six (6) months. Bank may use the Retailer’s names and marks through the Final Liquidation Date (as defined in Section 17(b)) to communicate with Accountholders in connection with any such liquidation, conversion, substitution or sale; provided, that such use shall be limited to (x) the extent necessary to identify the Program as the subject of 1986any communication, including in connection with the conversion of Accounts contemplated above, or (y) continued billing and collections in substantially the same manner as amended, and all regulations promulgated thereundersuch functions were performed prior to the expiration or earlier termination of this Agreement.

Term Termination. Unless earlier terminated under this Section 4, (52) Until this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis terminated in accordance with its terms, this Agreement shall automatically renew for successive be in effect until the date that is one (1) year terms after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (each i) a “Renewal Term” andmajority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, collectively with all Renewal Terms and agree that there has been unsatisfactory performance that is materially detrimental to the Initial TermCompany or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the “Term”Company shall not have the right to terminate this Agreement under clause (ii) unless, following foregoing if the Initial Term, either party gives thirty (30) days’ advance written notice of its intention 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 conclusion expiration of any such one-year (or partial-year term in the case of the next Renewal 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 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 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 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (53) 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. (54) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term. Termination , 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, in any event, affect any rights that Employee may have been specifically granted to Employee by not be renewed and extended and this Agreement shall terminate effective on the Board anniversary of Directors or a designated committee thereof the Closing Date next following the delivery of such notice. (55) 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 Company’s retirement plansother, supplementary retirement plans, profit sharing except as provided in Section 13(b) and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderSection 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 8.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or any Fund at any time from the date hereof upon ninety (except as provided for below90) shall be effective for days notice, unless a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not shorter time is agreed to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any parties; (b) At the option of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored if Fund Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company, it being understood that no such rights are granted said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the insti­tution of formal proceedings against any Fund by the SEC, FINRA, or any other regula­tory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company's reasonable judgment, materially impair a Fund’s ability to meet and perform the Fund’s obliga­tions and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of a Fund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; (e) In additionthe event a Fund’s Shares are not regis­tered, notwithstanding issued or sold in accordance with appli­cable state or federal law, or such law precludes the expiry use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice; (f) At the option of a Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon a Fund’s breach of any material provision of this Agree­ment, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Fund; (h) At the option of a Fund, upon the Company’s breach of any material provision of this Agree­ment, which breach has not been cured to the satisfaction of the Fund within ten days after written notice of such breach is delivered to the Company; (i) At the option of a Fund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; and (j) In the event this Agreement is assigned without the prior written consent of the Company, the Funds, and the Distributor, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, the Funds at the option of the Company will continue for a period of six months following termination to make available additional Fund Shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the payment of additional premiums under the Existing Contracts. 8.4 Notwithstanding any termination of this Agreement pursuant to Section 4 or otherwise8.2(a) through 8.2(g) of this Agreement and subject to Section 2.5 of this Agreement, Employee’s rights for a period of six months following termination, the Distributor shall remain obligated to pay Company the then current Service Fee for so long as Shares are held by the Separate Accounts and obligations under Sections 5 through 14 inclusive Company continues to provide the respective Shareholder Services to the Owners. Such fees shall apply to Shares purchased both prior to and subsequent to the date of termination. 8.5 The provisions of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition respect to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (ia) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable Shares made available pursuant to the Company and Employee Section 8.3, and (iib) that all such payments shall comply with Shares for which a fee continues to be due pursuant Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder8.4.

Term Termination. Unless earlier terminated under (a) The term of this Section 4Employment Agreement shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date") and shall continue thereafter for a period of three (3) years, subject to the terms and conditions herein stated; provided that Employee may terminate this Agreement and the status and obligations of Employee thereunder as an employee of at any time hereafter by giving the Company at least fourteen (except as provided for below14) days' prior written notice. If Employee voluntarily terminates this Agreement: (i) Company shall have no further financial liability to Employee beyond the effective date of such termination, and (ii) Employee's equity interest, if any, in the entity described in Paragraph 3(c) shall be effective conveyed, transferred and assigned, without reservation, to the Company. (b) If during the term of this Agreement Employee is prevented for a continuous period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice days from performing his duties hereunder by reason of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall notphysical or mental disability ("Disability"), in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by then the Company, it being understood that no such rights are granted hereunderon seven days' prior written notice to the Employee, may terminate this Agreement. In addition, notwithstanding the expiry or event of a termination of this Agreement pursuant to this Section 4 or otherwiseparagraph 4(b), Employee’s rights and the Company shall be relieved of all of its obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall beAgreement, except that: (i) the Company’s concurrent receipt Company shall pay to the Employee that portion of a general release of all claims against the Company Employee's wages earned and its affiliates accrued by Employee in the form reasonably acceptable prior to the Company and Employee and Employee's termination, (ii) that all such payments Employee shall comply with Section 409A be entitled to retain, if then previously issued, the equity interest described in Paragraph 3(c) hereof, and (iii) to the extent provided in the Plan, to exercise the Options described in Paragraph 3(b) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or his spouse or estate, except for the obligation of the Internal Revenue Code Company to pay the Employee's wages earned to the date of 1986discharge. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment upon (i) the gross negligence of the Employee in performing his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the willful engaging by the Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, (iii) breach of fiduciary duty as amendedan officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the provisions of Sections 5, 6, 7, 8 or 10 hereof; or (v) after 30 days notice from the Company after June 30, 1996 if the breast cancer detection license company described in Paragraph 3(c) fails to be formed (or a substitute business venture commenced) and all regulations promulgated thereunderthe China Project has not commenced.

Term Termination. Unless earlier terminated under this Section 4, (a) Until this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis terminated in accordance with its terms, this Agreement shall be in effect until the date that is three (3) years from November 26, 2013, and thereafter on each anniversary of such date be deemed renewed automatically renew each year for successive one an additional one-year period unless (1i) year terms 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 (each ii) a “Renewal Term” andsimple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, collectively with all Renewal Terms and that the Initial Term, Company shall not have the “Term”right to terminate this Agreement under clause (ii) unless, following foregoing if the Initial Term, either party gives thirty (30) days’ advance written notice of its intention 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 conclusion expiration of the next Renewal 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. Termination , 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, in any event, affect any rights that Employee may have been specifically granted to Employee by not be renewed and extended and this Agreement shall terminate effective on the Board anniversary of Directors or a designated committee thereof 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 Company’s retirement plansother, supplementary retirement plans, profit sharing except as provided in Section 13(b) and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderSection 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless (a) This Agreement shall continue in full force and effect until the earlier of (i) September 30, 2025 or (ii) such date as it has been terminated under in accordance with this Section 4, 3. The Managing Member or the Credit Administrator may terminate this Agreement for any reason upon not less than 90 days’ prior written notice to each other party hereto. (b) The Credit Administrator may terminate this Agreement upon less than 90 days’ prior written notice (provided, it is acknowledged and understood that PwC may be required to terminate its involvement as a Subcontractor to Credit Administrator immediately where required for PwC’s compliance with its professional standards) if the Credit Administrator’s continued performance of the Services hereunder would cause the Credit Administrator to be in violation of any Legal Requirement or other professional regulations, standards or guidelines to which Credit Administrator or its Subcontractors are subject (a “Regulatory Event”) provided that the Credit Administrator shall (i) give as much advance notice to the Company as is commercially practicable upon the occurrence of circumstances that would give rise to any Regulatory Event, (ii) consult with the Company and the status and obligations of Employee thereunder Managing Member as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination any reasonable amendment or modification of this Agreement shall not, that would resolve such Regulatory Event and (iii) take such measures as may be reasonably available to the Credit Administrator and commercially practicable to comply with the relevant Legal Requirement or otherwise resolve or eliminate such Regulatory Event in a manner that will allow continued operation under this Agreement in whole or in part. (c) Following any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement either (i) by the Company or (ii) by the Credit Administrator pursuant to Section 3.2 below or due to a Regulatory Event, the Company shall continue to pay the Credit Administrator for Technology Platform fees reflected in the monthly Technology Platform charge contemplated by the Credit Administrator Fee Letter, to the extent that the Credit Administrator cannot reasonably minimize or otherwise mitigate such Technology Platform fees. (d) Except in the case of a Regulatory Event, no termination of this Agreement by the Credit Administrator shall be effective until the Managing Member shall have appointed a successor, which appointment shall not be unreasonably delayed, for the Credit Administrator and such successor has agreed in writing to act as the successor Credit Administrator. In the event that a successor credit administrator is appointed, pursuant to this Section 4 3 or otherwisefollowing the scheduled termination date of September 30, Employee’s rights and obligations under Sections 5 through 14 inclusive of 2025 if this Agreement is not extended, the Credit Administrator shall survive the termination or expiration of this Agreement in accordance cooperate with the terms Managing Member, the LLC and any successor credit administrator in making an orderly transfer of the duties of the Credit Administrator. The Credit Administrator shall provide such Sectionstransition assistance, as described in Section 3.3. It is agreed that If the Managing Member shall fail to appoint a condition to successor credit administrator or such successor has not accepted its appointment within 90 days after notice of termination from the payment Credit Administrator, then the Credit Administrator may petition any court of any severence amount or post-termination benefit called competent jurisdiction for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt appointment of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.successor credit administrator

Term Termination. Unless earlier terminated under this Section 4(a) The (i) Participation Interests to be issued hereunder shall not terminate and shall continue to entitle the related Owner to the related Excess Servicing Fee Receivables until the termination of the Agency Agreement and the payment of all amounts owing thereunder and (ii) security interests arising hereunder shall continue in full force and effect until the termination of any and all outstanding Participation Interests. Only after the termination of each Participation Interest, (i) this Agreement and the status security interests and obligations assignments created hereby shall automatically terminate and all rights to the Collateral as shall not have been sold or otherwise disposed of Employee thereunder as an employee or applied pursuant to the terms hereof shall revert to the Servicer and (ii) the Certificateholder, will, upon the Servicer’s request and at the Servicer’s expense, without any representation, warranty or recourse whatsoever, (A) return to the Servicer all of the Company (except Collateral as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board sold or otherwise disposed of Directors or a designated committee thereof applied pursuant to any of the Company’s retirement plansterms hereof and (B) execute and deliver to the Servicer such documents as the Servicer shall reasonably request to evidence such termination; provided, supplementary retirement planshowever, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by that the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to agreements set forth in this Section 4 or otherwise, Employee’s rights 8(a) and obligations under Sections 5 through 14 inclusive Section 8(b) and Section 9 of this Agreement shall survive the termination of this Agreement. (b) If the Servicer is terminated for cause or expiration resigns as servicer under the Agency Agreement, the Servicer shall pay over to the Certificateholder the fair value of the lost Excess Servicing Fee Receivables that it otherwise would have received pursuant to the terms of the Agency Agreement. If the Servicer receives any termination fee for termination of its role as servicer under the Agency Agreement, the Servicer shall pay over to the Certificateholder the portion (up to 100%) of such termination fee, not exceeding the fair value of the lost Excess Servicing Fee Receivables with respect to the Agency Agreement. (c) All remedies afforded to the parties hereto by reason of this Agreement or the other Basic Documents, or otherwise available at law or in equity, are separate and cumulative remedies and it is agreed that no one remedy, whether or not exercised by any party hereto (including without limitation, any right to terminate the Term or this Agreement in accordance with the terms of such Sections. It is agreed that a condition this Section 8), shall be deemed to the payment be in exclusion of any severence amount other remedy available to such exercising party and shall not limit or post-prejudice any other legal or equitable remedy which such exercising party may have in connection with a default of an opposite party’s covenants and agreements hereunder, or otherwise. (d) The term of this Agreement until termination benefit called for under this Agreement or otherwise shall be: (i) Section 8 is referred to herein as the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder“Term.”

