Common use of Termination Payments Clause in Contracts

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) if the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination Subject to your execution of this Agreement and ‎compliance with your obligations under this Agreement, and in consideration of the ‎covenants incorporated herein and the waiver and release set forth below, you will be ‎entitled to the following:‎ (a) ‎Severance. You will receive the following severance payments and ‎benefits, in each case less applicable tax withholdings:‎ (i) ‎An amount in cash, payable by wire or direct deposit to ‎the bank account information on file with the Company, equal to ‎‎$2,500,000, payable as soon as practicable within 10 business days after ‎the one-year anniversary of the Effective Date; and (ii) ‎a supplemental health and welfare payment of $78,145.02, ‎payable on or within 10 business days of the date of this Agreement, which ‎may, among other things, be used to pay for coverage under the Concessionaire shall be entitled to receive Termination Payment as under; (aapplicable ‎provisions of the Consolidated Omnibus Budget Reconciliation Act ‎‎(“COBRA”) if after the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andEffective Date.‎ (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period‎DCG Equity. In addition, the EDMC Company will cause DCG to ‎provide, and DCG shall pay to provide, for the Concessionaire by way following treatment of Termination Payment an amount equal to 90% your outstanding ‎DCG Equity will be treated as follows:‎ (ninety per centi) ‎You will receive credit for one additional year of vesting in ‎respect of your unvested DCG Equity, as shown in Exhibit A. Any such ‎DCG Equity interests that are unvested as of the Debt Due Effective Date and have ‎not vested in accordance with the preceding sentence shall be ‎immediately cancelled and forfeited in their entirety for no consideration.‎ (ii) ‎Within 10 business days after the date of this Agreement, ‎the DCG Equity designated as First Tranche Repurchased Equity in Exhibit ‎A shall be repurchased by DCG based on the fair market value of the ‎Class B Common Stock of DCG as of the date of this Agreement, which ‎the board of directors of DCG (the “DCG Board”) has determined ‎reasonably and in good faith is the amount set forth in Exhibit A, less insurance claimsany ‎applicable exercise or strike price.‎ (iii) ‎Within 10 business days after the date of this Agreement, if any‎the DCG Equity designated as Second Tranche Repurchased Equity in ‎Exhibit A shall be repurchased by DCG based on the fair market value of ‎the Class B Common Stock of DCG as of the date of this Agreement, ‎which the DCG Board has determined reasonably and in good faith is the ‎amount set forth in Exhibit A; provided, however, that if the payment of the ‎purchase price for the Second Tranche Repurchased Equity shall not be ‎paid until the first anniversary of the Effective Date (the “Deferred ‎Repurchase Payment Date”), and such payment shall be without interest ‎and subject to your continued compliance with this Agreement.‎ (iv) ‎Any of your vested DCG Equity that is not repurchased ‎pursuant to clauses (ii) and (iii) above (the “Remaining DCG Equity”) ‎shall remain outstanding in accordance with its original terms; provided, ‎however, that:‎ (A) ‎With respect to any Remaining DCG Equity ‎that is a stock option (as designated on Exhibit A), the term of ‎such stock option shall be extended to the original expiration date that ‎would have applied had your employment not terminated, and ‎may be exercised at any time on a cashless basis net of both the ‎applicable exercise price and any taxes due. In addition, the ‎Company acknowledges and agrees that you have elected to net ‎exercise those stock options as designated in Exhibit A.‎ (B) Any Remaining DCG Equity that is a stock ‎appreciation right shall be settled net of all tax withholding in ‎shares of common stock on or within 10 business days following ‎the date of this Agreement;‎ (C) ‎DCG will provide you with the opportunity to ‎require DCG to repurchase all or any a portion of such Remaining ‎DCG Equity, with an aggregate Fair Market Value (as defined in ‎Exhibit B) upon a Grayscale Liquidity Event (as defined in Exhibit ‎B), in accordance with the procedures set forth in Exhibit B; ‎provided that if the Grayscale Liquidity Event is an IPO of the insurance claims are not admitted and paid‎Company, then 80% the maximum aggregate amount of Remaining ‎DCG Equity that you may require DCG to repurchase will be ‎limited to $1,000,000; and (eighty per centD) ‎DCG will have the right to repurchase all or a ‎portion of such unpaid claims shall qualify for being included the Remaining DCG Equity at any time after the date ‎of this Agreement in accordance with the procedures set forth in ‎Exhibit B.‎ (E) ‎Notwithstanding anything to the contrary in the computation ‎DCG, Inc 2016 Stock Option and Grant Plan, award agreements or ‎other documents applicable for the Remaining DCG Equity (the ‎‎“Stock Documents”), upon a Sale Event (as defined in the Stock ‎Documents), any Remaining DCG Equity shall not terminate or be ‎cancelled without full payment equal to the Fair Market Value of Debt Due‎each share of stock less the applicable exercise price and any taxes ‎due; provided that such payment may be made in cash or any other ‎consideration received by shareholders of DCG in connection with ‎such Sale Event and will be subject to any earnouts, deferred ‎payment schedules or other contingent payment terms as apply to ‎other shareholders of DCG.‎ (c) ‎Genesis Claims. For With respect to any claims you have against ‎Genesis Global Capital, LLC (“GGC”) in GGC’s chapter 11 bankruptcy case ‎arising out of any cash and/or digital assets you deposited with GGC, to the ‎extent the Company makes the determination in its sole discretion to provide any ‎consideration to its or its subsidiaries’ or affiliates’ employees on account of any ‎cash and/or digital assets such employees deposited with GGC, you shall be entitled ‎to receive the same consideration you would have as if you were still a current employee. Notwithstanding anything contained herein and for the avoidance of doubt‎doubt, you shall not have any claim or cause of action against the Concessionaire hereby acknowledges that no Termination Payment Company or its ‎affiliates to the extent the Company does not provide for any consideration to its ‎or its subsidiaries’ or affiliates’ employees, which shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If remain in the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred Company’s ‎full and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.sole discretion.‎

Termination Payments. (a) Upon Termination of this Agreement, the Concessionaire shall be entitled to pay or receive as the case may be, the Termination Payment payment as under; (a) if the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD.: (i) If the Agreement is terminated due to EDMC Concessionaire Event of Default, Termination Payment equal to three (3) months licence fee calculated on the basis of the Annual License Fee shall be payable to GMCBL and the Performance Security submitted by the Concessionaire shall be forfeited. (ii) If the Agreement is terminated due to GMCBL Event of Default, the Concessionaire shall receive from EDMCGMCBL, Termination Payment equal toto one (1) month licence fee calculated on the basis of the Annual License Fee payable to GMCBL. a) Debt Due; and (b) 150Termination Payment shall become due and payable by the Concessionaire within 15 (fifteen) days of a demand being made by GMCBL to the Concessionaire with the necessary particulars, and in the event of any delay, the Concessionaire shall pay interest at a rate equal to 18% (one hundred and fifty Eighteen per cent) on the amount of Termination Payment remaining unpaid; provided that such delay shall not exceed 15 (fifteen) days. In case of default in Termination Payment, GMCBL may forthwith take possession of the equity subscribed in cash and actually spent on the Project subject to a maximum BQS forming part of the sum BQS Cluster/Project Facilities and also proceed for black- listing of Project Capital Outlay the Concessionaire for any future work in GMCBL and Upfront Paymentunder the provisions of the Haryana Municipal Corporation Advertising Bylaws, 2018. (c) Provided that the total Termination Payment received by shall become due and payable to the Concessionaire shall be subject to within 15 (fifteen) days of a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid demand being made by the Concessionaire to EDMC till date. GMCBL with the necessary particulars, and in the event of any delay, GMCBL shall pay interest at a rate equal to 18% (iiEighteen per cent) Provided that EDMC shall be entitled to deduct from on the amount of Termination Payment any amount due and recoverable under this Agreement remaining unpaid; provided that such delay shall not exceed 60 (sixty) days. For the avoidance of doubt, it is expressly agreed that Termination Payment shall constitute full discharge by EDMC, from the Concessionaire as on the Termination DateGMCBL of its payment obligations in respect thereof hereunder.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) Except as otherwise provided herein, if Executive’s employment is terminated pursuant to Section 1 by thirty (30) days’ prior written notice or pursuant to Section 4, Executive’s Base Compensation and other benefits, if any, shall terminate at the Termination occurs prior to end of the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andmonth during which such termination occurs. (b) Upon Termination by EDMC on account termination of occurrence Executive’s employment without Cause, Employers shall be obligated, in lieu of Concessionaire Event of Default during the Operations Periodany other remedies available to Executive, the EDMC shall to pay to the Concessionaire by way of Termination Payment Executive (A) an amount equal to 90% his then current Base Compensation (ninety per centthe “Termination Payment”); (B) (i) if the Termination Date occurs during the months of January-June of the Debt Due less insurance claimsfiscal year, a pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Target Pro Rata Incentive Payment”), based on Executive’s target Incentive Bonus for such fiscal year; or (ii) if anythe Termination Date occurs during the months of July-December of the fiscal year, provideda pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Actual Pro Rata Incentive Payment”), howeverbased on Employers’ actual performance through the end of such fiscal year; and (C) all accrued but unpaid amounts payable to Executive under this Agreement and under any employee benefit plan (the “Accrued Payment”). The Target Pro Rata Incentive Payment and the Actual Pro Rata Incentive Payment shall, in each case, be determined based on the number of days elapsed from the beginning of the fiscal year in which the termination occurs through and including the Termination Date. For purposes of clarity, Executive will be eligible to receive only one Termination Payment, one Accrued Payment and either one Target Pro Rata Incentive Payment or one Actual Pro Rata Incentive Payment (depending on when the Termination Date occurs) from Employers under this Section 5(b). Employers’ obligation to make the Termination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment shall be conditioned upon: (i) Executive’s continued compliance with his obligations under the Noncompetition Agreement; and (ii) Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims in a form reasonably acceptable to Employers (the “Release”). In the event that if all or Executive breaches any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included covenants set forth in the computation Noncompetition Agreement, Executive shall immediately return to Employers any portion of Debt Duethe Termination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment that have been paid to Executive pursuant to this Section 5(b). For the avoidance of doubtSubject to this Section 5(b) and Section 5(e), the Concessionaire hereby acknowledges that no Termination Payment and the Target Pro Rata Incentive Payment, if applicable, shall be paid in installments on Employers’ regular payroll dates occurring during the twelve (12) month period immediately following the effectiveness of the Release. Subject to Section 5(e), the Actual Pro Rata Incentive Payment, if applicable, shall be paid at the time Employers ordinarily pay incentive bonuses to its executives with respect to the fiscal year in which the termination occurs. Subject to Section 5(e), the Accrued Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. paid within thirty (i30) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on days following the Termination Date. (c) In the event of a termination of Executive’s employment pursuant to Section 4(b) as a result of his death or disability, Employers shall pay to Executive, his estate or legal representative, as the case may be, all amounts accrued to the date of termination and payable to Executive hereunder and under any other bonus, incentive or other plan. (d) Any termination of the Term shall not adversely affect or alter Executive’s rights under any employee benefit plan of any Employer in which Executive, at the date of termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (e) If Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, any payments required to be made pursuant to this Section 5 which are subject to Section 409A shall not commence until six months from the Termination Date, with the first payment to be equal to the aggregate amount that would have been paid to Executive under Section 5 during the first six months immediately following the Termination Date had this Section 5(e) not been applicable.