Term Termination. Unless earlier terminated under this Section 4, this 9.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date the Trust is available in the Variable Contracts and shall continue in force until terminated in accordance with the provisions herein. 9.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”) andoption of LIFE COMPANY, after the expiration TRUST, or DISTRIBUTOR, with respect to some or all of the Initial TermPortfolios, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and at any time from the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ date hereof upon 60 days advance written notice to the other parties, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if Portfolio shares are not reasonably available to meet the requirements of the Variable Contracts as determined in good faith by LIFE COMPANY; provided that such termination shall apply only to the Portfolio whose shares are not reasonably available. Prompt written notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice by the other parties; (c) At the option of LIFE COMPANY, if LIFE COMPANY shall determine, in its intention sole judgment exercised in good faith, that either TRUST, ADVISER or DISTRIBUTOR has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement, or is subject to material adverse publicity which is likely to have a material adverse effect on the business, operations or reputation of LIFE COMPANY. Prompt written notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective 60 days after receipt of written notice by the other parties, unless such material adverse change or effect has been cured to the reasonable satisfaction of the LIFE COMPANY not later than 30 days after receipt of such written notice; (d) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST, ADVISER or DISTRIBUTOR by the SEC, the FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s sole judgment, exercised in good faith, materially impair TRUST’s, ADVISER’s or DISTRIBUTOR’s ability to renew meet and perform respective obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice by the other parties; (e) At the option of TRUST, ADVISER or DISTRIBUTOR, if any of them shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement, or is subject to material adverse publicity which is likely to have a material adverse effect on the business, operations or reputation of TRUST, ADVISER or DISTRIBUTOR. Prompt written notice of election to terminate shall be furnished by TRUST or DISTRIBUTOR, as appropriate, with said termination to be effective 60 days after receipt of written notice by LIFE COMPANY, unless such material adverse change or effect has been cured to the reasonable satisfaction of the TRUST, ADVISER or DISTRIBUTOR, as the case may be, not later than 30 days after receipt of such written notice;; (f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s sole judgment, exercised in good faith, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, in the event a Portfolio’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon receipt of written notice by the other parties (h) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts will fail to so qualify, where such failure to qualify is not attributable to any action or absence of action on the part of TRUST, ADVISER or DISTRIBUTOR. Termination shall be effective upon receipt of written notice by LIFE COMPANY; (i) At the option of LIFE COMPANY, upon TRUST’s, ADVISER’s or DISTRIBUTOR’s breach of any material provision of this Agreement, which breach has not been cured to the reasonable satisfaction of LIFE COMPANY within 30 days after written notice of such breach is delivered to the breaching party; (j) At the option of TRUST, ADVISER or DISTRIBUTOR, upon LIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the TRUST, ADVISER or DISTRIBUTOR, as the case may be, within 30 days after written notice of such breach is delivered to LIFE COMPANY; (k) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (l) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably and in good faith believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon receipt of written notice by the other parties; (m) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably and in good faith believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon receipt of written notice by the other parties; (n) Except as provided in Section 11.9 of this Agreement, if this Agreement at is assigned by a party without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement other parties, termination shall notbe effective immediately upon such occurrence without notice, in unless the party whose rights were not assigned elects to continue the Agreement. 9.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 9.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise9.2 hereof, Employee’s rights LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and obligations under Sections 5 through 14 inclusive DISTRIBUTOR whether LIFE COMPANY elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, all applicable provisions of this Agreement shall survive remain in effect until such time as the termination LIFE COMPANY elects to discontinue the availability of TRUST shares under the Variable Contracts. The parties further agree that this Section 9.3 shall not apply to terminations pursuant to Article V or expiration Sections 9.2(h) or (k) of this Agreement in accordance with the terms of such Sections. It is agreed that a condition Agreement. 9.4 Except as necessary to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee implement Variable Contract owner initiated transactions or other transactions described in the form reasonably acceptable to prospectus or offering memorandum for the Company and Employee and Variable Contracts, or (ii) that all such payments shall comply with as required by state insurance laws or regulations, federal law, or other applicable legal precedent (“Legally Required Redemptions”), or (iii) as necessary to effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 409A 26(c) of the Internal Revenue Code of 1986‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as amendedopposed to the shares attributable to LIFE COMPANY’s assets held in the Separate Accounts or invested directly), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until sixty (60) days after the LIFE COMPANY shall have notified TRUST of its intention to do so. In the event that the Agreement is terminated pursuant to Section 9.2 (d), (g), (i), (l) or (m), or TRUST chooses to liquidate a Portfolio, TRUST shall reimburse LIFE COMPANY for expenses that LIFE COMPANY reasonably incurs in connection with any disclosure and communication obligations required to be provided to Variable Contract owners that may result of such termination or liquidation, including in connection with any substitution of shares of another investment company or companies for the shares of the Portfolio(s) as to which the Agreement has been terminated. Upon request, LIFE COMPANY will promptly furnish to the TRUST and the DISTRIBUTOR the opinion of counsel for LIFE COMPANY (which counsel shall be reasonably satisfactory to the TRUST and the DISTRIBUTOR) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations The term of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one be the twelve (112) month contract year terms commencing on the Effective Date, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty ). Voyager may terminate this Agreement at any time without cause upon not less than ten (3010) days’ advance prior written notice of its intention not to renew Consultant. Consultant may terminate this Agreement at the conclusion of the next Renewal Termany time without cause upon not less than ten (10) days’ prior written notice to Voyager. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry Any expiration or termination of this Agreement pursuant shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor Voyager will have any further obligations under this 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; (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 4 8; (e) the Receiving Party (as defined below) shall return to the Disclosing Party (as defined below) or otherwisedestroy, Employeeat 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 destruction; 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 purpose of monitoring its surviving obligations and exercising its surviving granted or reserved rights under this Agreement, and (ii) such additional copies of, or any computer records or files containing, the Disclosing Party’s Confidential Information as have been created by the Receiving Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with the Receiving Party’s standard archiving and back-up procedures, but not for any other use or purpose; and (f) the terms, conditions and obligations under Sections 5 2 and 4 through 14 inclusive 18 will survive expiration or termination of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this Agreement (a) The Manager’s appointment hereunder shall continue in effect for an initial term commencing on the date hereof and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) andDecember 31, after the expiration of the Initial Term2006, this Agreement shall automatically renew with extensions for successive additional one (1) year terms periods commencing automatically upon each anniversary thereof, unless the Manager notifies the Company and GE Capital, or the Company and GE Capital notify the Manager in writing at least ninety (each 90) days before such anniversary that such extension shall not be effective. (b) If the Manager fails to perform any of its obligations set forth in this Agreement, Exhibit C or Exhibit D, the Manager (or if the failure is first discovered by the Company, then the Company) shall give prompt written notice (such notice, a “Renewal Term” Notice of Failure”) to the persons identified in Exhibit E (the “Failure Notice Recipients”) specifying the nature of the failure. In the event such Notice of Failure is given, then either the Manager or the Company may elect to submit the 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, 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”). The Manager and the Company agree (x) to cooperate in good faith and in a 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 including any Remediation Plan (the 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 the period mandated by Senior Management (the “Final Cure Period”). The result of any such Dispute Resolution shall be in writing signed by Senior Management, shall be deemed part of this Agreement and, collectively with all Renewal Terms respect to the failure involved, shall supersede any conflicting or different terms of this Agreement. If Senior Management fails to reach an agreement with respect to a Dispute Resolution and the Initial TermCure Period has not expired, the “Term”matter in dispute shall be resolved solely and exclusively in accordance with the arbitration procedures set forth in Exhibit F. (i) unlessSenior 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, following then this Agreement may, subject to Section 4.05(e), be terminated by the Initial Term, either party gives thirty Company upon two (302) daysBusiness Days’ advance prior written notice of its intention not to renew this Agreement at the conclusion Manager and each Failure Notice Recipient specifying the basis for and the effective date of the next Renewal Termtermination. Termination Notwithstanding the foregoing, the payment obligations of the Company during the initial term of this Agreement shall not, in not be terminated if any event, affect any rights that Employee may have been specifically granted to Employee such failure and the continuation thereof are caused by Impossibility. For the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.purposes hereof,

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination The term of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee commence as of the date of first disclosure of Confidential Information by the Board of Directors Owner [or a designated committee thereof pursuant to any of commence on the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination date of this Agreement pursuant Agreement] and shall end on _______________, 20___ [or __ years after the final return or destruction of all Confidential Information as provided below]. Upon the earlier of ______________, 20__, or Owner's request, Recipient will either return or, if requested by Owner, destroy all copies of any media or materials containing Confidential Information; [provided that Recipient may, if it so notifies Owner, retain a limited number of copies for archival purposes only for reference with respect to this Section 4 or otherwisethe prior dealings between the parties]. Upon Owner's request, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of Recipient agrees to certify it has completed such Sectionsrequested action. It is agreed not essential that the Confidentiality Agreement include a condition specific term or termination date; the confidentiality obligations can extend indefinitely (unless applicable law, in the rare case, provides otherwise). Nonetheless, it is not unusual for a Confidentiality Agreement to include such a provision. The termination date gives the Recipient practical assurance that its confidentiality obligations have ended. In some cases, it may be unrealistic to expect certain kinds of confidential information to have significance, or to still be secret, after a certain time in the future. The termination date can be defined based on the expiration of a specified period of time following (1) the date of execution of the Confidentiality Agreement; (2) the date of the Owner's disclosure of the relevant Confidential Information to the payment of any severence amount Recipient; or post-termination benefit called for under this Agreement or otherwise shall be: (i3) the Company’s concurrent receipt date of a general release the Recipient's final return or destruction of all claims media and materials containing the Confidential Information. Obviously, these options are progressively more beneficial to the Owner. Note the separate issue of whether the Confidentiality Agreement provides only for protection of the Confidential Information after the commencement date for the term of the Confidentiality Agreement. Such a limitation may be administratively useful for the Recipient, but the Owner should be on guard against the Company and its affiliates by Employee in possibility the form reasonably acceptable Owner could have disclosed the Confidential Information to the Company and Employee and (ii) that all such payments shall comply with Section 409A Recipient prior to the commencement date for the term of the Internal Revenue Code Agreement. The same issue comes up if the statement of 1986, exceptions for public information (see Item 4) includes as amendedpublic information any information that was obtained by the Recipient prior to the commencement date of the Confidentiality Agreement. Sometimes the Confidentiality Agreement will provide that the Recipient may no longer use the Confidential Information, and that the Recipient is obligated to return or destroy all regulations promulgated thereundermedia and materials containing any Confidential Information, at a specified time or upon the Owner's request, whichever comes first. If the parties agree to such a provision, it is typical for the Owner also to have the right to require the Recipient to certify, upon the Owner's request, that the Recipient has indeed returned or destroyed all media and materials containing any Confidential Information. Certification has the value of demonstrating that an individual representative of the Recipient has determined to his own satisfaction that the Recipient is in compliance with the requirements of the Confidentiality Agreement in this regard.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) 9.1. This agreement shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 9.2. This Agreement shall terminate in accordance with the following provisions: (the “Initial Term”a) and, after the expiration Upon written agreement signed by all of the Initial Term, parties to this Agreement shall automatically renew for successive one Agreement; (1b) year terms At the option of the Life Company or the Fund at any time from the date hereof upon six (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”6) unless, following the Initial Term, either party gives thirty (30) daysmonths’ advance written notice of its intention not delivered to renew this Agreement at the conclusion other parties, unless a shorter time is mutually agreed to by the parties; (c) At the option of the next Renewal TermLife Company, upon prompt written notice to the Fund and the Advi­ser, in the event the Shares are not registered, is­sued, or sold in accord­ance with ap­plicable state and/or federal law, or such law pre­cludes the use of the Shares as the underlying investment medium of the Variable Contracts issued or to be issued by the Life Company. Termination shall be ef­fec­tive immediately upon such written notice to the Fund; (d) At the option of the Life Company, upon prompt written notice to the Fund, in the event that the Fund ceases to qualify as a “regulated investment company” under Sub­chapter M of the Code, or under any successor or similar provision, or if the Life Company reasonably believes that the Fund may fail to so qualify. Termination shall be effective immediately upon such written notice to the Fund; (e) At the option of the Life Company, upon prompt written notice to the Fund, in the event that the Fund fails to meet the diversification requirements specified in Section 2.2(k) hereof or if the Life Company reasonably believes that the Fund may fail to meet such diversification require­ments. Termination shall be effective immedi­ately upon such written notice to the Fund; (f) At the option of the Life Company, upon prompt written notice to the Fund, in the event that the Shares are not reasonably available to meet the requirements of the Vari­able Contracts. The termination will be effec­tive ten (10) business days after re­ceipt of notice by the Fund unless the Fund makes available a sufficient number of the Shares to meet the requirements of the Variable Contracts within the ten-day pe­riod; (g) At the option of the Life Company, upon prompt written notice to the other par­ties, upon the institution of formal proceedings against the Fund or the Adviser by the SEC, FINRA, any state securities or in­surance department or any other re­gulatory bo­dy, the expected or anticipated rul­ing, judgment, or outcome of which the Life Company determines in its sole judgment, exercised in good faith, would have a material adverse ef­fect on the Fund’s or the Adviser’s ability to meet and perform their respective obligations and duties under this Agreement. Termina­tion shall be effective immediately upon receipt of notice; (h) At the option of the Life Company, upon the Fund’s breach of any ma­terial pro­vision of this Agreement Agreement, which breach has not been cured to the satisfaction of the Life Company within ten (10) days after written notice of such breach is delivered to the Fund; (i) At the option of the Fund, upon the Life Company’s breach of any material pro­vision of this Agreement, which breach has not been cured to the satisfaction of the Fund within ten (10) days after written notice of such breach is delivered to the Life Company; (j) At the option of the Fund, upon prompt written notice to the Life Company, if the Varia­ble Contracts are not registered, issued, or sold in accordance with applica­ble federal and/or state law. Termination shall notbe effective immedi­ately upon such written notice to the Life Company; (k) At the option of the Fund, in any eventupon prompt written notice to the Life Company, affect any rights that Employee may have been specifically granted to Employee upon a deci­sion by the Board of Directors to: (i) suspend or a designated committee thereof pursuant to any terminate the offering of the Company’s retirement plansShares; or (ii) dissolve, supplementary retirement plansreorganize, profit sharing and savings plansliquidate, healthcaremerge or sell all assets of the Fund; (l) At the option of the Life Company or the Fund, 401(kupon receipt of any necessary regulatory approvals and/or the vote of the owners of the Variable Contracts having an interest in the Separate Accounts (or any Investment Division, i.e., sub-account of that Separate Account) any other employee benefit plans sponsored by to substitute the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding shares of another invest­ment company for the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement corresponding Shares in accordance with the terms of the Variable Contract for which those Shares had been selected to serve as the underlying portfolio. The Life Company will give sixty (60) days prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Shares or of the filing of any required regulatory approval(s); or (m) In the event this Agreement is assigned without the prior written consent of the Life Company, the Fund, and the Adviser, termination shall be effective immedi­ately upon such Sectionsoccurrence without notice. 9.3. It Notwithstanding any termination of this Agreement, except a termination under Section 9.2(j) or 9.2(k), the Fund and the Adviser shall, at the option of the Life Company, continue to make avail­a­ble additional shares of the Fund, as provided below, for so long as the Life Company desires pur­suant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effec­tive date of termination of this Agreement (the “Existing Contracts”), unless such further sale of the Shares is agreed that a condition proscribed by law, regulation or an applicable regulatory body. Specifically, without limitation, if the Life Company so elects to make the Shares available, the owners of the Existing Contracts or the Life Company, whichever shall have legal authority to do so, shall be permitted to direct allocation and reallocation of investments in the Shares, redeem investments in the Shares and /or invest in the Shares upon the payment of any severence amount or post-additional premiums under the Existing Contracts. In the event of a termination benefit called for of this Agreement, the Life Company, as promptly as is practicable under the circumstances, shall notify the Fund and the Adviser whether the Life Company elects to continue to make shares of the Fund available after such termination. If shares of the Fund continue to be made availa­ble after such termination, the provisions of this Agreement or otherwise shall be: (i) remain in effect. 9.4. The parties to this Agreement agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the Company’s concurrent receipt purpose of a general release of all claims against ensuring that the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A Separate Ac­counts own none of the Internal Revenue Code Shares after the effective date of 1986the termination of this Agreement with respect to such shares, or, if such ownership following termination cannot be avoided, that the duration thereof is as amended, and all regulations promulgated thereunderbrief as reasonably practicable.