Termination Payments. Upon Termination For purposes of this Agreement, the Concessionaire Executive's Termination Payments shall be entitled to receive Termination Payment include the following amounts payable as under;described herein: (ai) if the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an An amount equal to 90% the product of (ninety per centA) the Executive's annual salary from the Parent and/or the Company, as in effect on the date of the Debt Due less insurance claimsChange of Control as adjusted upward, if anyfrom time to time, pursuant to Section 6 hereof ("Annual Salary") plus (B) the highest incentive compensation earned by the Executive during the twenty-four (24) months ended on the Termination Date, times (C) the lesser of three or the number of years (rounded to the nearest one-twelfth) remaining in the Employment Period, provided, however, that if all or any such amount shall not be less than the Executive's Annual Salary. Such amount shall be payable in a lump sum within 14 days of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no applicable Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till dateDate hereunder. (ii) Provided In the event that EDMC shall be entitled any payments made to deduct from the Termination Payment any amount due and recoverable Executive under this Agreement or otherwise (the "Payments") are subject to the excise tax imposed by EDMCSection 4999 of the Code (the "Excise Tax"), from then the Concessionaire as Company shall pay the Executive an additional amount ("Gross Up") such that the net amount retained by the Executive after deduction of any Excise Tax on the Payments and any Federal and State income taxes and Excise Tax upon the Payments shall be equal to the Payments. For purposes of determining the amount of the Gross Up, the Executive shall be deemed to pay Federal, State and local income taxes at the highest marginal rate of taxation in the calendar year in which the Payment is to be made. State and local income taxes shall be determined based upon the state and locality of the Executive's domicile on the Termination Date. The determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Company and acceptable to the Executive. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The amount shall be paid by the appropriate party in one lump sum within 30 days of such computation; and (iii) All relocation and indemnity payments (as set forth in Section 1(e)(vi) hereof) if the Executive moves his principal residence more than 50 miles within one year from the Termination Date.

Termination Payments. Upon If Borrower or Owner receives any sums in consideration of a termination, modification or amendment of any Lease or any release or discharge of any tenant under any Lease (any such terminated, modified or amended Lease or any Lease from which the tenant is released or discharged is referred to herein as the “Affected Lease”) from any obligation thereunder (each a “Termination of this AgreementPayment”), the Concessionaire such amounts shall be entitled to receive held in trust or retained by Borrower or Owner as follows: (i) if such Termination Payment as under; (a) if the Termination occurs prior to the CODis less than $100,000, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due payable to Borrower or payable Owner, as applicable; (ii) if such Termination Payment is equal to or greater than $100,000, then, subject to the rights of Senior Lender, Borrower or Owner shall deposit such Termination Payment with Lender to be held by Lender as an impound in a pledged account. Borrower shall be permitted to withdraw funds from such impounds to pay leasing costs for re-leasing the space demised under the Affected Lease when such costs are incurred. In addition, funds in excess of the projected amount necessary to pay for such leasing costs may be withdrawn from such reserve and deposited into the Clearing Account (as defined in the Cash Management Agreement) on account a monthly basis in equal monthly disbursements amortized over the remaining term of a Concessionaire Default occurring prior to COD. the Affected Lease. In addition, if (i) If the Agreement space demised under the Affected Lease is terminated due re-leased, in whole or in part, (ii) the new tenant has commenced occupancy and (iii) the tenant has executed and delivered to EDMC Event Lender a tenant estoppel certificate reasonably acceptable to Lender using commercial standards customarily applied by prudent institutional mortgage lenders for similar loans, then a pro rata portion of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% remaining amount of impounded funds with respect to such space may be deposited into the Clearing Account based upon the percentage of the subject space which is demised under the new lease (one hundred and e.g. if fifty per centpercent (50%) of the equity subscribed in cash subject space is re-leased and actually spent on the Project subject conditions is clauses (i) through (iii) are satisfied with respect to a maximum such space, then fifty percent (50%) of the sum remaining amount of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire funds impounded for such space shall be subject disbursed). Notwithstanding the foregoing, Permitted REIT Distributions shall have priority over the requirement to a maximum deposit such funds in any impound account other than funds arising from any termination, modification or amendment of Project Capital Outlay as defined in Appendix 3 either of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till dateACS Leases. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination of If you timely sign this Agreement, allow it to become effective and irrevocable, and comply with your obligations under it, then the Concessionaire shall be entitled to receive Termination Payment as under;Company will provide: (a) if If you timely sign this Agreement following the Termination occurs prior Separation Date, allow it to become effective and irrevocable, and comply with your obligations under it and your continuing obligations to the CODCompany (collectively, then EDMC the “Preconditions”), then, if you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as described in Section 4 below, the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the ConcessionaireSeparation Date until the earliest of (i) the close of the 12-month period following the termination of the Contractor Period, Termination Payments (ii) the expiration of your eligibility for the continuation coverage under COBRA, and (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the aggregate Development Costs incurred by Concessionaireperiod provided in this clause, andyou must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. (b) Upon Termination by EDMC on account Further, if, within 60 days following the termination of occurrence the Contractor Period you re-execute this Agreement and allow it to become effective and irrevocable as a result of Concessionaire Event of Default such re-execution, and, so long as you provided the requested services during the Operations PeriodContractor Period in good faith (as reasonably determined by the Company) and the Contractor Period either terminated naturally at the end of six months or was terminated earlier by you, then (x) the EDMC Company shall pay to you $550,000, less all applicable withholdings and deductions, during the Concessionaire by way of Termination Payment an amount 12-month period commencing 6 months following the Separation Date in substantially equal to 90% (ninety per cent) of installments in accordance with the Debt Due less insurance claims, if any, Company’s standard payroll schedule; provided, however, that if all or any amounts shall accrue until this re-executed Agreement becomes effective and irrevocable, with accrued amounts paid on the first regularly scheduled payroll date after this re-executed Agreement becomes effective and irrevocable, and (y) solely for purposes of Company stock option vesting and expiration, but subject to you continuing to comply with your obligations to the Company, you shall be deemed to remain a continuous service provider through, and terminating on, June 13, 2025. For purposes of Section 409A of the insurance claims are not admitted and paidInternal Revenue Code of 1986, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubtas amended, each installment payment is intended to be a separate payment, the Concessionaire hereby acknowledges that no Termination Payment collective payments are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and this Agreement shall be due or payable on account of a Concessionaire Default occurring prior to CODinterpreted consistent with that intent. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) Except as otherwise provided herein, if Executive’s employment is terminated pursuant to Section 1 by thirty (30) days’ prior written notice or pursuant to Section 4, Executive’s Base Compensation and other benefits, if any, shall terminate at the Termination occurs prior to end of the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andmonth during which such termination occurs. (b) Upon Termination by EDMC on account termination of occurrence Executive’s employment without Cause, Employers shall be obligated, in lieu of Concessionaire Event of Default during the Operations Periodany other remedies available to Executive, the EDMC shall to pay to the Concessionaire by way of Termination Payment Executive (A) an amount equal to 90% his then current Base Compensation (ninety per centthe “Termination Payment”); (B) (i) if the Termination Date occurs during the months of January-June of the Debt Due less insurance claimsfiscal year, a pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Target Pro Rata Incentive Payment”), based on Executive’s target Incentive Bonus for such fiscal year; or (ii) if anythe Termination Date occurs during the months of July-December of the fiscal year, provideda pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Actual Pro Rata Incentive Payment”), howeverbased on Employers’ actual performance through the end of such fiscal year; and (C) all accrued but unpaid amounts payable to Executive under this Agreement and under any employee benefit plan (the “Accrued Payment”). The Target Pro Rata Incentive Payment and the Actual Pro Rata Incentive Payment shall, in each case, be determined based on the number of days elapsed from the beginning of the fiscal year in which the termination occurs through and including the Termination Date. For purposes of clarity, Executive will be eligible to receive only one Termination Payment, one Accrued Payment and either one Target Pro Rata Incentive Payment or one Actual Pro Rata Incentive Payment (depending on when the Termination Date occurs) from Employers under this Section 5(b). Employers’ obligation to make the Termination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment shall be conditioned upon: (i) Executive’s continued compliance with his obligations under the Noncompetition Agreement; and (ii) Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims in a form reasonably acceptable to Employers (the “Release”). In the event that if all or Executive breaches any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included covenants set forth in the computation Noncompetition Agreement, Executive shall immediately return to Employers any portion of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment that have been paid to Executive pursuant to this Agreement by EDMCSection 5(b). Subject to this Section 5(b) and Section 5(e), from the Concessionaire as on the Termination Date.Payment and the Target Pro Rata Incentive Payment, if applicable, shall be paid in installments on Employers’ regular payroll dates occurring during the 12-month period immediately following the effectiveness of the Release. Subject to Section 5(e), the Actual Pro Rata Incentive Payment, if applicable, shall be paid at the time Employers ordinarily pay incentive bonuses to its executives with respect to the fiscal year in which the termination