Term Termination. Unless earlier terminated 11.1 This Agreement shall commence as of the June 2016 Amendment Effective Date and shall remain in full force and effect until the Final Termination Date. 11.2 Each of the following events or circumstances shall be considered to be a “Funding Seller Termination Event” under this Section 4, this Agreement and Agreement: (a) a Change of Control shall occur; or (b) the status and obligations of Employee thereunder as an employee of Bank Purchasing Agent shall notify any Obligor that the Company (Purchased Receivables have been assigned hereunder except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, permitted by this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the CompanyAgreement, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination disclosure of this Agreement or the existence of this Agreement to the public generally shall not constitute such a notification; or (c) the sale of the Purchased Receivables hereunder ceases to satisfy the requirements of IFRS or GAAP for off-balance sheet treatment, as determined in good faith by the Funding Seller’s accountants; provided that such cessation is not the result of any action or inaction by the Funding Seller or any other member of the T-Mobile Group; or (d) (A) the Servicer or any Originator is not able to take a bad debt deduction for federal income tax purposes for Written-off Receivables or is unable to recover or receive a deduction, credit, or refund with respect to state or local sales or other similar transactional taxes paid or collected and remitted to the appropriate Governmental Authority on Written-Off Receivables, in the aggregate in a 12-month period in excess of 50% of the total possible federal income tax bad debt deduction or 50% of the transactional taxes paid or collected and remitted to a Governmental Authority, as applicable, (B) the Funding Seller shall have used commercially reasonable efforts to mitigate such inability including, without limitation, by providing each of the Purchasing Entities with a written proposal to reasonably amend the definition herein of the term “Designated State” and which may be implemented with effect in 30 days and (C) the Bank Purchasing Agent shall not have agreed to such proposal within 10 days of its receipt; or (e) any payment of Increased Costs is demanded from the Funding Seller pursuant to Section 4.4. 11.3 If any Funding Seller Termination Event shall occur and be continuing, the Funding Seller may, by notice to each of the Purchasing Entities, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred). 11.4 Each of the following events or circumstances shall be considered to be a “Termination Event” under this Agreement; provided, however, that references to Deutsche Telekom in this Section 11.4 shall only be applicable after it shall have executed and delivered the DT Payment Guarantee: (a) the Funding Seller, the Servicer, any Originator, the Initial Purchaser, Deutsche Telekom or the Performance Guarantor shall fail to make any payment required under this Agreement or any other Transaction Document and any such failure shall remain unremedied for five (5) days; or (b) a Bankruptcy Event shall occur with respect to the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom; or (c) the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom shall fail, in any material manner, to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for ten (10) days after the earlier to occur of (i) the receipt of written notice thereof from any of the Purchasing Entities or (ii) actual knowledge thereof by the Funding Seller or the Servicer; or (d) (i) the Performance Guarantor shall purport to revoke or terminate the Performance Guarantee, or the Performance Guarantee shall no longer be in effect; or the Performance Guarantor shall fail to perform, in a timely manner, any of its obligations hereunder or under the Performance Guarantee; or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Performance Guarantor in this Agreement; or (ii) Deutsche Telekom shall purport to revoke or terminate the DT Payment Guarantee (if and as previously executed and delivered), or the DT Payment Guarantee (if and as previously executed and delivered) shall no longer be in effect; or Deutsche Telekom shall fail to perform, in a timely manner, any of its obligations under the DT Payment Guarantee (if and as previously executed and delivered); or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Performance Guarantor in the DT Payment Guarantee (if and as previously executed and delivered); or (e) any representation or warranty made or deemed made by the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom (or any of their officers) pursuant to this Section 4 Agreement or any other Transaction Document or any information or report delivered by the Funding Seller or the Servicer pursuant to this Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and which, if capable of cure, continues to be incorrect in any material respect for a period of ten (10) days after the earlier to occur of (i) the receipt of written notice thereof from the Bank Purchasing Agent or any of the Bank Purchasers or (ii) actual knowledge thereof by the Funding Seller or the Servicer; or (f) the Funding Seller shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding, or the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), Employeeand such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any Securitization Obligation of the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom in a principal amount of at least $100,000,000 in the aggregate shall be accelerated prior to its express maturity; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt or Securitization Obligation and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or Securitization Obligation; or any such Debt or Securitization Obligation shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt or Securitization Obligation shall be required to be made, in each case prior to the stated maturity thereof; or (g) it shall become unlawful under any applicable law for any of the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom or any of the Purchasing Entities to perform any of their material obligations under this Agreement or any of the other Transaction Documents; or (h) the unsecured, long-term debt of the Performance Guarantor shall be rated below (i) B+ by S&P or (ii) B1 by ▇▇▇▇▇’▇ or shall cease to be rated by either S&P or ▇▇▇▇▇’▇; or (i) Deutsche Telekom shall not have executed and delivered the DT Payment Guarantee (together with such certificates and corporate and enforceability opinions as the Bank Purchasers may reasonably request) within 30 days after a Change of Control, in which case a Termination Event shall be deemed to occur on the first Settlement Date that shall occur at least 30 days after such Change of Control; or (j) the three-month rolling average Aged Receivables Ratio on any Settlement Date exceeds 6.00%; or (k) the three-month rolling average Delinquency Ratio exceeds 4.50%; or (l) the three-month rolling average Write-Off Ratio on any Settlement Date exceeds 3.75% unless such breach (A) shall have been caused only by technical reasons (such as a change in information technology systems or procedures) and (B) shall be cured within 60 days; or (m) the three-month rolling average Dilution Ratio on any Settlement Date exceeds 18.00%; or (n) the three-month rolling average Write-Off Horizon for Written-off Receivables and Unpaid Repurchased Receivables on any Settlement Date is less than 80 days or greater than 155 days, unless, in either case, such breach (A) shall not have been wilful, (B) shall have been caused only by technical reasons (such as a change in information technology systems or procedures) and (C) shall be cured within 60 days; or (o) any purchase pursuant to this Agreement shall for any reason cease to create a valid and perfected ownership or security interest in each applicable Purchased Receivable free and clear of any Adverse Claim (other than any Adverse Claim arising under any Transaction Document); or (p) either of the Conveyance Agreement or the Contribution Agreement shall no longer be in effect; or the Originators or the Initial Purchaser, as applicable, shall fail to perform, in a timely manner, any of its material obligations thereunder or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made thereunder by the Originators or the Initial Purchaser, as applicable; or (q) the Consolidated Equity Ratio shall at any time be less than 17.5%; or (r) the Consolidated Leverage Ratio shall at any time be greater than 500%; or (s) KfW’s rating shall be less than Baa3 by ▇▇▇▇▇’▇ or BBB- by S&P, either of the KfW Guarantees shall be terminated or shall otherwise cease to be in full force and effect, or KfW shall repudiate its obligations thereunder and such KfW Guarantee shall not have been replaced by another guarantee, letter of credit or cash deposit in form and substance reasonably satisfactory to the Bank Purchasing Agent; or (t) the Level 3 Maximum Amount shall at any time be less than 25% of the Level 3 Maximum Amount as of the Closing Date; or (u) on any Settlement Date, the ratio, expressed as a percentage, of: (i) the aggregate Nominal Value of Purchased Receivables that have not been paid in full more than 90 days after their respective Due Dates but that are not Written-Off Receivables (including Receivables that have been transferred pursuant to Section 5.1(a) or 5.1(b)); to (ii) the sum of (A) the Mandatory Repurchase Reserve for all Batches on such Settlement Date, (B) the product of the Discount Rate and the Settlement Date Receivables Balance, (C) the Level 3 Maximum Amount on such Settlement Date, (D) the Level 3A Maximum Amount on such Settlement Date, (E) the Level 4 Reserve Amount for such Settlement Date and (F) the Discount Ledger Balance for such Settlement Date; is greater than 50%. 11.5 If any Termination Event shall occur and be continuing, (x) the Bank Purchasing Agent may, by notice to the Funding Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred), provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in Section 11.4(b), the Facility Termination Date shall occur, and (y) without limiting any right under this Agreement to replace the Servicer, the Bank Collections Agent may designate another Person to succeed the then current Servicer as the Servicer. Upon declaration or automatic occurrence of the Facility Termination Date, the Bank Collections Agent shall have (a) the rights of the Funding Seller as buyer under the Contribution Agreement and (b) in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided after default under the UCC of the appropriate jurisdiction or jurisdictions and under other applicable law, which rights and remedies shall be cumulative. 11.6 If the Facility Termination Date shall occur in connection with Section 11.5, the Bank Collections Agent may take (and the Funding Seller hereby irrevocably authorizes the Bank Collections Agent to take) any and all actions in the Funding Seller’s name and/or on behalf of the Funding Seller that, in the determination of the Bank Collections Agent, shall be necessary or desirable in order to collect any amounts due under the Purchased Receivables and any of the Related Rights or to exercise or enforce any of the Related Rights. 11.7 Notwithstanding anything herein or any other Transaction Document to the contrary, (a) the occurrence of the Final Termination Date shall not discharge the Funding Seller, the Servicer, the Performance Guarantor or any other Person from any obligations incurred by it or them prior to such date and (b) the rights and remedies with respect to any breach of any representation and warranty made by the Funding Seller or the Performance Guarantor hereunder any Originator under Sections 5 through 14 inclusive of this the Conveyancing Agreement shall survive the termination Final Termination Date. 11.8 If the Facility Termination Date shall occur in connection with Section 11.5, then, on the Final Termination Date, the Purchaser shall pay to the Funding Seller an amount equal to the Discount Ledger Balance as of the last Settlement Date to occur on or expiration prior to the Final Termination Date. 11.9 At any time that the aggregate Outstanding Balance of all Purchased Receivables is less than ten percent (10%) of the amount of the highest Funding Limit in effect hereunder from and after the Closing Date, the Funding Seller may, in its sole discretion, repurchase all, but not less than all, of the then outstanding Purchased Receivables at a price, in immediately available funds, equal to the Outstanding Balance of all such Purchased Receivables plus all fees and other amounts due to the Purchaser hereunder (the “Clean-up Call”). The Funding Seller shall deposit such amount in the Collection Account. The Purchaser shall re-assign the outstanding Purchased Receivables to the Funding Seller if the Funding Seller exercises its right to, and pays the purchase price of, the Clean-up Call. 11.10 In the event that the Servicer (in its sole and absolute discretion) has notified the Purchaser that it has determined that the transactions contemplated by this Agreement in accordance with (or one of the terms other Transaction Documents) no longer needs to satisfy the requirements of such Sections. It is agreed that a condition IFRS for off-balance sheet treatment, then, on the Final Termination Date, the Purchaser shall pay to the payment of any severence Funding Seller an amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable equal to the Company and Employee and (ii) that all such payments shall comply with Section 409A Discount Ledger Balance as of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderlast Settlement Date to occur on or prior to the Final Termination Date.

Term Termination. Unless earlier terminated under this Section 4, (a) The term of this Agreement begins on October 1, 2008 and the status and obligations shall continue for an initial term of Employee thereunder as an employee of the Company seven (except as provided for below7) shall be effective for a period ending on the first anniversary of the Effective Date years (the “Initial Term”). AFTER THE INITIAL TERM, THIS AGREEMENT SHALL AUTOMATICALLY RENEW EACH YEAR, ON THE ANNIVERSARY THEREOF (the “Annual Expiration Date”), FOR SUCCESSIVE ADDITIONAL TERMS OF TWELVE (12) andMONTHS. EITHER PARTY MAY TERMINATE THE AGREEMENT BY GIVING WRITTEN NOTICE TO THE OTHER PARTY OF THE NOTIFYING PARTY’S INTENT TO TERMINATE THIS AGREEMENT AT LEAST NINETY (90) DAYS BEFORE THE ANNUAL EXPIRATION DATE; IF THAT NOTICE IS TIMELY GIVEN, after THE TERM OF THIS AGREEMENT SHALL EXPIRE ON THE ANNUAL EXPIRATION DATE IMMEDIATELY FOLLOWING THE DATE ON WHICH THAT NOTICE WAS GIVEN. Any other reference in this Agreement to the “termination” of this Agreement shall include, without limitation, the expiration of the Initial Term, term set forth in this Section 5(a). (b) Liberty Tax may terminate this Agreement shall automatically renew before the expiration of the term set forth in Section 5(a), by giving NetSpend written notice of termination, upon any of the following events of default by the other Party: (i) NetSpend fails to pay any amount when due under this Agreement and that payment failure continues for successive one ten (110) year terms Business Days after written notice of that payment failure is given by Liberty Tax; (each ii) NetSpend continues its failure to perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other than a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”payment or other obligation addressed in clause (i) unless, following the Initial Term, either party gives above) for thirty (30) days’ advance days after written notice of that failure (which describes the failure with reasonable specificity) is given by Liberty Tax; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the other Party or, if instituted or commenced involuntarily against NetSpend, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (iv) NetSpend otherwise becomes insolvent, admits in writing its intention not inability to renew pay its debts as they mature, makes a general assignment for the benefits of its creditors, or enters into any workout or similar arrangement with its creditors.. (c) NetSpend may terminate this Agreement at before the conclusion expiration of the next Renewal Term. Termination term set forth in Section 5(a), by giving Liberty Tax written notice of this Agreement shall nottermination, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to upon any of the Company’s retirement plansfollowing events of default by Liberty Tax: (i) Liberty Tax fails to pay any amount when due under this Agreement and that payment failure continues for ten (10) Business Days after written notice of that payment failure is given by NetSpend; (ii) Liberty Tax fails to comply with Section 7; (iii) Liberty Tax continues its failure to perform, supplementary retirement plansor fails to cure or correct any nonperformance of, profit sharing any of its obligations under this Agreement (other than a payment or other obligation addressed in clause (i) or (ii) above), including, without limitation, its obligation to cause Franchisee to comply with the terms and savings plansconditions of the applicable Franchisee Card Program Agreement, healthcare, 401(kfor thirty (30) days after written notice of that failure (which describes the failure with reasonable specificity); (iv) any other employee benefit plans sponsored bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by Liberty Tax or, if instituted or commenced involuntarily against Liberty Tax, is not stayed or dismissed within sixty (60) days after that involuntary institution or commencement; or (v) Liberty Tax otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for the Companybenefits of its creditors, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or enters into any workout or similar arrangement with its creditors. (d) A Party’s termination of this Agreement pursuant to this under Section 4 5(b) or otherwise, Employee5(c) shall not be its exclusive remedy for any default by the other Party or affect such other Party’s rights and responsibility for performing its obligations under Sections 5 through 14 inclusive this Agreement. (e) Upon termination of this Agreement Agreement, each Party shall survive cease all theretofore permitted use of the other Party’s name, tradenames, trademarks, servicemarks and logos. (f) Upon termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release Agreement, NetSpend will cease disbursement of all claims against the Company and its affiliates by Employee in the form reasonably acceptable NetSpend Fees to the Company and Employee and (ii) Liberty Tax, provided that Liberty Tax shall be entitled to all such payments shall comply with Section 409A NetSpend Fees that have accrued as of the Internal Revenue Code date of 1986, as amended, and all regulations promulgated thereundertermination.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until [ , 2027] (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following unless at least two-thirds of the Initial Term, either party gives thirty Independent Directors (30as defined herein) days’ advance written notice agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the Company or (y) the compensation payable to the Asset Manager hereunder is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (y) above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of its intention the Independent Directors determines to be reasonable pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal TermTerm as set forth above, the Company (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of the Terminating Party’s intention not to renew this Agreement based upon the terms set forth in this Section 10(a) not less than 180 days prior to the expiration of the then existing term. If the Terminating Party so elects not to renew this Agreement, the Terminating Party shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement, and this Agreement shall notterminate on such date; provided, however, that in any eventthe event that such Termination Notice is given in connection with a determination that the compensation payable to the Asset Manager is unfair, affect any rights that Employee may the Asset Manager shall have been specifically granted the right to Employee renegotiate such compensation by the Board of Directors or a designated committee thereof pursuant delivering to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition fewer than 45 days prior to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.prospective