Termination Payments. (a) Upon Termination the Executive's termination of this Agreementemployment for any reason, the Concessionaire Company shall pay to the Executive any unpaid Base Salary then in effect accrued up to the date of termination of employment. Other than the accrued salary referenced in the preceding sentence, the Executive shall not be entitled to any further payments or benefits, unless otherwise agreed to in writing between the Company and the Executive. (b) Notwithstanding SECTION 5(a) above, if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason during the Employment Period, the Company shall pay to the Executive the greater of (i) an amount of Base Salary equal to what otherwise would have been payable for the remainder of the Employment Period until the Scheduled Termination Date, or (ii) twelve (12) months of Base Salary ("Severance Payment"). Any Severance Payment shall be paid to the Executive, less applicable withholdings, in installments pursuant to the Company's normal and customary executive officer payroll procedures using the Base Salary rate in effect immediately prior to such termination. The period used to calculate the amount of Base Salary payable pursuant to the foregoing shall be known as the "Severance Period" (e.g. if the payment is calculated using twelve (12) months of Base Salary, then the Severance Period commences on the day after the effective termination date and continues for the next twelve (12) months). If such termination occurs on a date six or more months into the fiscal year, in addition to the Severance Payment, the Executive shall be entitled to receive Termination Payment as under; a pro rata portion (a) if based upon the Termination occurs prior portion of the year up to and including the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account date of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per centtermination) of any bonus (the Debt Due less insurance claims"Pro Rata Bonus") he otherwise would have received for such year had he not been terminated, provided that both the Executive's business unit and the Company meet applicable bonus performance targets for the full year bonus period. The Pro Rata Bonus, if any, providedshall be paid in a manner consistent with the Company's normal and customary executive officer bonus payment procedures. Additionally, however, that if all or any for the duration of the insurance claims are not admitted Severance Period, the Company will provide the Executive any and paidall employment-based health and welfare benefits he is receiving at the time of the termination of employment, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For same manner, level and cost to the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODExecutive. (c) The Company shall not be required to pay the Executive any installments of the Severance Payment described in SECTION 5(b), until the Executive has executed and delivered to the Company a release, in substantially the same form as the Waiver Agreement and Release of Claims attached hereto as Attachment A. (d) For purposes of this Agreement, "Cause" shall include a termination of the Executive's employment by the Company for: (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received material violation by the Concessionaire shall be subject Executive of this Agreement which the Executive fails to cure to the Company's reasonable satisfaction within thirty (30) days after the Company delivers to the Executive a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. written notice that specifically identifies such violation; (ii) Provided the willful failure by the Executive to act in a manner consistent with Executive's responsibilities or with the best interests of the Company, after the Company delivers to the Executive a written demand for satisfactory performance that EDMC shall be entitled specifically identifies the manner in which the Company believes that the Executive has not satisfactorily performed the Executive's duties and the Executive fails to deduct from cure the Termination Payment any amount due and recoverable under this Agreement by EDMCexisting problem to the Company's satisfaction within thirty (30) days; or (iii) the conviction of the Executive of a felony (other than an offense related to the operation of an automobile which results only in a fine, from the Concessionaire as on the Termination Datelicense suspension or other non-custodial penalty) or other serious crime involving moral turpitude.

Termination Payments. (i) Upon Termination on expiry of the Concession Period by efflux of time, no Termination Payment shall be due and payable to the Concessionaire. (ii) Upon Termination of this AgreementAgreement on account of ULB Event of Default and / or State Government Event of Default, ULB shall release the Concessionaire shall be entitled to receive Termination Payment as under; (a) Performance Security, if the Termination occurs prior to the CODsubsisting, then EDMC and ULB shall pay to the Concessionaire, by way of Termination Payments equivalent Payment, an amount, which shall be limited to the aggregate Development Costs incurred by Concessionaire100% (one hundred percent) of lower of the following amounts, andless Insurance Cover: (a) Book Value (b) Upon Termination the replacement value of Project Facilities (excluding the Existing Assets, any other assets funded/ provided by EDMC on account the ULB and / or C&DS, UPJN and the Project Site), as assessed by an Approved Valuer, who shall be selected and appointed by the ULB, within 15 (fifteen) days of occurrence Termination, for submitting his assessment within 30 (thirty) days of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) his appointment hereunder Provided that if any insurance claims forming part of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being be included in the computation of Debt Duethe amount payable hereunder. For the avoidance of doubt, it is clarified that the Termination Payment shall not be payable towards the Existing Assets, any other assets funded/ provided by the ULB / C&DS, UPJN and the Project Site. Provided further that no Termination Payment shall be due or payable to the Concessionaire on account of a ULB Event of Default relating to non-achievement of Appointed Date. (iii) Upon Termination of this Agreement on account of Concessionaire Event of Default, ULB shall pay to the Concessionaire, by way of Termination Payment, which shall be limited to the 70% (seventy percent) of lower of the following amounts, less Insurance Cover: (a) Book Value (b) the replacement value of Project Facilities (excluding the Existing Assets, any other assets funded/ provided by the ULB and / or C&DS,UPJN and the Project Site), as assessed by an Approved Valuer, who shall be selected and appointed by the ULB, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in computation of the amount payable hereunder. For avoidance of doubt, it is clarified that the Termination Payment shall not be payable towards the Existing Assets, any other assets funded/ provided by the ULB/ C&DS, UPJN and the Project Site. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Event of Default occurring prior up to 5 years from the COD. (i) If the Agreement is terminated due to EDMC Event of Default. Further, the Concessionaire C&DS, UPJN / ULB shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred forfeit Performance Security and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project would not release any further Capital Outlay and Upfront PaymentGrant. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. (a) Upon Termination of this Agreementthe Agreement on account of a Concessionaire Event of Default, the Authority shall: (I) settle any outstanding payments; (ii) not be obligated to make any further payments to the Concessionaire shall except for Termination Payments in the amount equal to fifty percent (50%) of the Book Value; (iii) be entitled to receive encash and retain the Performance Guarantee; (iv) make arrangements at the risk and cost of the Concessionaire to fulfil obligations of Concessionaire under this Agreement. (b) Upon termination of the Agreement on account of an Authority Event of Default, the Authority shall be liable to pay the compensation to the Concessionaire as follows: i. No Termination Payment as under;shall be payable to the Concessionaire, for Termination before the issuance of Certificate of Compliance to the Concessionaire. (a) if ii. In case of the Termination occurs occurrence of the Authority’s Event of Default, prior to the CODProject Construction Completion Date but after issuance of Certificate of Compliance to the Concessionaire, then EDMC the Authority shall pay to the Concessionaire, Termination Payments equivalent to : a) the aggregate Development Costs incurred by Concessionaire, Book Value plus compensation at KIBOR + Three Percent (3%) per annum for the total equity investment plus extra one (1) year return on total equity investment for the relevant applicable period from the date of Financial Closure; and (b) Upon Termination any other unavoidable demobilization cost applicable and payable by EDMC on account the Concessionaire due to pre-mature termination of the Concession Agreement, especially related to loan agreement, as mutually agreed between the Parties. iii. In case of the occurrence of Concessionaire the Authority’s Event of Default during following the Operations Period, Project Completion Date the EDMC Authority shall pay to the Concessionaire by way the Book Value plus compensation at KIBOR + Three Percent (3%) per annum for the total equity investment plus extra one (1) year return on total equity investment for the relevant applicable period from the date of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt DueFinancial Closure; and b(a) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject All payments due to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on calculated under this Article 11.4 shall be made within forty-five (45) days of receiving the Termination DateNotice.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) Except as otherwise provided herein, if Executive’s employment is terminated pursuant to Section 1 by thirty (30) days’ prior written notice or pursuant to Section 4, Executive’s Base Compensation and other benefits, if any, shall terminate at the Termination occurs prior to end of the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andmonth during which such termination occurs. (b) Upon Termination by EDMC on account termination of occurrence Executive’s employment without Cause, Employers shall be obligated, in lieu of Concessionaire Event of Default during the Operations Periodany other remedies available to Executive, the EDMC shall to pay to the Concessionaire by way of Termination Payment Executive (A) an amount equal to 90% his then current Base Compensation (ninety per centthe “Termination Payment”); (B) (i) if the Termination Date occurs during the months of January-June of the Debt Due less insurance claimsfiscal year, a pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Target Pro Rata Incentive Payment”), based on Executive’s target Incentive Bonus for such fiscal year; or (ii) if anythe Termination Date occurs during the months of July-December of the fiscal year, provideda pro rata Incentive Bonus for the fiscal year in which the termination occurs (the “Actual Pro Rata Incentive Payment”), howeverbased on Employers’ actual performance through the end of such fiscal year; and (C) all accrued but unpaid amounts payable to Executive under this Agreement and under any employee benefit plan (the “Accrued Payment”). The Target Pro Rata Incentive Payment and the Actual Pro Rata Incentive Payment shall, in each case, be determined based on the number of days elapsed from the beginning of the fiscal year in which the termination occurs through and including the Termination Date. For purposes of clarity, Executive will be eligible to receive only one Termination Payment, one Accrued Payment and either one Target Pro Rata Incentive Payment or one Actual Pro Rata Incentive Payment (depending on when the Termination Date occurs) from Employers under this Section 5(b). Employers’ obligation to make the Termination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment shall be conditioned upon: (i) Executive’s continued compliance with his obligations under the Noncompetition Agreement; and (ii) Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims in a form reasonably acceptable to Employers (the “Release”). In the event that if all or Executive breaches any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included covenants set forth in the computation Noncompetition Agreement, Executive shall immediately return to Employers any portion of Debt Duethe Termination Payment and either the Target Pro Rata Incentive Payment or Actual Pro Rata Incentive Payment that have been paid to Executive pursuant to this Section 5(b). For the avoidance of doubtSubject to this Section 5(b) and Section 5(e), the Concessionaire hereby acknowledges that no Termination Payment and the Target Pro Rata Incentive Payment, if applicable, shall be paid in installments on Employers’ regular payroll dates occurring during the 12-month period immediately following the effectiveness of the Release. Subject to Section 5(e), the Actual Pro Rata Incentive Payment, if applicable, shall be paid at the time Employers ordinarily pay incentive bonuses to its executives with respect to the fiscal year in which the termination occurs. Subject to Section 5(e), the Accrued Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. paid within thirty (i30) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on days following the Termination Date. (c) In the event of a termination of Executive’s employment pursuant to Section 4(b) as a result of his death or disability, Employers shall pay to Executive, his estate or legal representative, as the case may be, all amounts accrued to the date of termination and payable to Executive hereunder and under any other bonus, incentive or other plan. (d) Any termination of the Term shall not adversely affect or alter Executive’s rights under any employee benefit plan of any Employer in which Executive, at the date of termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. (e) If Executive is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, any payments required to be made pursuant to this Section 5 which are subject to Section 409A shall not commence until six months from the Termination Date, with the first payment to be equal to the aggregate amount that would have been paid to Executive under Section 5 during the first six months immediately following the Termination Date had this Section 5(e) not been applicable.

Termination Payments. Upon In the event of a Termination of this Agreement, (as hereinafter defined) the Concessionaire shall be entitled to receive Termination Payment as under;Executive shall: (a) if a. Be paid a lump sum termination payment by the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments Corporation in an amount equivalent to three (3) times the aggregate Development Costs incurred by ConcessionaireExecutive's Annual Compensation, and (b) Upon Termination by EDMC on account b. Be deemed to have the additional years of occurrence service with the Corporation for purposes of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) Vesting under Section 4.3 of the Debt Due less insurance claimsONEOK, Inc. Supplemental Executive Retirement Plan, if any, provided, however, that if all or any are necessary to cause the Executive to be at least thirty percent (30%) vested under such Plan as of the date of the Change in Control, and c. Be deemed to have attained an age equal to the Executive's actual age plus five (5) years, for purposes of determining the Retirement Benefit Percentage under Section 4.1 of the ONEOK, Inc. Supplemental Executive Retirement Plan, and d. Be deemed to have attained an age equal to the Executive's actual age plus five (5) years, for purposes of commencing the Retirement Benefit Payments as provided under Section 1.B of the Executive's Plan Agreement under the ONEOK, Inc. Supplemental Executive Retirement Plan, and e. Be paid a lump sum payment by the Corporation equal to the Executive's short-term incentive compensation "target percentage" under the Corporation's incentive compensation plan times the midpoint of the Executive's Pay Grade, prorated for the length of employment during the current performance period, and f. Be paid by, or receive from the Corporation the employee benefits (including, but not limited to, car allowances and coverage under any medical or insurance claims arrangements or programs) to which the Executive would have been entitled under all employee welfare plans, programs, or arrangements maintained by the Corporation if the Executive had remained in the employ of the Corporation for the three (3) year period following Termination. Such employee benefits shall be provided under plans sponsored by the Corporation on the Occurrence Date or the Termination Date, whichever produces the higher benefits, but if such benefits are not admitted and paid, then 80% available under Corporation sponsored plans in effect during each of the three (eighty per cent3) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubtyears, the Concessionaire hereby acknowledges that no Termination Payment Corporation shall provide such benefits to the Executive under plans covering the Executive individually, or otherwise provide or pay such benefits to the Executive. g. The lump sum payments described above shall be due or payable calculated and paid not later than thirty (30) calendar days after the Termination Date. Any payment not made within the thirty (30) days shall thereafter bear interest at two percent (2%) over the "prime rate" as published in The Wall Street Journal from time to time, which is the base rate on account of a Concessionaire Default occurring prior to COD. corporate loans posted by at least seventy-five percent (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent75%) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Paymentnation's thirty (30) largest banks. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination On the Payment Date next succeeding the earlier of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) if the Termination occurs prior last day of the Related Month in which the Repurchase Price with respect to any Acquired Vehicle that is a Program Vehicle is received by the CODLessor, then EDMC the Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account) and (b) the thirtieth (30th) day after the expiration of the Repurchase Period for such Acquired Vehicle, the Lessee shall pay to the ConcessionaireLessor in respect of such Acquired Vehicle any Excess Damage Charges, Excess Mileage Charges, Missing Equipment Charges, early turnback surcharges and any other similar charges and penalties (collectively, a "Program Vehicle Termination Payments equivalent to Payment") as determined by the aggregate Development Costs incurred Manufacturer or its agent in accordance with the applicable Manufacturer Program and on the Payment Date next succeeding the earlier of (i) the last day of the Related Month in which Disposition Proceeds from the sale or other disposition of an Acquired Vehicle that is a Non-Program Vehicle, but is not a Casualty, are received by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations PeriodLessor, the EDMC Master Collateral Agent or the Trustee (including by deposit into the Collection Account or the Master Collateral Account), and (ii) the thirtieth (30th) day after the date which is eighteen (18) months after the date of the original dealer invoice for such Vehicle sold as a new vehicle, the Lessee shall pay to the Concessionaire by way Lessor in respect of Termination Payment such Vehicle an amount (a "Non-Program Vehicle Termination Payment") equal to 90% the quotient of (ninety per centx) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay all Program Vehicle Termination Payments for the Related Month, divided by (y) the number of Acquired Vehicles that were Program Vehicles and Upfront Payment. c) Provided that with respect to which, during the total Termination Payment Related Month, either the Repurchase Price was received by or there occurred the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 30th day after the expiration of the RFP document plus Repurchase Period (Program Vehicle Termination Payments and Non-Program Vehicle Termination Payments collectively, "Termination Payments"). The provisions of this Section 12.3 will survive the total Concession Fees and expiration or earlier termination of the Upfront Payment paid by the Concessionaire to EDMC till dateTerm. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) if In the event of an Extraordinary Termination occurs during the Agreement Term, the Company shall, in addition to any amounts due for periods prior to the CODExtraordinary Termination, then EDMC shall pay to Employee in cash within ten days after the Concessionaire, Extraordinary Termination Payments equivalent an amount equal to the sum of: (i) three times the greater of (A) Employee's annual salary or consulting compensation at the time of the Control Transaction or (B) Employee's annual salary or consulting compensation immediately prior to the Extraordinary Termination; plus (ii) if the Extraordinary Termination occurs during the Employment Term, three times the greater of (A) the most recent annual bonus paid to Employee prior to the Extraordinary Termination or (B) the estimated amount of his bonus for the year that includes the date of the Extraordinary Termination; plus (iii) at the option of Employee and in lieu of his exercising any stock options that he might hold at the time, an amount equal to the excess of the aggregate Development Costs incurred by Concessionairemarket price at the close of business on the date of the Extraordinary Termination of the Company's shares subject to all stock options outstanding and unexercised, andwhether vested or unvested, over the aggregate exercise price of all such stock options; plus (iv) if the Extraordinary Termination occurs during the Employment Term, payment in lieu of all unused vacation or sick time. (b) Upon Termination by EDMC on account Employee may elect to defer the payment of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) all or part of the Debt Due less insurance claimsamount to be paid to him under subsection (a) for up to twelve months after the Extraordinary Termination, if any, provided, however, that if or to have all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) part of such unpaid claims shall qualify for being included amount paid to him in installments over a period not to exceed twelve months after the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODExtraordinary Termination. (ic) If In addition to payment of the Agreement is terminated due to EDMC Event amounts specified in subsection (a), for a period of Defaulttwelve months following an Extraordinary Termination during the Employment Term, the Concessionaire shall receive from EDMCCompany will continue or cause to be continued, Termination Payment equal to a) Debt Due; and b) 150% (one hundred at no cost to Employee, medical care and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject life insurance benefits substantially comparable to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received those furnished to Employee by the Concessionaire shall be subject Company immediately prior to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till dateExtraordinary Termination. (iid) Provided It is the intention of the parties that EDMC the payments under this Section 9 shall not constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and any regulations promulgated by the Internal Revenue Service thereunder. In the event that the independent accountants acting as auditors for the Company on the date of a Control Transaction (or another accounting firm designated by them) determine that the payments under this Section constitute "excess parachute payments," the amounts payable under this Section shall be entitled reduced to deduct from the Termination Payment any maximum amount due and recoverable which may be paid without constituting the payments "excess parachute payments." Such determination shall take into account (i) whether the payments under this Agreement are "parachute payments" within the meaning of Section 28OG and, if so, (ii) the amount of payments under this Section that constitutes reasonable compensation within the meaning of Section 280G. The fees and expenses of the accountants performing this calculation shall be paid in full by EDMC, the Company. Nothing contained in this Agreement shall prevent the Company after a Control Transaction from the Concessionaire as on the Termination Dateagreeing to pay Employee compensation or benefits in excess of those provided in this Agreement.