Term Termination. Unless earlier terminated under this Section 4, The term shall commence as of the date you sign this Agreement and the status shall remain in full force and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, effect each month until this agreement is terminated by you or by PPD; this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, unless either party gives provides thirty (30) days’ advance days advanced written notice of its intention not intent to renew this terminate the Agreement at prior to the conclusion end of the next Renewal Termoperative term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted If you wish to Employee by terminate the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of these Terms and Conditions, please send such Sections. It is agreed that a condition notice to the payment address listed in the notice section hereinbelow. For membership, you agree to pay PPD for any group practice with three or more physicians (“group practice” is defined as physicians legally organized as a partnership, professional corporation, foundation, not-for-profit corporation, faculty practice plan, or similar association) a fee of $100.00 for each physician in the group practice each month, which will be directly withdrawn/ACH debited from your credit or debit account or bank account upon signature of this document and in accordance with the automatic withdraw authorization form which must be completed in conjunction concurrently. Thereafter, PPD will ▇▇▇▇ you on a monthly basis for the term of the Agreement, as well as any severence amount or post-termination benefit called for under renewal terms (if applicable). PPD reserves the right to provide notice of its intent to change it fees, provided however that any such change in fees shall only take effect upon thirty (30) days advanced written notice prior to the end of the operative term. You may cancel this Agreement or otherwise shall be: at no cost to you by notifying PPD within fourteen (i14) days of registration. After the Company’s concurrent receipt fourteenth (14th) day, you are bound by the Terms and Conditions set forth herein, and you agree to pay PPD for all fees incurred during the operative term, as may be applicable. PPD reserves the right to contract with third party vendors to provide the Products and Services on behalf of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable members. By entering into this Agreement with PPD, you will be provided with access to the Company Products and Employee and (ii) that all such payments shall comply with Section 409A Services, the details of which will be supplied to you following completion of the Internal Revenue Code registration process. If any information you provide is untrue, inaccurate or not current, or if PPD has reasonable grounds to suspect that such information is untrue, inaccurate or not current, PPD, at its sole and absolute discretion, has the right to suspend or terminate your access to, and use of, any Products, Product Websites and/or Content, or suspend or terminate any portion thereof. You further agree that you will not hold PPD liable if PPD suspends or terminates your use of, or access to, any Products, Product Websites or Content, or any portion thereof, for any reason whatsoever. Only the individual who enters into this Agreement with PPD will be entitled to the rights and membership benefits provided hereunder. In the event that PPD determines you are sharing your membership benefits with a non-member or in any other way that violations this Agreement, PPD reserves the right to suspend and/or revoke your membership. In such instance, you agree to immediately pay all membership fees that would be due and owing through the end of 1986the operative term of the Agreement, as amended, and all regulations promulgated thereundermay be applicable.

Term Termination. Unless earlier terminated under this Section 4(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration date of the Initial Termthis Agreement. Thereafter, this Agreement shall be extended automatically renew for successive one (1) year terms (each a additional twelve-month periods, unless terminated as described herein. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “Renewal TermTermination Date” andshall mean the date on which any notice period required under this Section 6 expires or, collectively with all Renewal Terms and the Initial Termif no notice period is specified in this Section 6, the “Term”effective date of the termination referenced in the notice. (b) unless, following the Initial Term, either party gives thirty The Company may terminate Executive’s employment without Cause (30as 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 Executive shall be entitled to receive (A) the earned but unpaid portion of its intention not Executive’s Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to renew this Agreement the sum of her (i) Basic Salary at the conclusion time of Termination, plus (ii) the next Renewal Term. Termination of this Agreement shall notBonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors long term incentive or a designated committee thereof pursuant to any equity plans and programs of the Company’s retirement plans, supplementary retirement plans, profit sharing which shall be paid or treated in accordance with Section 3 hereof and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement otherwise in accordance with the terms of such Sectionsplans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. (c) The Company may terminate Executive’s employment upon a determination by the Company that “Cause” exists for Executive’s termination and the Company serves written notice of such termination upon Executive. It is agreed that As used in this Agreement, the term Cause shall refer only to any one or more of the following grounds: (i) commission of a condition 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 payment best interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) refusal to perform her 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 her 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 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 her employment as described in Section 6(e)); (v) the clear violation of any severence amount or post-termination benefit called for under of the material terms and conditions of this Agreement or otherwise shall be: any written agreement or agreements Executive may from time to time have with the Company (ifollowing 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 determined by 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 her duties hereunder; or (vii) the Company’s concurrent receipt final and unappealable conviction of Executive of a general release crime which is a felony or a misdemeanor involving an act of all claims against moral turpitude, or a misdemeanor committed in connection with her employment by the Company, which causes the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereundera substantial detriment.

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement and the status and obligations of Employee thereunder as an employee performance of the Company (except as provided for below) Services hereunder shall be effective for a period ending commence on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, date hereof and this Agreement shall automatically renew for successive one (1) year terms (continue in full force and effect until such time as each a “Renewal Term” and, collectively with all Renewal Terms and Service Period in respect of each Service as set forth in the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew Schedules has expired or this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have has been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement otherwise terminated in accordance with the terms hereof. This Agreement and the provision of any Services hereunder shall automatically terminate on the 18-month anniversary of the date hereof (except for an extension of such Sections. It is agreed that a condition term pursuant to Section 5 hereof). (b) The Purchaser may terminate this Agreement with respect to any Service upon the specified prior written notice to the payment Service Provider as set forth in the relevant Schedule with respect to such Service. The termination of any severence amount Service pursuant to this Section 4(b) shall become effective on the last date of the relevant Service Period or, in the event of an earlier termination by the Purchaser pursuant to the immediately preceding sentence, upon the expiration of the applicable notice period, and, following the effective time of the termination, (i) the Purchaser shall no longer be obligated to pay for such Service (except with respect to any Fees incurred up to such date); provided, that the Purchaser shall be obligated to reimburse the Service Provider for any reasonable out-of-pocket expenses or post-termination benefit called for under this costs attributable to such termination, (ii) the Purchaser shall not be permitted to request the Service Provider to resume the provision of such Service and (iii) the Service Provider shall no longer be obligated to provide such Service hereunder. (c) This Agreement or otherwise shall bemay be terminated by: (i) the Company’s concurrent receipt mutual written consent of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and parties hereto; (ii) Thomson in the event that all the Purchaser defaults in the payment when due of any Invoiced Amount and such payments default continues unremedied for a period of thirty (30) days (plus, in the event of a disputed invoice, the period during which a dispute resolution pursuant to this Agreement is being undertaken); or (iii) either party hereto upon written notice delivered to the other party if (A) the other party fails to materially perform or otherwise materially breaches an obligation under this Agreement (other than a failure by the Purchaser to pay the Invoiced Amount); provided, however, that the breaching party shall comply have thirty (30) days from the date of receipt of such notice from the non-breaching party to cure such material non-performance or such material breach, after which time this Agreement shall terminate if such material non-performance or such material breach has not been cured or (B) the other party makes a general assignment for the benefit of creditors, becomes insolvent, commences a voluntary proceeding under any Law relating to bankruptcy, insolvency, reorganization or winding up (“Bankruptcy Laws”), a receiver is appointed with Section 409A respect to the other party or a proceeding commences in any court of the Internal Revenue Code competent jurisdiction seeking such party’s liquidation, reorganization, dissolutions or winding up or similar relief in respect of 1986, as amended, and all regulations promulgated thereundersuch party under Bankruptcy Laws.

Term Termination. Unless earlier terminated under this Section 4, this (a) This Agreement and the status and obligations of Employee thereunder Executive's employment hereunder may be terminated as an employee follows: (i) immediately, without any notice by or to either party hereto, upon the death of the Executive; (ii) immediately, by the Company for the Disability of the Executive upon delivery by the Company to the Executive of a Notice of Termination; (iii) immediately by the Company for Cause which cause has not been cured within ninety (90) days (except as provided in such instance where the Cause cannot reasonably be cured) upon delivery by the Company to the Executive of a Notice of Termination; (iv) upon ninety (90) days prior written notice by the Company other than for belowCause upon delivery by the Company to the Executive of a Notice of Termination; or (v) upon ninety (90) days prior written notice by the Executive upon delivery by the Executive to the Company of a Notice of Termination. (b) If the Executive's employment with the Company shall be effective for a period ending on terminated during the first anniversary Term: (i) by reason of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial TermExecutive's death, the “Term”) unless, following Company shall pay to the Initial Term, either party gives Executive's estate or legal representative within thirty (30) days’ advance written notice of days after the Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to that extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive's legal representative. Such options must be exercised by Executive's legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its intention expiration; (ii) by the Company for Disability, the Company shall pay to the Executive or Executive's legal representative within thirty (30) days after the Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to the extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive or Executive's legal representative. Such options must be exercised by Executive or his legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its expiration; (iii) by the Company for Cause, the Company shall pay to the Executive within thirty (30) days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. All unvested Employment Options, or any other options or similar rights whatsoever, shall be immediately forfeited by Executive upon termination by the Company for Cause; (iv) by the Company other than for Cause, the Company shall pay to the Executive within thirty (30) days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation plus one month's Base Salary (not to renew this Agreement at the conclusion of the next Renewal Termexceed six months) for each two months worked. Termination of this Agreement All unvested Employment Options, or any other options or similar rights whatsoever, shall not, in any event, affect any rights that Employee may have been specifically granted to Employee be forfeited by Executive upon termination by the Board Company other than for Cause. Notwithstanding the foregoing, all such vested Employment Options shall be exercisable for a period of Directors or a designated committee thereof thirty (30) days following the Termination Date, after which they shall lapse and be void if not exercised; provided, however, that no option shall be exercisable after its expiration. (v) in the event the Executive resigns from his employment with the Company pursuant to any of Section 6(b)(v) hereof, then the Company’s retirement plansCompany shall pay to the Executive within thirty (30) days after the Termination date a lump sum cash payment equal to the Executive's Accrued Compensation and all unvested Employment Options, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) or any other employee benefit plans sponsored options or similar rights whatsoever, shall be forfeited by Executive upon his resignation. Notwithstanding the Companyforegoing, it being understood all such vested Employment Options shall be exercisable for a period of thirty (30) days following the Termination Date, after which they shall lapse and be void if not exercised; provided, however, that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to options shall be exercisable after its expiration date. (d) The pay and benefits provided for in this Section 4 6 shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program, practice or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement arrangement. The Executive's entitlement to any other compensation or benefits shall survive the termination or expiration of this Agreement be determined in accordance with the terms of such Sections. It is agreed that a condition Company's employee benefit plans and other applicable programs, policies and practices then in effect. (e) The benefits paid or provided herein shall be the only benefits paid to the payment of any severence amount Executive or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderhis estate.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations (a) The term of Employee thereunder as an employee of the Company Vvvv’s License (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlesswill begin on April 1, following 2013 and will continue thereafter until October 31, 2013(i) Vvvv may, at no extra rent, begin operations in the Initial TermKitchen and Food Court one week before April 1 and/or one week after October 31, either party gives thirty provided that Union Hall is able to provide water to the Food Court. If Union Hall determines in its discretion and delivers written notice to Vvvv that Vvvv’s operations in the Kitchen or Food Court present a health hazard to the other Vendors or to any Customers of Vvvv or any other Vendors, then Vvvv will be prohibited from using the Kitchen and operating its Food Cart in the Food Court until the hazardous operations are remedied and if Vvvv fails to remedy those hazardous operations within three days after the date of delivery of that notice then Vvvv’s License to use the Kitchen and Food Court will automatically terminate. If Union Hall determines in its discretion that Vvvv has failed to comply with any provision of this Agreement and if Vvvv fails to remedy that non-compliance within three (303) days’ advance days after the date that Union Hall delivers written notice to Vvvv identifying that non-compliance and demanding that remedial action, then Union Hall may terminate the License by delivery of a written notice of its intention not termination to renew this Agreement Vvvv at any time following the expiration of that 3-day period, with the termination effective as of the date of delivery of that notice (or any later date stated in that notice). (b) Upon termination of the License, whether at the conclusion expiration of the next Renewal TermTerm or at an earlier date due to non-compliance by Vvvv, Vvvv’s right of access to and use of the Kitchen and Food Court will terminate; Vvvv must remove all equipment, ingredients and other property owned by Vvvv from the Kitchen and Food Court within five (5) days after the effective date of termination and Union Hall will have the right to remove and discard any items of property owned by Vvvv that are not removed by such date without any liability to Vvvv. Termination Vvvv will return to Union Hall all keys to the Kitchen in Vvvv’s possession within five (5) days after the effective date of this Agreement shall not, termination. Vvvv acknowledges that no equipment or food ingredients may be stored in any event, affect any rights that Employee may have been specifically granted to Employee the Kitchen or Food Court during the period of the year when the Kitchen is not open for access by Vendors and the Food Court is not open for access by Customers. Food Carts left in the Food Court and/or equipment or ingredients left in the Kitchen more than 5 days after the season closing date – which could run as much as one weeks after the scheduled closing date – will be charged a $25 daily charge until removed by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderVendor. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee Ingredients left in the form reasonably acceptable to Kitchen more than 5 days after the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderseason closing date will be disposed of.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee a. The validity of the Company (except various Prepaid Cards are as provided for below) follows: i. Niyo YES Bank Multi pocket Prepaid Card shall be effective valid for a period ending of three (3) years from date of printing or until the expiry date printed on the first anniversary face of the Effective Date GPR Prepaid Card. b. The Customer agrees and undertakes to destroy the Niyo Multi Pocket (the “Initial Term”GPR/Gift/Meal) andPrepaid Card upon its expiry to prevent any third party from using it. c. The Customer may at any point of time, after the expiration request for termination of the Initial TermNiyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, this Agreement shall automatically renew for successive one (1) year terms (each by giving a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives prior written notice of thirty (30) days’ advance written days to YES Bank, save and except, upon request by the Customer for hot listing or blocking the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, in which case the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card shall be terminated and/or cancelled with immediate effect. d. The Customer understands that such notice of its intention 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 at be liable for any Charges incurred on the conclusion Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card prior to the termination of the next Renewal 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. Termination In the event of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board Customer committing breach of Directors or a designated committee thereof pursuant to any of the Company’s retirement plansterms, supplementary retirement plansconditions, profit sharing stipulations or its obligations under these ‘“Terms and savings plansConditions”’ 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, healthcarerules, 401(kand 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 other employee benefit plans sponsored time without giving any notice or assigning any reason thereof. In case of a temporary withdrawal, the privileges attached to the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card shall be reinstated by YES Bank at its sole discretion. In case of a permanent withdrawal, YES Bank has a right to cancel the CompanyNiyo Multi Pocket (GPR/Gift/Meal) Prepaid Card permanently. However, it being understood is made distinctly clear that no withdrawal (temporary or permanent) shall constitute automatic withdrawal of all benefits, privileges and services attached to the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card. The Customer agrees that in the event of temporary or permanent withdrawal of the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, the Customer shall continue to be fully liable for all Charges incurred on the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card prior to such rights are granted hereunderwithdrawal, together with all other applicable Charges thereon, unless otherwise specified by YES Bank. g. If YES Bank temporarily or permanently, withdraw the privileges or terminates the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card, YES Bank will on best effort basis, promptly notify the Customer. In addition, notwithstanding the expiry YES Bank shall not be held liable or responsible for any such delays or laches in receipt of such notification. h. Upon termination of this Agreement pursuant the Niyo Multi Pocket (GPR/Gift/Meal) Prepaid Card as stated above, the balance amount, if any lying in the Card Account shall be refunded to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition Customer subject to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) applicable charges by way of Pay Order / Demand Draft drawn in favor of the Company’s concurrent Customer and receipt of a general release of all claims against written request from the Company and its affiliates by Employee in the form reasonably acceptable Customer. Customer to the Company and Employee and (ii) that all such payments shall comply submit request with Section 409A Yes Bank for refund of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.balance amount