Termination Payments. Upon Termination In the event of this Agreement, a termination of the Concessionaire shall be entitled to receive Termination Payment as under; Employee’s employment (a) if by the Company without Cause or (b) by the Employee for Good Reason (as such terms are defined below), the Company shall pay to (or in the case of business expenses pursuant to clause (i), reimburse) the Employee, or his estate in the event of his death, within thirty (30) days following the Date of Termination (as defined below), (i) the Employee’s Base Salary through the Date of Termination and outstanding business expenses (to the extent not theretofore paid), and any other amounts due to the Employee but which have not been paid, (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior to or coincident with the Date of Termination, (iii) an Annual Bonus equal to the prior year’s Annual Bonus pro-rated for the year in which the Date of Termination occurs based on the number of days occurring in such year prior to the CODdate of termination, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (biv) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount a lump-sum payment equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of two times the sum of Project Capital Outlay (x) the Employee’s Base Salary (as in effect on the Date of Termination) and Upfront Payment. c(y) Provided the greater of the Annual Bonuses for each of the two most recently completed calendar years preceding the calendar year in which the Date of Termination occurs, (v) reimbursement for outplacement services in an amount up to $25,000 upon the Employee’s submission of receipts for such services, and (vi) continuation of medical and dental benefits under the Company’s employee benefit plans providing for such benefits, for two years following the Date of Termination; provided the Company’s obligation to provide continued welfare benefits under this clause (vi) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and provided further that in the event that the total Termination Payment received by Employee is precluded from continuing full participation in the Concessionaire Company’s welfare benefit plans that provide for the benefits described and contemplated in this clause (vi), the Employee shall be subject provided with the after-tax economic equivalent of any benefit or coverage foregone. For this purpose, the economic equivalent of any benefit or coverage foregone shall be deemed to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus be the total Concession Fees and cost to the Upfront Employee of obtaining such benefit or coverage himself on an individual basis. Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC of such after-tax economic equivalent shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Datemade quarterly.

Termination Payments. Upon 18.1 Termination Payments due on termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under;Lease Period. (a) if Upon termination of the Lease Period in accordance with Clause 17 (Termination occurs prior by Lessor) the Lessee will pay to Lessor such sum or sum's (by way of agreed compensation for loss of bargain and not as a penalty) as will equal the aggregate of: (i) all costs and expenses incurred by Lessor arising out of such termination including but without limitation any amounts incurred in recovering possession of the Engine or any Part; (ii) all amounts of Rent and other sums due and payable to Lessor at the date of such termination under this Agreement, together with interest thereon as provided herein; and (iii) whether or not the Lessor shall have exercised its right to repossess or sell the Engine, or shall thereafter at any time exercise such right, a sum equal to the CODexcess, then EDMC shall pay to if any, of the ConcessionaireStipulated Loss Value as of the Rent Date immediately preceding the date of such Termination Event over the net proceeds, Termination Payments equivalent to if any, received by Lessor from the aggregate Development Costs incurred by Concessionaire, andsale of the Engine and any Parts. (b) Upon Termination by EDMC on account termination of occurrence of Concessionaire Event of Default during the Operations Period, Lease Period in accordance with Clause 14 (Total Loss) the EDMC shall Lessee will pay to Lessor all amounts of Rent and other sums due to Lessor as at the Concessionaire by way of Termination Payment an amount equal date on which Rent ceases to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included accrue in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODaccordance with Clause 14. (ic) If In the event that after a Termination Event and Lessor's termination of this Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) or its repossession of the equity subscribed Engine, Lessee has paid to Lessor in cash and actually spent on full all amounts payable under Clause 18.1(a) to it hereunder, Lessor shall sell the Project subject Engine to a maximum Lessee in accordance with the terms of Schedule 4, but for the sum purposes of Project Capital Outlay and Upfront Paymentthis Clause 18.1(c) only references made to the "Term Date" in Schedule 4 shall mean the date upon which Lessee has paid to Lessor in full all amounts payable under Clause 18.1(a). c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) If a Borrower receives a Termination Payment, then, provided a Default has not occurred which is continuing, if such Termination Payment is less than the lesser of $500,000 or 0.20% of the Aggregate Loan Commitment at such time (the "Termination occurs prior Payment Cap"), then such Termination Payment may be retained by such Borrower (provided, in no event shall Borrowers be permitted to retain an aggregate amount (i.e., the sum of all Termination Payments being held by all Borrowers pursuant to the COD, then EDMC shall pay to foregoing at any one time) in excess of the Concessionaire, lesser of $2,000,000 or 0.65% of the Aggregate Loan Commitment at such time (the "Maximum Termination Reserve Amount")). Any Termination Payments equivalent to the aggregate Development Costs retained by a Borrower may be used by such Borrower only for costs incurred by Concessionaire, and (b) Upon Termination by EDMC such Borrower in re-tenanting the space on account of occurrence of Concessionaire Event of Default during which the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, was made; provided, however, that so long as a Default has not occurred hereunder which is continuing, such Borrower shall also be permitted to distribute a portion of such Termination Payment to its members, on a monthly basis, equal to the monthly base rent that would have been paid by the tenant that made the Termination Payment. (b) If a Borrower receives a Termination Payment in an amount which exceeds the Termination Payment Cap or if Borrowers would, collectively, then be holding an amount in excess of the Maximum Termination Reserve Amount in the aggregate, then (i) the entire amount of the Termination Payment which is greater than the Termination Payment Cap (i.e., not only the portion of such Termination Payment that exceeds the Termination Payment Cap) and (ii) the entire amount of any Termination Payment that would cause the sum of all or Termination Payments being held by Borrowers collectively to exceed the Maximum Termination Reserve Amount (i.e., not only the portion of such Termination Payment that would cause the sum of all Termination Payments then held by Borrowers collectively to exceed the Maximum Termination Reserve Amount) shall, without duplication, be promptly delivered by such Borrower to Administrative Agent to be held in a blocked and pledged cash collateral account. Thereafter, provided (y) no Default has occurred and is continuing hereunder and (z) the Loan Constant is not less than the Loan Constant Requirement, Administrative Agent shall, at Borrowers' request, (1) disburse funds from the cash collateral account to such Borrower to cover Administrative Agent-approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Administrative Agent may impose and (2) disburse to such Borrower, from the cash collateral account, an amount equal to the monthly base rent that would have been paid by the tenant(s) that made the Termination Payment(s). If, however, at any time Borrowers are in compliance with clause (y) above, but not (z), then at such time, Borrowers shall continue to have the right to receive disbursements pursuant clause (1) above, but not pursuant to clause (2). (c) Notwithstanding the foregoing subsection (b), the amount of any Termination Payment which exceeds $2,000,000 shall, without duplication, be promptly delivered by Borrowers to Administrative Agent to be held in a blocked and pledged cash collateral account. Thereafter, provided (i) no Default has occurred and is continuing hereunder and (ii) the Loan Constant is not less than the Loan Constant Requirement, Administrative Agent shall, at Borrowers' request, disburse funds from the cash collateral account to the applicable Borrower to cover Administrative Agent-approved re-tenanting costs with respect to the premises on account of which the relevant Termination Payment was made. (d) Notwithstanding anything to the contrary in this Section 9.21, after the affected space at the Property has been re-leased (which for purposes hereof shall mean the affected space is not less than 95% leased) and is occupied by tenants in possession and paying rent, and provided (i) no Default has occurred and is continuing and (ii) the Loan Constant is not less than the Loan Constant Requirement, any balance remaining in such cash collateral account which relates to such affected space shall, at Borrowers’ request, be disbursed to the applicable Borrower. (e) Notwithstanding anything to the contrary in this Section 9.21, Borrowers may elect at any time to cause funds on deposit in the cash collateral account to be applied in reduction of the outstanding principal amount of the Loan; provided, any amounts repaid pursuant to the foregoing shall permanently reduce the Aggregate Loan Commitment by a like amount and may not be reborrowed, and Borrowers shall be required to pay any Exit Fee and/or Fixed Rate Price Adjustment with respect thereto (as applicable); provided, further, however, that no Exit Fee shall be payable to the extent that the principal amount of the Loan is paid down in order to satisfy any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included Loan Constant thresholds set forth in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODSection 8.1 hereof. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon In the event of a Termination of this Agreement, (as hereinafter defined) the Concessionaire shall be entitled to receive Termination Payment as under;Executive shall: (a) if a. Be paid a lump sum termination payment by the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments Corporation in an amount equivalent to three (3) times the aggregate Development Costs incurred by ConcessionaireExecutive's Annual Compensation, and b. Be deemed to have attained the age of sixty-five (b65) Upon Termination as of the date of the Change in Control for purposes of determining the Retirement Benefit Percentage under Section 4.1 of the ONEOK, Inc. Supplemental Executive Retirement Plan, and c. Be deemed to have attained an age equal to the Executive's actual age plus five (5) years, for purposes of commencing the Retirement Benefit Payments as provided under Section 1.B of the Executive's Plan Agreement under the ONEOK, Inc. Supplemental Executive Retirement Plan, and d. Be paid a lump sum payment by EDMC on account the Corporation equal to the Executive's short-term incentive compensation "target percentage" under the Corporation's incentive compensation plan times the midpoint of occurrence the Executive's Pay Grade, prorated for the length of Concessionaire Event of Default employment during the Operations Periodcurrent performance period, and e. Be paid by, or receive from the Corporation the employee benefits (including, but not limited to, car allowances and coverage under any medical or insurance arrangements or programs) to which the Executive would have been entitled under all employee welfare plans, programs, or arrangements maintained by the Corporation if the Executive had remained in the employ of the Corporation for the three (3) year period following Termination. Such employee benefits shall be provided under plans sponsored by the Corporation on the Occurrence Date or the Termination Date, whichever produces the higher benefits, but if such benefits are not available under Corporation sponsored plans in effect during each of the three (3) years, the EDMC Corporation shall pay provide such benefits to the Concessionaire Executive under plans covering the Executive individually, or otherwise provide or pay such benefits to the Executive. f. The lump sum payments described above shall be calculated and paid not later than thirty (30) calendar days after the Termination Date. Any payment not made within the thirty (30) days shall thereafter bear interest at two percent (2%) over the "prime rate" as published in The Wall Street Journal from time to time, which is the base rate on corporate loans posted by way of Termination Payment an amount equal to 90% at least seventy-five percent (ninety per cent75%) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% nation's thirty (eighty per cent30) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODlargest banks. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination In the event of this Agreementtermination of Employee’s employment pursuant to Section 8 hereof, the Concessionaire compensation shall continue to be entitled paid to receive Termination Payment Employee as under;follows: (a) In the event of termination pursuant to subsection 8(a) or 8(b), compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the benefit, retirement, and compensation plans and other perquisites as provided in Sections 6 and 7 hereof, for a period of 3 months after the date set forth in the notice of termination. Any benefits, if the Termination occurs prior to the CODin place, then EDMC payable under insurance, health, retirement and bonus plans as a result of Employee’s participation in such plans through such date shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andbe paid when due under those plans. (b) Upon Termination by EDMC on account In the event of occurrence termination pursuant to subsection 8(c), compensation provided for herein (including Base Compensation) at the rate in effect at the time of Concessionaire Event termination shall continue to be paid to Employee and Employee shall continue to participate in the benefit, retirement and compensation plans and other perquisites as provided in Sections 6 and 7 hereof, through the date of Default termination. Throughout the period during the Operations Periodwhich Employee’s compensation shall continue hereunder, the EDMC Employer shall pay continue to contribute the employer portion toward the cost of such benefits and other perquisites in a manner consistent with the applicable terms of the governing plan documents and if applicable, insurance contracts, and otherwise in accordance with the procedures and policies in place prior to such termination through the date such payments, benefit coverages and perquisites are to be continued hereunder. Payment of compensation during this period, including Base Compensation, shall be made pursuant to the Concessionaire applicable payroll practices then utilized by way the Employer, and shall commence on the first payroll payment date occurring after the date of Termination Payment an amount equal to 90% (ninety per cent) termination of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODEmployee’s employment. (c) In the event of termination pursuant to subsection 8(d), compensation provided for herein (including Base Compensation) shall continue to be paid and Employee shall continue to participate in the benefit, retirement, and compensation plans and other perquisites as provided in Sections 6 and 7 hereof in a manner consistent with the applicable terms of the governing plan documents, (i) If in the Agreement is terminated due to EDMC Event event of DefaultEmployee’s death, through the Concessionaire shall receive from EDMCdate of death, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. or (ii) Provided that EDMC in the event of Employee’s disability, through the date of proper notice of disability as required by subsection 8(d). Any benefits payable under insurance, health, retirement and bonus plans as a result of the Employer’s participation in such plans through such date shall be entitled to deduct from the Termination Payment any amount paid when due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Datethose plans.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall Executive will be entitled to receive the following payments (each a “Termination Payment as under;Payment” and collectively the “Termination Payments”) upon termination of Executive’s employment hereunder: (a) if In the Termination occurs prior event of the termination of Executive’s employment pursuant to any of the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, andfollowing provisions: (a) [Death] (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during [Disability] (c) [By the Operations Period, Bank For Cause] the EDMC shall Bank will pay to Executive (or Executive’s estate, as the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per centcase may be) as soon as practicable following such termination, but in any event within 90 days, all accrued and unpaid Base Salary for time worked as of the Debt Due less insurance claimsdate of termination and all accrued but unutilized vacation time as of such date. Executive will not be entitled to any other compensation, if any, provided, however, that if all bonus or severance pay from the Bank. (b) In the event of termination of Executive’s employment pursuant to any of the insurance claims are not admitted following provisions: (d) [By the Bank Other Than For Cause] (e) [Good Reason] (f) [Notice of Non-Renewal and paid, then 80% (eighty per cent) Bank Relieving Executive of such unpaid claims shall qualify for being included in Duties] the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall Executive will be due or payable on account of a Concessionaire Default occurring prior entitled to COD.receive: (i) If pursuant to the Agreement is terminated due to EDMC Event of DefaultBank’s normal payroll schedule, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred all accrued and fifty per cent) unpaid Base Salary for time worked as of the equity subscribed in cash and actually spent on the Project subject to a maximum date of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date.termination; (ii) Provided pursuant to the Bank’s normal payroll schedule and procedures, all accrued but unutilized vacation time as of the date of termination; (iii) Base Salary continuation (at the Base Salary level in effect at the time of termination) pursuant to the Bank’s normal payroll schedule from the date of termination through the end of the remaining contract term; (iv) continued participation in any bonus plan in existence as of the date of termination, provided that EDMC all other eligibility and performance objectives are met, as if Executive had continued employment through December 31 of the year of termination. The bonus will be paid according to the normal payment schedule according to the plan then in effect. (Executive will not be eligible for bonuses paid with respect to any year following the year of termination); (v) continued participation in the Bank’s Employee Health Care Benefits Plan in accordance with the terms of the Bank’s general Reduction in Workforce Policy that would be applicable to the Executive if his employment had been terminated pursuant to such Policy; and (vi) a lump sum payment on the next regularly scheduled payroll date calculated based on the product of (X) and (Y) where “X” means the then current monthly premium charge for the COBRA Continuation Coverage under the Employee Health Care Benefits Plan of the kind the Executive then subscribes to and “Y” means (a) the number of months for which Base Salary is payable under 14(b)(iii) above minus (b) the number of months of Employee Health Care Benefits Plan coverage provided to the Executive under 14(b)(v) above. (c) The Bank’s obligation to make the Termination Payments provided for in Sections 14(b)(iii) through (vi) hereof are contingent upon Executive complying with paragraphs 10, 11, 12, and 13 of this Agreement and signing a general release of all claims against the Bank. (d) In the event that the Executive’s employment is terminated pursuant to Section 3(d), 3(e), or 3(f) hereof, the Executive may elect irrevocably, by written notice delivered to the Bank prior to the date of the Executive’s termination of employment, not to receive the Termination Payments provided for in Sections 14(b)(iii) through (vi) hereof, and, if the Executive make such election, the Executive shall be released from any obligation to comply with Section 11 and 12 hereof. (e) Executive will not be entitled to deduct any other compensation, bonus, or severance pay from the Termination Payment any amount due and recoverable under this Agreement Bank other than that provided for in Section 14 hereof or by EDMC, from the Concessionaire as on the Termination Dateapplicable law.

Termination Payments. Upon Subject to the Employee’s timely execution, delivery and non-revocation of a Release (as described in Section 2(c) below) following a Qualifying Termination of this Agreementon the Termination Date, and continued compliance with Sections 5, 6, 7, 8 and 9 below, the Concessionaire Employee shall be entitled to receive Termination Payment as under; (a) if the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted following payments and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD.benefits: (i) If continued payment of the Agreement is terminated due to EDMC Event of DefaultEmployee’s annual base pay in effect on the Termination Date for twelve (12) months following the Termination Date (such period, the Concessionaire “Severance Period”), less applicable withholding taxes, paid in accordance with the Company’s payroll practices; provided that, the first payment shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) be paid as part of the equity subscribed in cash first full payroll cycle following the thirtieth (30th) day after the Termination Date and actually spent on shall include payments of any amounts that would be due prior to such commencement date (such date, the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination “Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till dateCommencement Date”). (ii) Provided that EDMC shall be entitled a lump sum amount equal to deduct from the Termination Payment any amount due annual bonus the Employee would have otherwise received for fiscal year 2020, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and recoverable ending on the 31st of May following the end of fiscal year 2020. (iii) if the Employee timely elects coverage under this Agreement by EDMCthe Consolidated Omnibus Budget Reconciliation Act (“COBRA”), from a taxable cash payment equal to the Concessionaire monthly employer contribution to the Company’s group health coverage premium for an active employee with the same level of coverage as the Employee had on the Termination Date for the Severance Period, with the first payment to be made on the Payment Commencement Date and the remaining payments monthly thereafter for the duration of the Severance Period. (iv) in respect of each then-ongoing performance cycle under the Omnibus Plan as of the Termination Date, (1) with respect to the RSU Awards, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days during the applicable performance cycle through the Termination Date by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Omnibus Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to the Restricted Stock Awards that vest solely based on the provision of services, vesting, as of the Termination Date, shall be calculated by multiplying (A) the total number of awards that would have vested if the Employee had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days during the applicable performance cycle through the Termination Date by the number of calendar days in such performance cycle, otherwise payable in accordance with the Omnibus Plan. (v) reimbursement of up to $10,000 for the costs incurred by Employee for the relocation of Employee’s household goods, subject to the provision of reasonable documentation of such expenses, payable on or prior to December 31, 2019. If the Employee participated in direct deposit as of the Termination Date, the Employee’s payments, as applicable, in Sections 2(b)(i)-(v) will be direct deposited. If the Employee did not participate in direct deposit, the Employee will be issued a live check to the Employee’s last reported home address on file with the Company. The termination payments and benefits described in this Section 2(b)(i)-(v) will be reduced to cover any outstanding financial obligations the Employee owes to the Company as of the Termination Date, to the extent permissible under law, and without the incurrence of additional tax obligations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Section 409A”).