Term Termination. Unless earlier terminated under this Section 4, this Agreement and The commercial supply agreement for each Product will have an initial term that ends [***] years from the status and obligations date of Employee thereunder as an employee Alnylam’s first commercial sale of the Company such Product (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following ). After the Initial initial Term, either party gives thirty (30) days’ advance the commercial supply agreement will renew for a period mutually agreed by the parties. Either Party may terminate the commercial supply agreement at the end of the initial Term or during the renewal term provided, however, that Alnylam has given [***] months and Agilent has given at least [***] months, as the case may be, prior written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Termsuch termination. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunderCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition addition to the payment of foregoing termination right, Alnylam shall have the right without penalty to terminate the commercial supply agreement and/or any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: SOW (i) immediately if Agilent fails to obtain or maintain any material governmental licenses or approvals required in connection with the Company’s concurrent receipt Manufacture of the Product or receives a general release notice from a regulatory agency (including, without limitation, a warning letter from the FDA) that imposes a material restriction on the use or regulatory approval of all claims against any Product Manufactured within the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and facility; or (ii) that all such payments upon [***] months’ [***]. Any definitive commercial supply agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, also contain other customary terms and all regulations promulgated thereunderconditions. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Term Termination. Unless (a) The term of this Agreement commences on the Effective Date and continues for a period of three (3) years, unless and until earlier terminated as provided under this Agreement (the "Initial Term"). UPON EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT AUTOMATICALLY RENEWS FOR ADDITIONAL SUCCESSIVE ONE (1) YEAR TERMS UNLESS AND UNTIL EITHER PARTY PROVIDES WRITTEN NOTICE OF NONRENEWAL TO THE OTHER PARTY AT THE ADDRESS ABOVE OR IN THE ORDER FORM AT LEAST SIXTY (60) DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM, OR UNLESS AND UNTIL EARLIER TERMINATED AS PROVIDED UNDER THIS AGREEMENT (EACH A "RENEWAL TERM" AND TOGETHER WITH THE INITIAL TERM, THE "TERM"). If the Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal, subject to any change in Prices pursuant to Section 43. In the event either Party provides timely notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending terminates on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial then-current Term. (b) In addition to any remedies that may be provided under this Agreement, Netradyne may terminate this Agreement shall automatically renew with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for successive one ten (110) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance days after Customer's receipt of written notice of its intention nonpayment; (ii) has not to renew this Agreement at otherwise performed or complied with the conclusion of the next Renewal Term. Termination material terms of this Agreement shall notAgreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. (c) Upon any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry expiration or termination of this Agreement pursuant Agreement, except as expressly otherwise provided in this Agreement: (A) all rights, licenses, consents and authorizations granted by Netradyne hereunder will immediately terminate; (B) Customer shall immediately cease all use of any Services, Firmware and Netradyne Materials; (C) all accrued rights to this Section 4 or otherwisepayments shall survive, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement Customer shall survive the termination or expiration of this Agreement promptly pay in accordance with the terms of such Sections. It is agreed that a condition full to Netradyne all outstanding and unpaid fees; and (D) Netradyne may disable all Customer and Authorized User access to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company Driveri Services and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderNetradyne Materials.

Term Termination. Unless earlier terminated under (a) The term for which the Asbestos Trust is to exist shall commence on the date of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section 7.2 (b) - (d) below. (b) The Asbestos Trust shall automatically dissolve on the date (the “Dissolution Date”) ninety (90) days after the first to occur of the following events: (i) the date on which the Trustee(s) decides to dissolve the Asbestos Trust because (A) he or she deems it unlikely that new Asbestos Claims will be filed against the Asbestos Trust, (B) all Asbestos Claims duly filed with the Asbestos Trust have been liquidated and paid to the extent provided in this Section 4, this Trust Agreement and the status TDP or have been disallowed by a final non-appealable order, to the extent possible based upon the funds available through the Plan, and (C) twelve (12) consecutive months have elapsed during which no new Asbestos Claim has been filed with the Asbestos Trust; or (ii) if the Trustee(s) has procured and has in place irrevocable insurance policies and has established claims handling agreements and other necessary arrangements with suitable third parties adequate to discharge all expected remaining obligations of Employee thereunder as an employee and expenses of the Company Asbestos 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 (except iii) to the extent that any rule against perpetuities shall be deemed applicable to the Asbestos Trust, the date on which twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of all of the descendants of the late ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., father of the late President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, living on the date hereof. (c) On the Dissolution Date or as soon as reasonably practicable, after the wind-up of the Asbestos Trust’s affairs by the Trustee(s) and payment of all the Asbestos Trust’s liabilities have been provided for belowas required by applicable law including Section 3808 of the Act, all monies remaining in the Asbestos Trust estate shall be given to such organization(s) exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, which tax-exempt organization(s) shall be effective for a period ending on selected by the first anniversary Trustee(s) using his or her reasonable discretion; provided, however, that (i) if practicable, the activities of the Effective Date selected tax-exempt organization(s) shall be related to the treatment of, research on, or the relief of suffering of individuals suffering from asbestos-related disorders, and (ii) the “Initial Term”tax-exempt organization(s) and, after shall not bear any relationship to Reorganized Bestwall within the expiration meaning of section 468B(d)(3) of the Initial TermInternal Revenue Code. Notwithstanding any contrary provision of the Plan and related documents, this Agreement Section 7.2(c) cannot be modified or amended. (d) Following the dissolution and distribution of the assets of the Asbestos Trust, the Asbestos Trust shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms terminate and the Initial Term, Trustee(s) and the “Term”) unless, following the Initial Term, either party gives thirty Delaware Trustee (30) days’ advance written notice of its intention not to renew this Agreement acting solely at the conclusion written direction of the next Renewal Term. Termination Trustee(s)) shall execute and cause a Certificate of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Cancellation of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Certificate of Trust of the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant Asbestos Trust to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement be filed in accordance with the terms Act. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Asbestos Trust as a separate legal entity shall continue until the filing of such Sections. It is agreed that a condition to the payment Certificate of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderCancellation.

Term Termination. Unless earlier terminated under this Section 4, a) The term of this Agreement and Consultant’s engagement by Motif shall commence on January 1, 2017 (the status “Effective Date”) and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective continue for a period ending on the first anniversary of the Effective Date twelve (12) months thereafter (the “Initial Term”) and, after the expiration of unless terminated earlier as set forth herein. Following the Initial Term, this Agreement shall automatically renew for successive one (1) year terms on a monthly basis (each such monthly term, a “Renewal Term,” and, collectively together with all Renewal Terms and the Initial Term, collectively, the “Term”) unless, following the Initial Term, unless either party gives thirty (30) days’ advance Party provides written notice of its intention or his election not to renew this Agreement at least thirty (30) days prior to the conclusion end of the next Initial Term or then applicable Renewal Term. Termination In the event that either Party provides the required 30-days’ notice of non-renewal, this Agreement and Consultant’s engagement by Motif will be terminated effective upon the expiration of the Initial Term or then-current Renewal Term. b) Notwithstanding the foregoing section, (i) either Party may terminate the Initial Term, and this Agreement and their relationship, by providing the other Party with ninety (90) days’ written notice of such termination, (ii) Motif may terminate the Initial Term or any Renewal Term, and this Agreement and its relationship with Consultant, immediately upon Consultant’s breach of Section 7 (Qualifications), Section 9 (Indemnification), Section 10 (Inventions) or Section 11 (Confidential Information) or a material breach of any other provision of this Agreement, and (iii) Consultant may terminate the Initial Term or any Renewal Term, and this Agreement shall notand its relationship with Motif, in immediately upon Motif’s material breach of any event, affect provision of this Agreement. c) Upon any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry non-renewal or termination of this Agreement pursuant to this Section 4 or otherwiseand the Parties’ relationship, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement Consultant shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall bebe entitled only to: (i) the Companyportion of Consultant’s concurrent receipt fee (as set forth in Section 4(a) of a general release this Agreement) that was earned before the effective date of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee non-renewal or termination; and (ii) that all such payments shall comply with Section 409A reimbursement of pre-approved expenses incurred by Consultant before the effective date of the Internal Revenue Code non-renewal or termination that are reimbursable pursuant to Section 4(b) of 1986, as amended, and all regulations promulgated thereunderthis Agreement.

Term Termination. Unless earlier (a) The Employment Period shall commence upon the date first set out above and shall continue until terminated under in accordance with the provisions of this Section 4agreement; provided, this Agreement that, (i) the Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) days’ prior written notice) or Disability, (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the status Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that any such termination without Cause becomes effective), and obligations (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of Employee thereunder as an employee the definition of “Cause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (except as provided for below) that Executive shall be effective for a period ending on permitted to withdraw such notice at any time prior to such sixth (6th) day). At the first anniversary end of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Terminitial term, this Agreement shall automatically renew for successive an additional one (1) year terms (each a “Renewal Term” andterms, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, unless either party gives provides notice of non-renewal at least sixty (60) days prior to the expiration of such initial term or any renewal term. (b) Upon a termination of the Employment Period, other than a termination prior to the end of the Employment Period by the Company without Cause or by the Executive within thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion days of the next Renewal Termoccurrence of Good Reason, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of such termination; provided, that Executive shall receive any salary earned through the date of termination, payable pursuant to the Company’s general payroll practices as may be in effect from time to time and subject to deduction and withholding authorized or required by applicable law. (c) Upon a termination of Executive’s employment prior to the end of the Employment Period by the Company without Cause or by Executive within thirty (30) days of the occurrence of Good Reason, the Company shall pay and/or provide Executive, in consideration of Executive’s continuing obligations hereunder after such termination (including, without limitation, Executive’s non-competition obligations), an amount equal to Executive’s then current Base Salary for a period of (3) months, payable bi-weekly and otherwise pursuant to the Company’s regular payroll policies. Termination The payments described above shall be subject to Executive’s execution and delivery to the Company within 30 days of the date of termination an executed Separation Agreement and General Release in a form approved by the Company. (d) The parties agree that the obligations created in Sections 5, 6, 7, 11, 14, and 15 of this Agreement shall will survive the termination of Executive’s employment with the Company. (e) Executive expressly covenants and agrees that for a period two years following termination, Executive will not, in and Executive will cause Executive’s affiliates not to (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any event, affect any rights that Employee may have been specifically granted to Employee by person who is an officer or employee of the Board of Directors Company or a designated committee thereof pursuant to any of its affiliates or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) Company or any other employee benefit plans sponsored of its affiliates any person who or which is a customer of any of such entities during the period during which Executive is employed by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

Term Termination. Unless earlier terminated under (a) The term for which the Talc Trust is to exist shall commence on the date of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section 7.3 (b) - (d) below. (b) The Talc Trust shall automatically dissolve on the date (the “Dissolution Date”) ninety (90) days after the first occurrence of any of the following events: (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 deem it unlikely that new Talc Claims will be filed against the Talc Trust, (B) all Talc Claims duly filed with the Talc Trust have been liquidated and paid or otherwise resolved, and (C) twelve (12) consecutive months have elapsed during which no new Talc Claim has been filed with the Talc Trust; or (ii) if the 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 discharge all expected remaining obligations and expenses of the Talc Trust in a manner consistent with this Section 4, this Trust Agreement and the status TDP, the date on which the Bankruptcy Court enters an order approving such insurance and obligations of Employee thereunder as an employee other arrangements and such order becomes a Final Order; or (iii) subject to the periods provided herein, the Talc Trust shall be perpetual to the fullest extent permitted by Delaware law, provided however to the extent that any property of the Company Talc Trust is subject to any rule against perpetuities then applicable to the Talc Trust, then the Talc Trust shall terminate as to such property only on the date on which twenty-one (except 21) years less ninety-one (91) days pass after the death of the last survivor of all of the descendants of the late ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., father of the late President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, living on the date hereof, or such other permissible last day of the perpetuities period. (c) On the Dissolution Date (or as soon thereafter as is reasonably practicable), after the wind-up of the Talc Trust’s affairs by the Trustees and payment of all the Talc Trust’s liabilities have been provided for belowas required by applicable law including section 3808 of the Act, all monies remaining in the Talc Trust shall be given to charitable organization(s) exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, which tax-exempt organization(s) shall be effective for a period ending selected by the Trustees using their reasonable discretion; provided, however, that (i) if practicable, the activities of the selected tax-exempt organization(s) shall be related to the treatment of, research on the first anniversary cure of, or other relief for individuals suffering from talc-related disorders, and (ii) the tax-exempt organization(s) shall not bear any relationship to the Reorganized Debtors within the meaning of section 468B(d)(3) of the Effective Date (the “Initial Term”) and, after the expiration Internal Revenue Code. Notwithstanding any contrary provision of the Initial TermPlan and related documents, this Agreement Section 7.3(c) cannot be modified or amended. (d) Following the dissolution and distribution of the assets of the Talc Trust, the Talc Trust shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms terminate and the Initial Term, Trustees and the “Term”) unless, following the Initial Term, either party gives thirty Delaware Trustee (30) days’ advance written notice of its intention not to renew this Agreement acting solely at the conclusion written direction of the next Renewal Term. Termination Trustees) shall execute and cause a Certificate of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Cancellation of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Certificate of Trust of the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant Talc Trust to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement be filed in accordance with the terms Act. Notwithstanding anything to the contrary contained in this Trust Agreement, the existence of the Talc Trust as a separate legal entity shall continue until the filing of such Sections. It is agreed that a condition to the payment Certificate of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderCancellation.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for belowA) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 31, 2008 (the “Initial Term”), and (B) and, after the expiration of the Initial Term, this Agreement shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless (i) at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, following that the Initial Term, either party gives thirty Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than sixty (60) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within sixty (60) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 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 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 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than one hundred eighty (180) days prior to the expiration of the Initial Term or any Renewal Term, the Manager may deliver written notice to the Company informing it being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such rights are granted hereundertermination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding Sections 8(i) (including the expiry or termination provisions of this Agreement pursuant to this Section 4 or otherwiseExhibit B), Employee’s rights 8(k) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, this 8.1 This Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary as of the Effective Date date hereof and shall continue in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the “Initial Term”option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) andAt the option of LIFE COMPANY, after if TRUST shares are not reasonably available to meet the expiration requirements of the Initial TermVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, this Agreement shall automatically renew for successive one said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (1c) year terms (each a “Renewal Term” andAt the option of LIFE COMPANY, collectively with all Renewal Terms and upon the Initial Terminstitution of formal proceedings against TRUST by the SEC, the “Term”NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder. Prompt notice of election to terminate C:\TEMP\FDAGMST1.DOC 7/30/97 12 shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) unlessAt the option of TRUST, following upon the Initial Terminstitution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, either party gives thirty the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (30e) days’ advance In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of its intention such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to renew the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement at is assigned without the conclusion prior written consent of the next Renewal Term. Termination of this Agreement LIFE COMPANY, TRUST, and ADVISER, termination shall not, in be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to Section 8.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if C:\TEMP\FDAGMST1.DOC 7/30/97 13 TRUST so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 4 or otherwise8.2 hereof, Employee’s rights TRUST and obligations ADVISER, as promptly as is practicable under Sections 5 through 14 inclusive the circumstances, shall notify LIFE COMPANY whether TRUST elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall survive remain in effect and thereafter either TRUST or LIFE COMPANY may terminate the termination or expiration of Agreement, as so continued pursuant to this Agreement in accordance with the terms of such Sections. It is agreed that a condition Section 8.3, upon sixty (60) days' prior written notice to the payment of any severence amount other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or post-termination benefit called for under this Agreement as required by state insurance laws or otherwise regulations, LIFE COMPANY shall be: not redeem the shares attributable to the Variable Contracts (i) as opposed to the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee shares attributable to LIFE COMPANY's assets held in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amendedSeparate Accounts), and all regulations promulgated thereunderLIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Term Termination. Unless earlier terminated under this Section 4, (a) Until this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2010 (the "INITIAL TERM") and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1a "RENEWAL TERM") year terms unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (each 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 or (ii) the compensation payable to the Manager hereunder is unfair; PROVIDED that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a “Renewal Term” and, collectively with all Renewal Terms and reduced fee that at least two-thirds of the Initial Term, Independent Directors determines to be fair pursuant to the “Term”) unless, following procedure set forth below. If the Initial Term, either party gives thirty (30) days’ advance written notice of its intention Company elects not to renew this Agreement at the conclusion expiration of the next Initial Term or any Renewal TermTerm as set forth above, the Company shall deliver to the Manager prior written notice (the "TERMINATION NOTICE") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "EFFECTIVE TERMINATION DATE"), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; PROVIDED, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "NOTICE OF PROPOSAL TO Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (45) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date 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 three (3) times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the 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 one hundred eighty (180) days prior to the anniversary date of this Agreement shall notof any year during the Initial Term or Renewal Term, in any event, affect any rights that Employee the Manager may have been specifically granted deliver written notice to Employee by the Board of Directors or a designated committee thereof pursuant to any Company informing it of the Company’s retirement plansManager's intention to decline to renew this Agreement, supplementary retirement plans, profit sharing whereupon this Agreement shall not be renewed and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by extended and this Agreement shall terminate effective on the Company, it being understood that no anniversary date of this Agreement next following the delivery of such rights are granted hereundernotice. In addition, notwithstanding The Company is not required to pay to the expiry or termination of Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 4 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or otherwiseobligation of either party to the other, Employee’s rights except as provided in Sections 6, 9, 10, 13(b), 15(b), and obligations under 16 of this Agreement. In addition, Sections 5 through 14 inclusive 11 and 21 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration date of the Initial Termthis Agreement. Thereafter, this Agreement shall be extended automatically renew for successive one (1) year terms (each a additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “Renewal TermTermination Date” andshall mean the date on which any notice period required under this Section 6 expires or, collectively with all Renewal Terms and the Initial Termif no notice period is specified in this Section 6, the “Term”effective date of the termination referenced in the notice. (b) unless, following the Initial Term, either party gives thirty The Company may terminate Executive’s employment without Cause (30as 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 Executive shall be entitled to receive (A) the earned but unpaid portion of its intention not Executive's Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to renew this Agreement the sum of his (i) Basic Salary at the conclusion time of Termination, plus (ii) the next Renewal Term. Termination of this Agreement shall notBonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors long term incentive or a designated committee thereof pursuant to any equity plans and programs of the Company’s retirement plans, supplementary retirement plans, profit sharing which shall be paid or treated in accordance with Section 3 hereof and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement otherwise in accordance with the terms of such Sections. It is agreed plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against if the Company and its affiliates by Employee in the form reasonably acceptable determines that any amounts to the Company and Employee and (ii) that all such payments shall comply with 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 form or timing of such payments as it reasonably determines to be necessary or advisable to be in 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 all regulations promulgated thereunderthe 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 best interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) 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 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 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; or (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.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 31, 2007 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, following that the Initial Term, either party gives thirty Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 two times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the 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 180 days prior to the expiration of the Initial Term or any Renewal Term, the Manager may deliver written notice to the Company informing it being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such rights are granted hereundertermination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding Sections 8(i) (including the expiry or termination provisions of this Agreement pursuant to this Section 4 or otherwiseExhibit B), Employee’s rights 8(k) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless earlier terminated under this Section 4, The term of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of from the Effective Date (the “Initial Term”) andthrough January 14, after the expiration of the Initial Term2022, unless earlier terminated in accordance with this Agreement shall automatically renew for successive one or extended by mutual written agreement (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”). This Agreement may be terminated prior to its expiration in the following manner: (i) unlessby Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, following the Initial TermSeparation and Release of Claims Agreement between Consultant and Voyager to which this Consulting Agreement is attached as Exhibit B (the “Separation Agreement”), either party gives 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’ advance prior written notice of its intention not notice; or (v) automatically upon (x) Consultant’s failure to renew this Agreement at timely sign the conclusion Separation Agreement, (y) Consultant’s revocation of the next Renewal TermSeparation Agreement, or (z) the death, physical incapacitation or mental incompetence of Consultant. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry Any expiration or termination of this Agreement pursuant shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Section 4 Agreement, neither Consultant nor Voyager will have any further obligations under this 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 expiration or otherwisetermination; (c) Voyager will pay Consultant any monies due and owing Consultant, Employee’s rights up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) 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, conditions and obligations under Sections 5 2 and 4 through 14 inclusive will survive expiration or termination of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such SectionsAgreement. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.​

Term Termination. Unless earlier terminated under this Section 4(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective 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 this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) 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 Executive shall be entitled to receive (A) the earned but unpaid portion of Executive's Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Initial TermSeverance Period”) and, after an amount equal to the expiration sum of the Initial Term, this Agreement shall automatically renew for successive one his (1i) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement Basic Salary at the conclusion time of Termination, plus (ii) the next Renewal Term. Termination of this Agreement shall notBonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors incentive or a designated committee thereof pursuant to any equity plans and programs of the Company’s retirement plans, supplementary retirement plans, profit sharing which shall be paid or treated in accordance with Section 3 hereof and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement otherwise in accordance with the terms of such Sections. It is agreed plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against if the Company and its affiliates by Employee in the form reasonably acceptable determines that any amounts to the Company and Employee and (ii) that all such payments shall comply with 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 form or timing of such payments as it reasonably determines to be necessary or advisable to be in 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 all regulations promulgated thereunderthe 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 best interests or reputation of the Company which in fact result in material and substantial injury to the Company, including, but not limited to, knowing participation in any activity intended by Executive to result in misreporting the financial affairs of the Company; (iii) 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 Executive’s relocation this Section 6(c)(viii) may not be utilized by the Company to terminate Executive’s employment until (i) if the negotiation results in a transaction, expiration of the Window Period; or (ii) if the negotiation does not result in a transaction, the later of (a) twelve months from the Start Date or (b) three months from the termination of negotiations.

Term Termination. Unless earlier terminated under this Section 4, this This Agreement shall become effective with respect to the Trust on the same date as the Management Agreement between the Trust and the status and obligations of Employee thereunder as an employee Manager becomes effective (it being understood that the Manager shall notify the Sub-Adviser of the Company (except date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness), provided for below) that it has been approved in the manner required by the 1940 Act, and shall be effective for a period ending on remain in full force until the first two-year anniversary of the Effective Date (date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the “Initial Term”) andTrust at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, after however, that if the expiration continuation of this Agreement is not approved for the Initial TermTrust, this the Sub-Adviser may continue to serve in such capacity for the Trust in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically renew for successive one terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Manager or the Sub-Adviser upon sixty (160) year terms days' written notice to the other parties. This Agreement may also be terminated by the Trust by action of the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust upon sixty (each 60) days' written notice to the Sub-Adviser by the Trust without payment of any penalty. This Agreement may be terminated at any time without the payment of any penalty by the Manager, the Board of Trustees of the Trust or by vote of a “Renewal Term” and, collectively with all Renewal Terms majority of the outstanding voting securities of the Trust in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein. The Manager and the Initial Term, Sub-Adviser have entered into an agreement that provides for payment by the “Term”) unless, following Manager to the Initial Term, either party gives thirty (30) days’ advance written notice Sub-Adviser in the event the Sub-Adviser is terminated by the Trust or Manager under circumstances described therein. The terms "assignment" and "vote of its intention not to renew this Agreement at the conclusion a majority of the next Renewal Termoutstanding voting securities" shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not, in any event, not affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any right of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) Sub-Adviser to receive payments on any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A unpaid balance of the Internal Revenue Code of 1986compensation described in Section 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Trust, as amended, and all regulations promulgated thereundersubject to applicable law.