Termination Payments. (a) Except as otherwise set forth herein, upon termination for any reason specified in 6.1 (i) through (v) above, the Company's obligations to Executive shall terminate, subject to prompt payment within 30 days of all monies due hereunder up to the date of termination including unpaid Base Salary and reimbursement of expenses as well as continuation of any applicable benefits prescribed under the applicable plans and payment of the proceeds of any applicable disability or other insurance policy relating to Executive; provided, however, that the Company shall pay an amount equal to the Executive's Base Salary, pro rated per pay periods, then in effect for a period of three months as severance in the event of termination pursuant to 6.1 (iv) only. In the event this Agreement is terminated pursuant to subsections 6.1 (v) above, the Company shall also pay the Executive (or his estate in the event of his death), within such 30 day period, an amount equal to the Executive's Base Salary, pro rated per pay periods, then in effect for a period of six months unless Executive has materially breached any provision of this Agreement. (b) In addition, the Company shall pay, continue or maintain benefits vested in Executive on the termination date through the end of the month in which the termination date occurs, but shall continue hospitalization, disability, medical, dental, vision, and health insurance coverage for Executive and his immediate family for a period of 1 month following the end of the month that includes the termination date, at the Company's sole cost and expense (notwithstanding that such period would otherwise extend beyond the Term of this Agreement). (c) In the event that the payments pursuant to this Section 6 above, when considered in conjunction with any other payments payable hereunder after the termination date (collectively, "Post-Termination Payments") constitute "an excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), then the Company shall pay to Executive, in addition to the payments required by this Section 6 above, an additional amount (the "Additional Amount") which, after reduction for income taxes and excise taxes on the Additional Amount, is sufficient to provide for the payment of any excise tax imposed by Section 4999 of the Code, or applicable successor thereto ("Section 4999") that may be due by Executive on the Post-Termination Payments. With respect to any payment that is made to Executive under the terms of this Agreement in the year of his termination of employment and on which an excise tax under Section 4999 will be assessed, the payment determined under this Subsection shall be made to Executive not later than thirty (30) days following the termination date. With respect to any payment made under the terms of this Agreement in any other year and on which an excise tax under Section 4999 will be assessed, the payment under this Subsection shall be made to Executive not later than December 31st of the year in which the payment on which such excise tax will be assessed is made to Executive or, if earlier, prior to the date on which such tax is required to be remitted to the Internal Revenue Service. (d) Notwithstanding anything contained herein or at law to the contrary, the amount payable to Executive pursuant to this Section 6.3 shall not be reduced or otherwise affected by any sums earned or that could be earned by Executive pursuant to any employment arrangement or other business activity in which the Executive may or could possibly participate after the termination date. The Company and Executive agree that amounts payable to Executive under this Section 6.3 are reasonable liquidated damages with respect to wrongful or early termination of this Agreement, and shall be absolutely and unconditionally payable to Executive as provided herein without proof of actual damages and without regard to Executive's efforts to mitigate damages. (e) Upon Termination termination of this Agreement, the Concessionaire provisions of Sections 3.5, 7, 8, 9, 10, 12 and 13.10 shall be entitled to receive Termination Payment as under; (a) if survive the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account termination of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Datefor a period of five (5) years.

Termination Payments. Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) If a Borrower receives a Termination Payment, then, provided a Default has not occurred which is continuing, if such Termination Payment is less than the lesser of $500,000 or 0.20% of the Aggregate Loan Commitment at such time (the “Termination occurs prior Payment Cap”), then such Termination Payment may be retained by such Borrower (provided, in no event shall Borrowers be permitted to retain an aggregate amount (i.e., the sum of all Termination Payments being held by all Borrowers pursuant to the COD, then EDMC shall pay to foregoing at any one time) in excess of the Concessionaire, lesser of $2,000,000 or 0.65% of the Aggregate Loan Commitment at such time (the “Maximum Termination Reserve Amount”)). Any Termination Payments equivalent to the aggregate Development Costs retained by a Borrower may be used by such Borrower only for costs incurred by Concessionaire, and (b) Upon Termination by EDMC such Borrower in re-tenanting the space on account of occurrence of Concessionaire Event of Default during which the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claims, if any, was made; provided, however, that so long as a Default has not occurred hereunder which is continuing, such Borrower shall also be permitted to distribute a portion of such Termination Payment to its members, on a monthly basis, equal to the monthly base rent that would have been paid by the tenant that made the Termination Payment. (b) If a Borrower receives a Termination Payment in an amount which exceeds the Termination Payment Cap or if Borrowers would, collectively, then be holding an amount in excess of the Maximum Termination Reserve Amount in the aggregate, then (i) the entire amount of the Termination Payment which is greater than the Termination Payment Cap (i.e., not only the portion of such Termination Payment that exceeds the Termination Payment Cap) and (ii) the entire amount of any Termination Payment that would cause the sum of all or Termination Payments being held by Borrowers collectively to exceed the Maximum Termination Reserve Amount (i.e., not only the portion of such Termination Payment that would cause the sum of all Termination Payments then held by Borrowers collectively to exceed the Maximum Termination Reserve Amount) shall, without duplication, be promptly delivered by such Borrower to Administrative Agent to be held in a blocked and pledged cash collateral account. Thereafter, provided (y) no Default has occurred and is continuing hereunder and (z) the Loan Constant is not less than the Loan Constant Requirement, Administrative Agent shall, at Borrowers’ request, (1) disburse funds from the cash collateral account to such Borrower to cover Administrative Agent-approved re-tenanting costs with respect to the Property, subject to such reasonable conditions on disbursement as Administrative Agent may impose and (2) disburse to such Borrower, from the cash collateral account, an amount equal to the monthly base rent that would have been paid by the tenant(s) that made the Termination Payment(s). If, however, at any time Borrowers are in compliance with clause (y) above, but not (z), then at such time, Borrowers shall continue to have the right to receive disbursements pursuant clause (1) above, but not pursuant to clause (2). (c) Notwithstanding the foregoing subsection (b), the amount of any Termination Payment which exceeds $2,000,000 shall, without duplication, be promptly delivered by Borrowers to Administrative Agent to be held in a blocked and pledged cash collateral account. Thereafter, provided (i) no Default has occurred and is continuing hereunder and (ii) the Loan Constant is not less than the Loan Constant Requirement, Administrative Agent shall, at Borrowers’ request, disburse funds from the cash collateral account to the applicable Borrower to cover Administrative Agent-approved re-tenanting costs with respect to the premises on account of which the relevant Termination Payment was made. (d) Notwithstanding anything to the contrary in this Section 9.21, after the affected space at the Property has been re-leased (which for purposes hereof shall mean the affected space is not less than 95% leased) and is occupied by tenants in possession and paying rent, and provided (i) no Default has occurred and is continuing and (ii) the Loan Constant is not less than the Loan Constant Requirement, any balance remaining in such cash collateral account which relates to such affected space shall, at Borrowers’ request, be disbursed to the applicable Borrower. (e) Notwithstanding anything to the contrary in this Section 9.21, Borrowers may elect at any time to cause funds on deposit in the cash collateral account to be applied in reduction of the outstanding principal amount of the Loan; provided, any amounts repaid pursuant to the foregoing shall permanently reduce the Aggregate Loan Commitment by a like amount and may not be reborrowed, and Borrowers shall be required to pay any Exit Fee and/or Fixed Rate Price Adjustment with respect thereto (as applicable); provided, further, however, that no Exit Fee shall be payable to the extent that the principal amount of the Loan is paid down in order to satisfy any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included Loan Constant thresholds set forth in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to CODSection 8.1 hereof. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination of this Agreement, the Concessionaire Executive shall be entitled to receive Termination Payment as under; (a) if receive: a. All wages Executive has earned through and including the Termination occurs prior to Departure Date; b. Three weeks of Executive’s unused PTO benefit; c. Any medical expenses incurred under the CODCompany’s Group Executive Medical Reimbursement Policy that are incurred on or before the Departure Date, then EDMC which reimbursements shall pay to be made in the Concessionaire, Termination Payments equivalent to normal course upon timely presentation of claims; d. Reimbursement for all necessary business expenses Executive has incurred through the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claimsDeparture Date, if any, providedfor which Executive seeks reimbursement. Any such request for reimbursement must be submitted in accordance with Regis’ policies regarding reimbursement requests. Thereafter, howeverExecutive agrees that Executive will be ineligible for further expense reimbursement from Regis, that if unless otherwise required by law. Upon submission of Executive’s timely request for reimbursement, Regis will reimburse Executive for all or any necessary business expenses Executive incurred pursuant to the Company’s regular business practices; and e. All compensation accrued as of the insurance claims are not admitted and paid, then 80% (eighty per cent) date of Executive‘s termination under each plan or program of the Company in which Executive may be participating at the time of termination in accordance with the terms of such unpaid claims shall qualify for being included in plan or program, including but not limited to the computation of Debt DueExecutive Retirement Savings Plan, the Regis Individual Secured Retirement Plan, and the Long-Term Incentive plans and equity awards thereunder. This Agreement has no effect on such plans, and the amount to which Executive is entitled under the foregoing is subject to each plan’s terms and conditions. For the avoidance sake of doubtclarity, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) “all compensation accrued as of the equity subscribed in cash and actually spent on the Project subject to a maximum date of Executive’s termination under each plan or program of the sum of Project Capital Outlay Corporation” shall specifically include Executive’s contributions and Upfront Paymentall matching contributions made by Regis to the Executive Retirement Savings Plan and/or the Regis Individual Secured Retirement Plan, but shall not include any short-term incentive bonus for the fiscal year that ended in June 2020, or for any subsequent fiscal year. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. i) Upon Termination of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) if the Termination occurs prior to the COD, then EDMC shall pay to the Concessionaire, Termination Payments equivalent to the aggregate Development Costs incurred by Concessionaire, and (b) Upon Termination by EDMC Agreement on account of occurrence of Concessionaire Event of Default during the Operations PeriodDefault, the EDMC shall pay prior to the Concessionaire by way of Termination Payment an amount equal to 90% (ninety per cent) of the Debt Due less insurance claimsScheduled Completion Date, Concessioning Authority shall retain payments, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, already received from the Concessionaire hereby acknowledges that no and forfeit the Performance Security. ii) Upon Termination Payment shall be due or payable of this Agreement on account of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event of Default, the Concessionaire Concessioning Authority shall receive from EDMCnot make any payments to the Concessionaire. In addition, Concessioning Authority shall also be entitled to forfeit and retain the Performance Security, if subsisting. iii) Upon Termination Payment equal toof this Agreement on account of Concessioning Authority Event of Default, Concessioning Authority shall be liable to pay compensation which shall be the lower of: (a) Debt Due; and bThe aggregate Depreciated Historic Cost (DHC) 150% as defined in Schedule 11 as determined by an Independent Engineeer , being a reputed valuer of net value, r, of (one hundred and fifty per centi) of tangible assets forming part of, fixed or attached to the equity subscribed in cash and actually spent on the Project subject to a maximum of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received ground created, installed or provided by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined and comprised in Appendix 3 the Project, which in the reasonable judgement of the RFP document plus the total Concession Fees and the Upfront Payment paid said expert are capable of being put to use / utilised by the Concessionaire to EDMC till date. NRDA and (ii) Provided that EDMC shall be entitled the moveable assets which the NRDA agrees to deduct from the Termination Payment take over LESS any amount due and recoverable to NRDA from Concessionaire under this Agreement by EDMC, from and the insurance claims claimed or received. OR (b) Debt Dues iv) All payments due to the Concessionaire as on calculated under Article 6.2 (f) shall be made within 30 (thirty) days of expiry of the Termination Datetime provided to Concessioning Authority to rectify the Concessioning Authority Event of Default.

Termination Payments. Upon Subject to the rights of the Senior Lender and the obligations of Owner under the Senior Loan Documents, Borrower shall deposit with Lender any sums received by Owner or Borrower in consideration of any termination, modification or amendment of any Lease or any release or discharge of any tenant under any Lease from any obligation thereunder (any such terminated, modified or amended Lease or any Lease from which the tenant is released or discharged is referred to herein as the “Affected Lease”), and any such sums (each a “Termination of this Agreement, the Concessionaire Payment”) received by Owner or Borrower shall be entitled to receive Termination Payment as under; (a) if the Termination occurs prior held in trust or retained by Borrower or Owner for such purpose to the CODextent such funds exceed $100,000. All such sums received by Lender with respect to any Affected Lease shall be deemed impounds and shall be deposited by Lender into a pledged account. Borrower shall be permitted to withdraw funds from such impounds to pay leasing costs for re-leasing the space demised under the Affected Lease when such costs are incurred. In addition, funds in excess of the projected amount necessary to pay for such leasing costs may be withdrawn from such reserve and deposited into the Borrower’s Operating Account (as defined in the Cash Management Agreement) on a monthly basis in equal monthly disbursements amortized over the remaining term of the Affected Lease. In addition, if (i) the space demised under the Affected Lease is re-leased, in whole or in part, (ii) the new tenant has commenced occupancy and (iii) the tenant has executed and delivered to Lender a tenant estoppel certificate reasonably acceptable to Lender using commercial standards customarily applied by prudent institutional mortgage lenders for similar loans, then EDMC shall pay a pro rata portion of the remaining amount of impounded funds with respect to such space may be deposited into the Concessionaire, Termination Payments equivalent to Borrower’s Operating Account based upon the aggregate Development Costs incurred by Concessionaire, and percentage of the subject space which is demised under the new lease (b) Upon Termination by EDMC on account of occurrence of Concessionaire Event of Default during the Operations Period, the EDMC shall pay to the Concessionaire by way of Termination Payment an amount equal to 90% e.g. if fifty percent (ninety per cent50%) of the Debt Due less insurance claims, if any, provided, however, that if all or any of subject space is re-leased and the insurance claims are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD. conditions is clauses (i) If the Agreement is terminated due through (iii) are satisfied with respect to EDMC Event of Defaultsuch space, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% then fifty percent (one hundred and fifty per cent50%) of the equity subscribed in cash and actually spent on the Project subject to a maximum remaining amount of the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire funds impounded for such space shall be subject disbursed). Notwithstanding the foregoing, Permitted REIT Distributions shall have priority over the requirement to a maximum of Project Capital Outlay as defined deposit such funds in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till dateany impound account. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.

Termination Payments. Upon Termination On the first Payment Date on or after the earlier of this Agreement, the Concessionaire shall be entitled to receive Termination Payment as under; (a) the last day of the Related Month in which the Repurchase Price with respect to any Program Vehicle that is an Acquired Vehicle is received by the applicable Lessee, the Lessor, the Master Collateral Agent or the Trustee by deposit into the Series 1997 Collection Account (provided that, if for any reason the Termination occurs prior Repurchase Price has been received directly by a Lessee, then to the CODextent that such Repurchase Price has not theretofore been deposited in the Series 1997 Collection Account, then EDMC it shall be deemed "received" for purposes of this Section 12.3 no later than the second Business Day thereafter) and (b) the thirtieth (30th) day after the expiration of the Repurchase Period for such Acquired Vehicle that has not been redesignated as a Non-Program Vehicle pursuant to Section 14, the applicable Lessee shall pay to the ConcessionaireLessor in respect of such Acquired Vehicle any Excess Damage Charges, Excess Mileage Charges, Missing Equipment Charges, early turnback surcharges and any other similar charges and penalties (collectively a "Program Vehicle Termination Payments equivalent Payment") as determined by the Manufacturer or its agent in accordance with the applicable Manufacturer Program. Upon the request of the Lessor, on the first Payment Date on or after the earlier of (x) the last day of the Related Month in which Disposition Proceeds from the sale or other disposition of an Acquired Vehicle that is a NonProgram Vehicle, but is not a Casualty, are received by the applicable Lessee, the Lessor, the Master Collateral Agent or the Trustee by deposit into the Series 1997 Collection Account (provided that, if for any reason the Repurchase Price has been received directly by a Lessee, then to the aggregate Development Costs incurred by Concessionaireextent that such Repurchase Price has not theretofore been deposited in the Series 1997 Collection Account, and it shall be deemed "received" for purposes of this Section 12.3 no later than the second Business Day thereafter) and (by) Upon Termination by EDMC the thirtieth (30th) day after the date on account of occurrence of Concessionaire Event of Default during which the Operations PeriodNon-Program Maximum Term for such Vehicle expires, the EDMC applicable Lessee shall pay to the Concessionaire by way of Termination Payment Lessor an amount (a "Non-Program Vehicle Termination Payment") equal to 90% the product of (ninety per centA) the sum of the Debt Due less insurance claimsall Program Vehicle Termination Payments due on such Payment Date, if any, provided, however, that if all or any of the insurance claims are not admitted and paid, then 80% multiplied by (eighty per centB) of such unpaid claims shall qualify for being included in the computation of Debt Due. For the avoidance of doubta fraction, the Concessionaire hereby acknowledges numerator of which is the number of Series 1997 Vehicles that no are Non-Program Vehicles leased under this Lease during the Related Month and the denominator of which is the number of Series 1997 Vehicles that are Program Vehicles leased under this Lease during the Related Month (Program Vehicle Termination Payment Payments and NonProgram Vehicle Termination Payments, collectively, "Termination Payments). If a Vehicle's age is unknown as of its Vehicle Lease Commencement Date, such age (in months) shall be due or payable on account the lesser of a Concessionaire Default occurring prior to COD. (i) If the Agreement is terminated due to EDMC Event number obtained by dividing the number of Default, the Concessionaire shall receive from EDMC, Termination Payment equal to a) Debt Due; and b) 150% (one hundred and fifty per cent) of the equity subscribed in cash and actually spent miles on the Project subject to a maximum odometer of such Vehicle at the sum of Project Capital Outlay and Upfront Payment. c) Provided that the total Termination Payment received by the Concessionaire shall be subject to a maximum of Project Capital Outlay as defined in Appendix 3 of the RFP document plus the total Concession Fees and the Upfront Payment paid by the Concessionaire to EDMC till date. (ii) Provided that EDMC shall be entitled to deduct from the Termination Payment any amount due and recoverable under this Agreement by EDMC, from the Concessionaire as on the Termination Date.Vehicle