Term Termination. Unless earlier terminated 11.1 This Agreement, from and after the date hereof, shall amend, restate and replace the Master Receivables Purchase Agreement in its entirety and shall remain in full force and effect until the Final Termination Date. 11.2 Each of the following events or circumstances shall be considered to be a “Funding Seller Termination Event” under this Section 4, this Agreement and Agreement: (a) a Change of Control shall occur; or (b) the status and obligations of Employee thereunder as an employee of Bank Purchasing Agent shall notify any Obligor that the Company (Purchased Receivables have been assigned hereunder except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, permitted by this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the CompanyAgreement, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination disclosure of this Agreement or the existence of this Agreement to the public generally shall not constitute such a notification; or (c) the sale of the Purchased Receivables hereunder ceases to satisfy the requirements of IFRS or GAAP for off-balance sheet treatment, as determined in good faith by the Funding Seller’s accountants; provided that such cessation is not the result of any action or inaction by the Funding Seller or any other member of the T-Mobile Group; or (d) (A) the Servicer or any Originator is not able to take a bad debt deduction for federal income tax purposes for Written-off Receivables or is unable to recover or receive a deduction, credit, or refund with respect to state or local sales or other similar transactional taxes paid or collected and remitted to the appropriate Governmental Authority on Written-Off Receivables, in the aggregate in a 12-month period in excess of 50% of the total possible federal income tax bad debt deduction or 50% of the transactional taxes paid or collected and remitted to a Governmental Authority, as applicable, (B) the Funding Seller shall have used commercially reasonable efforts to mitigate such inability including, without limitation, by providing each of the Purchasing Entities with a written proposal to reasonably amend the definition herein of the term “Designated State” and which may be implemented with effect in 30 days and (C) the Bank Purchasing Agent shall not have agreed to such proposal within 10 days of its receipt; or (e) any payment of Increased Costs is demanded from the Funding Seller pursuant to Section 4.4. 11.3 If any Funding Seller Termination Event shall occur and be continuing, the Funding Seller may, by notice to each of the Purchasing Entities, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred). 11.4 Each of the following events or circumstances shall be considered to be a “Termination Event” under this Agreement; provided, however, that references to Deutsche Telekom in this Section 11.4 shall only be applicable after it shall have executed and delivered the DT Payment Guarantee: (a) the Funding Seller, the Servicer, any Originator, the Initial Purchaser, Deutsche Telekom or the Performance Guarantor shall fail to make any payment required under this Agreement or any other Transaction Document and any such failure shall remain unremedied for five (5) days; or (b) a Bankruptcy Event shall occur with respect to the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom; or (c) the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom shall fail, in any material manner, to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for ten (10) days after the earlier to occur of (i) the receipt of written notice thereof from any of the Purchasing Entities or (ii) actual knowledge thereof by the Funding Seller or the Servicer; or (d) (i) the Performance Guarantor shall purport to revoke or terminate the Performance Guarantee, or the Performance Guarantee shall no longer be in effect; or the Performance Guarantor shall fail to perform, in a timely manner, any of its obligations hereunder or under the Performance Guarantee; or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Performance Guarantor in this Agreement; or (ii) Deutsche Telekom shall purport to revoke or terminate the DT Payment Guarantee (if and as previously executed and delivered), or the DT Payment Guarantee (if and as previously executed and delivered) shall no longer be in effect; or Deutsche Telekom shall fail to perform, in a timely manner, any of its obligations under the DT Payment Guarantee (if and as previously executed and delivered); or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Performance Guarantor in the DT Payment Guarantee (if and as previously executed and delivered); or (e) any representation or warranty made or deemed made by the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom (or any of their officers) pursuant to this Section 4 Agreement or any other Transaction Document or any information or report delivered by the Funding Seller or the Servicer pursuant to this Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and which, if capable of cure, continues to be incorrect in any material respect for a period of ten (10) days after the earlier to occur of (i) the receipt of written notice thereof from the Bank Purchasing Agent or any of the Bank Purchasers or (ii) actual knowledge thereof by the Funding Seller or the Servicer; or (f) the Funding Seller shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding, or the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), Employeeand such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any Securitization Obligation of the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom in a principal amount of at least $100,000,000 in the aggregate shall be accelerated prior to its express maturity; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt or Securitization Obligation and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or Securitization Obligation; or any such Debt or Securitization Obligation shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt or Securitization Obligation shall be required to be made, in each case prior to the stated maturity thereof; or (g) it shall become unlawful under any applicable law for any of the Funding Seller, the Servicer, the Performance Guarantor, the Initial Purchaser, any Originator or Deutsche Telekom or any of the Purchasing Entities to perform any of their material obligations under this Agreement or any of the other Transaction Documents; or (h) the unsecured, long-term debt of the Performance Guarantor shall be rated below (i) B+ by S&P or (ii) B1 by ▇▇▇▇▇’▇ or shall cease to be rated by either S&P or ▇▇▇▇▇’▇; or (i) Deutsche Telekom shall not have executed and delivered the DT Payment Guarantee (together with such certificates and corporate and enforceability opinions as the Bank Purchasers may reasonably request) within 30 days after a Change of Control, in which case a Termination Event shall be deemed to occur on the first Settlement Date that shall occur at least 30 days after such Change of Control; or (j) the three-month rolling average Aged Receivables Ratio on any Settlement Date exceeds 6.00%; or (k) the three-month rolling average Delinquency Ratio exceeds 4.50%; or (l) the three-month rolling average Write-Off Ratio on any Settlement Date exceeds 3.75% unless such breach (A) shall have been caused only by technical reasons (such as a change in information technology systems or procedures) and (B) shall be cured within 60 days; or (m) the three-month rolling average Dilution Ratio on any Settlement Date exceeds 18.00%; or (n) the three-month rolling average Write-Off Horizon for Written-off Receivables and Unpaid Repurchased Receivables on any Settlement Date is less than 80 days or greater than 155 days, unless, in either case, such breach (A) shall not have been wilful, (B) shall have been caused only by technical reasons (such as a change in information technology systems or procedures) and (C) shall be cured within 60 days; or (o) any purchase pursuant to this Agreement shall for any reason cease to create a valid and perfected ownership or security interest in each applicable Purchased Receivable free and clear of any Adverse Claim (other than any Adverse Claim arising under any Transaction Document); or (p) either of the Conveyance Agreement or the Contribution Agreement shall no longer be in effect; or the Originators or the Initial Purchaser, as applicable, shall fail to perform, in a timely manner, any of its material obligations thereunder or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made thereunder by the Originators or the Initial Purchaser, as applicable; or (q) the Consolidated Equity Ratio shall at any time be less than 17.5%; or (r) the Consolidated Leverage Ratio shall at any time be greater than 500%; or (s) KfW’s rating shall be less than Baa3 by ▇▇▇▇▇’▇ or BBB- by S&P, either of the KfW Guarantees shall be terminated or shall otherwise cease to be in full force and effect, or KfW shall repudiate its obligations thereunder and such KfW Guarantee shall not have been replaced by another guarantee, letter of credit or cash deposit in form and substance reasonably satisfactory to the Bank Purchasing Agent; or (t) the Level 3 Maximum Amount shall at any time be less than 25% of the Level 3 Maximum Amount as of the Closing Date; or (u) on any Settlement Date, the ratio, expressed as a percentage, of: (i) the aggregate Nominal Value of Purchased Receivables that have not been paid in full more than 90 days after their respective Due Dates but that are not Written-Off Receivables (including Receivables that have been transferred pursuant to Section 5.1(a) or 5.1(b)); to (ii) the sum of (A) the Mandatory Repurchase Reserve for all Batches on such Settlement Date, (B) the product of the Discount Rate and the Settlement Date Receivables Balance, (C) the Level 3 Maximum Amount on such Settlement Date, (D) the Level 3A Maximum Amount on such Settlement Date, (E) the Level 4 Reserve Amount for such Settlement Date and (F) the Discount Ledger Balance for such Settlement Date; is greater than 50%. 11.5 If any Termination Event shall occur and be continuing, (x) the Bank Purchasing Agent may, by notice to the Funding Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred), provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in Section 11.4(b), the Facility Termination Date shall occur, and (y) without limiting any right under this Agreement to replace the Servicer, the Bank Collections Agent may designate another Person to succeed the then current Servicer as the Servicer. Upon declaration or automatic occurrence of the Facility Termination Date, the Bank Collections Agent shall have (a) the rights of the Funding Seller as buyer under the Contribution Agreement and (b) in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided after default under the UCC of the appropriate jurisdiction or jurisdictions and under other applicable law, which rights and remedies shall be cumulative. 11.6 If the Facility Termination Date shall occur in connection with Section 11.5, the Bank Collections Agent may take (and the Funding Seller hereby irrevocably authorizes the Bank Collections Agent to take) any and all actions in the Funding Seller’s name and/or on behalf of the Funding Seller that, in the determination of the Bank Collections Agent, shall be necessary or desirable in order to collect any amounts due under the Purchased Receivables and any of the Related Rights or to exercise or enforce any of the Related Rights. 11.7 Notwithstanding anything herein or any other Transaction Document to the contrary, (a) the occurrence of the Final Termination Date shall not discharge the Funding Seller, the Servicer, the Performance Guarantor or any other Person from any obligations incurred by it or them prior to such date and (b) the rights and remedies with respect to any breach of any representation and warranty made by the Funding Seller or the Performance Guarantor hereunder any Originator under Sections 5 through 14 inclusive of this the Conveyancing Agreement shall survive the termination Final Termination Date. 11.8 If the Facility Termination Date shall occur in connection with Section 11.5, then, on the Final Termination Date, the Purchaser shall pay to the Funding Seller an amount equal to the Discount Ledger Balance as of the last Settlement Date to occur on or expiration prior to the Final Termination Date. 11.9 At any time that the aggregate Outstanding Balance of all Purchased Receivables is less than ten percent (10%) of the amount of the highest Funding Limit in effect hereunder from and after the Closing Date, the Funding Seller may, in its sole discretion, repurchase all, but not less than all, of the then outstanding Purchased Receivables at a price, in immediately available funds, equal to the Outstanding Balance of all such Purchased Receivables plus all fees and other amounts due to the Purchaser hereunder (the “Clean-up Call”). The Funding Seller shall deposit such amount in the Collection Account. The Purchaser shall re-assign the outstanding Purchased Receivables to the Funding Seller if the Funding Seller exercises its right to, and pays the purchase price of, the Clean-up Call. 11.10 In the event that the Servicer (in its sole and absolute discretion) has notified the Purchaser that it has determined that the transactions contemplated by this Agreement in accordance with (or one of the terms other Transaction Documents) no longer needs to satisfy the requirements of such Sections. It is agreed that a condition IFRS for off-balance sheet treatment, then, on the Final Termination Date, the Purchaser shall pay to the payment of any severence Funding Seller an amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable equal to the Company and Employee and (ii) that all such payments shall comply with Section 409A Discount Ledger Balance as of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderlast Settlement Date to occur on or prior to the Final Termination Date.

Term Termination. Unless earlier terminated under this (a) This Agreement shall continue from the Effective Date hereof through February 28, 2014, and may be extended by the mutual written agreement of the parties (such period, and any extensions thereof, the “Term”). (b) Notwithstanding anything in Section 417(a) to the contrary, this Agreement may be terminated as provided below: (i) Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other party breaches this Agreement and, if susceptible of cure, fails to cure such breach within such 30-day period. (ii) Retailer shall have the right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the status and obligations Credit Review Point pursuant to 5(b); provided, that in each case, any such notice of Employee thereunder termination is given not more than one (1) year after Bank first advises Retailer of such election; provided, further, that as an employee of the Company (except as provided first date on which the aggregate outstanding indebtedness for below) shall be effective for a period ending on all Accounts exceeds the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial TermCredit Review Point then in effect, this Agreement shall automatically renew and immediately terminate unless the parties shall have mutually agreed in writing to continue the Program. (iii) Bank shall have the right to terminate the Agreement upon fifteen (15) business days’ prior written notice to Retailer if Retailer fails to maintain Tangible Net Worth as defined in Schedule 14(b) as and to the extent required therein; provided, that if during such fifteen (15) business day period Retailer provides to Bank an Eligible Letter of Credit in an amount equal to the then-current Letter of Credit Amount (as defined in Appendix A), then, as to the specific reporting period within which such default occurred, such default shall be deemed cured. The terms and conditions applicable to any such Letter of Credit are set forth on Appendix A attached hereto. (iv) [**Confidential portion has been omitted pursuant to a request for successive one confidential treatment and has been filed separately with the Commission.] (1v) year terms Bank shall have the right to immediately terminate this Agreement if (each x) applicable laws, regulations or other authority regulating Bank’s rate or fee structure change in a manner that is materially adverse to Bank or are preempted, or (y) Bank determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “Renewal Termopen-end” andcredit facility under Regulation Z, collectively 12 C.F.R. 226.2(a)(20). (vi) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with all Renewal Terms the Commission.] (vii) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Initial Term, Commission.] (A) [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the “Term”Commission.] (B) unless, following [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Initial Term, Commission.] [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] (viii) This Agreement shall automatically terminate if either party gives thirty is the subject of bankruptcy, reorganization or similar proceedings, elects to wind up or dissolve its operations, suspends its business, or has a liquidator, trustee or custodian appointed over its affairs. (30c) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee Notwithstanding termination by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: either party (i) the Company’s concurrent receipt terms of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable this Agreement will continue to apply to any Accounts established or transactions occurring, prior to the Company and Employee and effective termination date, (ii) that all such payments shall comply with Section 409A the provisions of Sections 9 (Ownership of Accounts and Information), 13 (Accountholder Information/Confidentiality and Data Security), 16 (Indemnification), 17 (Term/Termination) and 21 (Miscellaneous) will survive, and (iii) Bank may use Retailer’s name and marks for purposes of liquidating, transferring, selling, administering or collecting Accounts. Upon expiration or earlier termination of this Agreement, Bank will have the right, in addition to and without waiving any other rights it may have under the terms of this Agreement or applicable law, to liquidate the Accounts in any lawful manner which may be expeditious or economically advantageous to Bank, including, without limitation, the issuance of a replacement or substitute credit card, transferring or selling the Accounts to any person or soliciting the affected Accountholders to transfer or convert balances to other credit vehicles. Bank may continue to provide the Program following the expiration or termination hereof as Bank reasonably deems necessary to effect any transfer, conversion or substitution of the Internal Revenue Code Accounts; provided, that such continuation shall in no circumstances exceed six (6) months. Bank may use the Retailer’s names and marks through the Final Liquidation Date (as defined in Section 17(b)) to communicate with Accountholders in connection with any such liquidation, conversion, substitution or sale; provided, that such use shall be limited to (x) the extent necessary to identify the Program as the subject of 1986any communication, including in connection with the conversion of Accounts contemplated above, or (y) continued billing and collections in substantially the same manner as amended, and all regulations promulgated thereundersuch functions were performed prior to the expiration or earlier termination of this Agreement.

Term Termination. Unless earlier 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated under this Section 4, this in accordance with the provisions herein. 10.2 This Agreement and shall terminate in accordance with the status and obligations of Employee thereunder as an employee following provisions: (a) At the option of the Company or the Trust at any time from the date hereof upon ninety (except as provided for below90) shall be effective for days notice, unless a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not shorter time is agreed to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any parties; (b) At the option of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored if Trust Shares are not reasonably available to meet the requirements of the Variable Contracts as determined by the Company, it being understood provided, however, that no such rights are granted termination shall apply only to the Portfolio(s) not reasonably available. Prompt advance notice of election to terminate shall be furnished by the Company, said termination to be effective ten days after receipt of notice unless the Trust makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of the Company, upon the institution of formal proceedings against the Trust by the SEC, the National Association of Securities Dealers, Inc., FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Company’s reasonable judgment, materially impair the Trust’s ability to meet and perform the Trust’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice; (d) At the option of the Trust, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Trust’s reasonable judgment, materially impair the Company’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Trust with said termination to be effective upon receipt of notice; (e) In additionthe event the Trust’s Shares are not registered, notwithstanding issued or sold in accordance with applicable state or federal law, or such law precludes the expiry use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice; (f) At the option of the Trust if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Trust reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company; (g) At the option of the Company, upon the Trust’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written advance notice of such breach is delivered to the Trust; (h) At the option of the Trust, upon the Company’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Trust within ten days after written advance notice of such breach is delivered to the Company; (i) At the option of the Trust, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (ii) In the event this Agreement is assigned without the prior written consent of the Company, the Trust, and the Distributor, termination shall be effective immediately upon such occurrence without notice. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Trust at the option of the Company will continue to make available additional Trust Shares, as provided below, pursuant to the terms and conditions of this Section 4 or otherwiseAgreement, Employee’s rights and obligations under Sections 5 through 14 inclusive for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”), unless the Distributor requests that the Company seek an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for shares of the Portfolio(s) Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall survive have legal authority to do so, shall be permitted to reallocate investments in the termination or expiration of this Agreement Portfolio(s), redeem investments in accordance with the terms of such Sections. It is agreed that a condition to Trust and/or invest in the Trust upon the payment of any severence amount or post-termination benefit called for additional premiums under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderExisting Contracts.

Term Termination. Unless earlier terminated under this Section 4, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for belowa) The Employment Period shall be effective for a period ending end on the first fifth annual anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. Termination of this Agreement shall not, in any event, affect any rights Start Date; provided that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable Employment Period shall terminate prior to the Company and Employee and such date upon Executive's death or Disability; (ii) that all the Employment Period may be terminated by the Company at any time prior to such payments shall comply with Section 409A date for Cause or without Cause; and (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"). (b) Upon (1) a Voluntary Termination of the Internal Revenue Code employment relationship by Executive other than within 10 days of 1986a Good Reason Event, 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 cease and terminate as of the date of such termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the benefit of Executive prior to the 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, Executive shall be entitled (so long as he executes a form of the release attached hereto as Exhibit A), in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to receive his Base Salary, payable bi-weekly, and fringe benefits, as amendedif Executive's employment (which shall cease on the date of such 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 all regulations promulgated thereunderbenefits set forth in this Section 8(c) shall terminate. Notwithstanding the foregoing, if Executive obtains employment in accordance with this Section 8(c) and the salary to be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the severance period.

Term Termination. Unless earlier terminated under this Section 4, (a) Until this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Termis terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2018 (the “Current Term”) and shall be automatically renew renewed for successive one a one-year term on that date and each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unlessunless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, following that the Initial Term, either party gives thirty Company shall not have the right to terminate this Agreement under clause (30ii) days’ advance written notice above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Current Term or any Renewal Term. Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 two 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 obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Current Term or any Renewal Term, the Manager may deliver written notice to the Company informing it being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such rights are granted hereundertermination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding Sections 8(i) (including the expiry or termination provisions of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights Exhibit B) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. Unless (a) The term for which the NAS Monitoring Trust is to exist shall commence on the date of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section 6.3(b) - (d) herein. (b) The NAS Monitoring Trust shall automatically dissolve on the earlier terminated under this Section 4of the date (the “Dissolution Date”): (i) that is 24 months after the NAS Monitoring Trust receives its last Abatement Distribution from the MDT, this Agreement unless the Trustee determines, after consulting with the TAC, to extend the Dissolution Date for an additional 12 months; or (ii) on which the Trustee determines to dissolve the NAS Monitoring Trust upon completion of its duties and the status and obligations of Employee thereunder as an employee satisfaction of the Company purposes of the NAS Monitoring Trust. (except 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 belowas required by applicable law including section 3808 of the Act, all monies remaining in the NAS Monitoring Trust shall be given to charitable organization(s) exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, which tax-exempt organization(s) shall be effective for a period ending selected by the Trustee using its reasonable discretion; provided, however, that: (i) if practicable, the activities of the selected tax-exempt organization(s) shall be related to the treatment of, research on the first anniversary cure of, or other relief for individuals suffering from OUD; and (ii) the tax-exempt organization(s) shall not bear any relationship to the Debtors within the meaning of section 468B(d)(3) of the Effective Date (the “Initial Term”) and, after the expiration Internal Revenue Code. Notwithstanding any contrary provision of the Initial TermPlan and related documents, this Agreement Section 6.3(c) cannot be modified or amended. (d) Following the dissolution and distribution of the NAS Monitoring Trust Assets, the NAS Monitoring Trust shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms terminate and the Initial Term, Trustee and the “Term”) unless, following the Initial Term, either party gives thirty Delaware Trustee (30) days’ advance written notice of its intention not to renew this Agreement acting solely at the conclusion written direction of the next Renewal Term. Termination Trustee) shall execute and cause a Certificate of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Cancellation of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Certificate of Trust of the Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement pursuant NAS Monitoring Trust to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement be filed in accordance with the terms 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 SectionsCertificate 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. It 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 agreed that a condition to made. All costs and expenses associated with the payment storage of such documents shall be 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 duties or obligations hereunder except to: (a) account and report as provided in Section 2.1 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 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 severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) orders necessary to approve such accounting and discharge the Company’s concurrent receipt of a general release of all claims against Trustee, the Company Delaware Trustee, and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A members of the Internal Revenue Code of 1986, as amended, TAC from any and all regulations promulgated thereunderliability for acts or omissions in administering the NAS Monitoring Trust or for serving in their designated capacities under the Plan and this Trust Agreement. The Trust’s professionals shall be required to maintain accurate time and expense records.

Term Termination. Unless earlier 8.1. This Agreement may be terminated by either party in the event the other party materially defaults on any of its obligations under this Section 4, this Agreement and the status and obligations fails to cure such default within [***] calendar days after receipt of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of such default from the non-defaulting party. Any termination pursuant to this clause shall be without prejudice to any rights the terminating party may have in respect of the breach the subject of the notice to be issued under this clause. (a) Advancis may terminate this Agreement on not less than [***] calendar days’ prior written notice to Clonmel. (b) Where Advancis exercises any rights pursuant to this clause 8.2: (i) Clonmel may procure the completion of such of the Build-Out Facilities as is reasonably required to ensure that the Clonmel premises at Waterford Road are watertight and otherwise compliant with any legislative requirements (including without limitation the Safety, Health and Welfare at Work A▇▇ ▇▇▇▇ and any regulations made thereunder) and Advancis shall be liable for any expenses or out-of-pocket costs reasonably incurred by Clonmel pursuant to this sub-clause. (ii) within [***] days of the issue of an appropriate invoice by Clonmel, Advancis shall pay to Clonmel: (A) any amounts which, but for the termination of the Agreement, would otherwise have been payable to Clonmel pursuant to the Agreement up to the date of its intention not termination; and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (B) an amount equal to renew the value of any unavoidable commitment or obligation undertaken by Clonmel in accordance with this Agreement prior to the date of termination; (c) Advancis acknowledges that although it has the right to terminate this Agreement at the conclusion will, Advancis will not terminate this Agreement and then seek damages from Clonmel for breach of the next Renewal Term. Termination Product Agreements when Clonmel’s breach was caused by Advancis’ at will termination of this Agreement shall notAgreement. Accordingly, in Advancis hereby agrees not to pursue any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any actions against Clonmel for breach of the CompanyProduct Agreements when Clonmel’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by breach of the Company, it being understood that no such Product Agreements arises solely as a result of Advancis’ exercise of its rights are granted hereunderunder this clause 8.2. In addition, notwithstanding Advancis hereby consents to Clonmel’s use and admission into evidence of this clause in any applicable arbitribal, judicial or other proceeding. (d) In the expiry event of a notification of a termination pursuant to this clause 8.2, both parties shall take commercially reasonable efforts to minimise any capital or other costs being incurred in respect of the Build-Out Facilities, the Build-Out Equipment or the Product or generally in respect of any obligation under the Agreement. (a) Either party can terminate this Agreement upon a termination of the Supply Agreement that occurs prior to the stated expiration of the Supply Agreement. Termination of this Agreement pursuant to this Section 4 subclause shall be effective immediately upon the giving of notice to the other party that the terminating party has decided to terminate this Agreement. (b) When a termination occurs pursuant to clause 8.3(a): (i) Clonmel may procure the completion of such of the Build-Out Facilities as is reasonably required to ensure that the Clonmel premises at Waterford Road are watertight and otherwise compliant with any legislative requirements (including without limitation the Safety, Health and Welfare at Work A▇▇ ▇▇▇▇ and any regulations made thereunder) and Advancis shall be liable for any expenses or otherwiseout-of-pocket costs reasonably incurred by Clonmel pursuant to this sub-clause. (ii) within [***] of the issue of an appropriate invoice by Clonmel, EmployeeAdvancis shall pay to Clonmel: (A) any amounts which, but for the termination of the Agreement, would otherwise have been payable to Clonmel pursuant to the Agreement up to the date of its termination; and (B) an amount equal to the value of any unavoidable commitment or [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. obligation undertaken by Clonmel in accordance with this Agreement prior to the date of termination. (a) Clonmel and Advancis represent and warrant to each other that: (i) their entry into this Agreement was duly authorized; (ii) they each properly signed and delivered the Agreement to the other, and (iii) this Agreement has been executed by duly authorized representatives from the respective parties. (b) In addition, Clonmel represents and warrants that it is a wholly owned subsidiary of Stada Arzneimittel AG (“Stada”), and that Stada has authorized and approved Clonmel’s rights entry into this Agreement and obligations under Sections 5 through 14 inclusive the performance of the terms of the Agreement. Upon request from Advancis, Clonmel will obtain from Stada a certificate confirming such facts. Upon execution of this Agreement by Clonmel, Clonmel shall survive deliver a document in substantially the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for same form as attached hereto as Exhibit F, executed by Stada, unconditionally guaranteeing Clonmel’s performance under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.

Term Termination. (a) Unless earlier terminated under this Section 4as provided hereunder, this Agreement and the status and obligations of Employee thereunder as an employee rights of the Company (except as provided for below) to deliver a Draw Down Notice and the obligations of the Investor in respect of any Draw Down Notice pursuant to this Agreement shall be effective for a period ending terminate automatically on the earlier of (i) the first day of the month immediately following the second anniversary of the Effective Date (the “Initial TermInvestment Period”) and, after and (ii) the expiration date that the Unfunded Commitment equals zero dollars. (b) The Investor may terminate the rights of the Initial Term, Company to deliver a Draw Down Notice and the obligations of the Investor in respect of any Draw Down Notice pursuant to this Agreement shall automatically renew for successive one upon the occurrence of a Draw Down Termination Event; provided, however, that in the event of a Draw Down Termination Event pursuant to clause (1xiii) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the next Renewal Term. definition of Draw Down Termination Event, or in the event of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee a removal or termination by the Board of Directors or a designated committee thereof pursuant to any the Chief Executive Officer of the Company’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by Company as of the Effective Date for “cause” as such term is defined in his employment agreement with the Company, it being understood that no the right of the Company to deliver a Draw Down Notice and the obligations of the Investor in respect of such Draw Down Notice shall be suspended until a replacement Chief Executive Officer acceptable to the Investor shall have been appointed by the Board. (c) Any Issuer Party may terminate the rights are granted hereunder. In addition, notwithstanding of the expiry Investor to purchase Securities and the obligations of the Issuer Parties to effect any Draw Down or termination of this Agreement issue Securities pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: if (i) the Company’s concurrent Investor shall fail to perform in all material respects any term, covenant or agreement contained in this Agreement or in any Related Document, which failure to perform (if susceptible of cure) has continued uncured for a period of 60 days after the earlier of the receipt of a general release notice of all claims against such failure to perform from an Issuer Party or the Investor first becoming aware of such failure (10 Business Days only from the date of a failure to pay in case of a breach of a covenant to pay); or (ii) any representation or warranty of the Investor in this Agreement or any of the Related Documents shall have been false in any material respect upon the date when made or deemed to have been made or repeated. (d) This Agreement shall remain in full force and effect unless terminated pursuant to Section 7.1(a), Section 7.1(b) or Section 7.1(c) above or otherwise by written agreement of the Company and its affiliates the Investor. Any such termination by Employee agreement shall in all cases be deemed to provide that Articles VIII and IX shall remain in full force and effect. (e) For the form reasonably acceptable avoidance of doubt, if this Agreement is terminated after delivery of a Draw Down Notice but prior to the Company scheduled Closing Date for the Draw Down set forth therein, the Closing on such Closing Date shall not be required to occur and Employee and (ii) that all such payments shall comply with Section 409A none of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderparties hereto will have any liability resulting therefrom.

Term Termination. Unless earlier (a) Until this Agreement is terminated under this Section 4in accordance with its terms, this Agreement and the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date in effect until December 31, 2008 (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement and shall be automatically renew renewed for successive one a one-year term each anniversary date thereafter (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) unless, following unless at least two-thirds of the Initial Term, either party gives thirty Independent Directors or the holders of a majority of the outstanding Common Shares agree that (30i) days’ advance written notice there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of its intention the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the conclusion expiration of the next Renewal 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 of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Board of Directors or a designated committee thereof pursuant to any Notice”) of the Company’s retirement plansintention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, supplementary retirement plansthe Company shall designate the date (the “Effective Termination Date”), profit sharing not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and savings plansthis Agreement shall terminate on such date; provided, healthcarehowever, 401(k) any other employee benefit plans sponsored that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date 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 equal to four times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the 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 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 being understood that no of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such rights are granted hereundernotice. (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 Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, notwithstanding the expiry or termination of this Agreement pursuant to this Section 4 or otherwise, Employee’s rights Sections 8(f) and obligations under Sections 5 through 14 inclusive 11 of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the payment of any severence amount or post-termination benefit called for under this Agreement or otherwise shall be: (i) the Company’s concurrent receipt of a general release of all claims against the Company and its affiliates by Employee in the form reasonably acceptable to the Company and Employee and (ii) that all such payments shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunderAgreement.