Common use of Term Termination Clause in Contracts

Term Termination. (52) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until become effective on the date that is hereof and, unless sooner terminated as provided herein, shall continue for an initial term ending March 31, 1999 and thereafter will renew automatically for additional one (1) year after the date hereofterms unless notice is given 90 days prior to expiration of any such extended term. In addition to, and thereafter on each anniversary notwithstanding the forgoing, this Agreement is terminable as to the Trust by the Company upon the happening of such date deemed renewed automatically each year for an additional one-year period unless any of the following events: (i) a majority consisting the Company's Management Agreement with the Trust is terminated for any reason; (ii) the Company decides to "internalize" the administration services provided by the Administrator hereunder provided that the Company provides the Administrator with 180 days' prior notice thereof; (iii) at any time during the term of at least two-thirds this Agreement the employees of the Independent Directors Administrator who are primarily responsible for providing the services to the Company are not reasonably satisfactory to the Company and the Administrator does not replace any such employee(s) within 45 days from receipt of Notice from the Company requesting replacement; or a simple majority (iv) failure of the holders Administrator to perform its obligations hereunder which failure (a) has a material adverse effect on the Company and/or the Trust and (b) is not cured (such cure shall include the payment of outstanding shares of Common Stock of losses and expenses, if any, incurred by the Company) by the Administrator within thirty (30) days following its receipt of Notice thereof from the Company. In the event of any termination of this Agreement other than following a breach of this Agreement by the Administrator, agree that there has been unsatisfactory performance that is materially detrimental the Company shall reimburse the Administrator for its reasonable costs and expenses relative to the movement of files and conversion of records to the Company or (ii) a simple majority of any agent designated thereby. Notwithstanding the Independent Directors agree that foregoing, if this Agreement is terminated by the Management Fee payable Company due to the Manager is unfair; providedAdministrator's failure to perform its obligations hereunder, that the Administrator shall pay and be responsible for all costs of converting records and files to the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of or any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Noticeagent designated thereby.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until through December 31, 2012 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period unless term each anniversary date thereafter (i) a majority consisting “Renewal Term”). With respect to the end of the Initial Term or any Renewal Term, this Agreement may be terminated by the Company annually upon the affirmative vote of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been common stock (other than those shares held by BAM or its Affiliates) based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or its Subsidiaries or (ii) a simple majority of the Independent Directors agree Company’s determination that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. The Company may not terminate this Agreement without cause prior to the end of the Initial Term. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within forty-five (or other compensation structure45) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until Unless this Agreement is terminated earlier for cause in accordance with its termsSection 14 below, this Agreement shall be in effect until March 31, 2020 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting previously terminated as provided below. Following the Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors or based on a simple majority of the holders of outstanding shares of Common Stock of the Company, agree determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfair; provided, unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) 13 and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. Notwithstanding anything in this paragraph (a) or this Agreement to the contrary, termination of this Agreement shall only occur for the reasons set forth in the second sentence of this paragraph (a) and in Section 14. The parties agree that currently, and since the initial effective date of this Agreement, it is and has been the intention of the parties that if the Agreement is not terminated in the manner set forth in paragraph (a) above or Section 14, then the Company and the Manager (or the equity owners of the Manager) shall effect an Internalization Transaction pursuant to Section 17, whether at the end of the Initial Term or any Renewal Term.

Term Termination. (52) Until this Agreement is terminated in accordance with its terms, 2.1 Employee's employment under this Agreement shall be in effect until commence on the date that is Effective Date and shall end on the earlier of: (i) the death or disability (as defined herein) of the Employee, (ii) termination of Employee's employment with cause (as defined herein); (iii) termination of Employee's employment without cause by the Company or the Employee upon one (1) year after month prior written notice; and (iv) May 5, 2002 (the date hereof"Initial Term"); provided, and thereafter on each anniversary however that at the end of such date deemed renewed automatically each year the Initial Term the Company may, in its sole discretion upon the decision of its board of directors, extend or renew this Agreement for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice twelve months (the "Termination NoticeAdditional Term") of the Company's intention not to renew this Agreement based upon on the terms and conditions set forth in this Section 13(aherein, including without limitation, the Gross Salary payable hereunder, on at least two (2) of this Agreement not less than 60 days weeks written notice to the Employee, prior to the scheduled expiration of the then existing termInitial Term. If Within five (5) business days' of Employee's receipt of the notice to extend or renew for the Additional Term, Employee shall notify the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date in writing of acceptance or rejection of the noticerenewal or extension; Employee's failure to so respond within the designated period shall be deemed to be a rejection. Notwithstanding the foregoing, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice Company or Employee shall have terminated this Agreement without cause, upon the request of the Company the Employee shall vacate his position and the Company's premises (if applicable) on a date specified by the Company which is given earlier than the end of the notice period specified in connection with a determination that (iii) above upon payment to Employee, in one lump sum on the compensation payable to the Manager is unfaireffective date of termination, the Manager shall have amount of Gross Salary payable under Section 3 from the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice effective date of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following until the end of such 30 day period notice period, less required deductions for state and (B) the Effective Termination Date originally set forth in the Termination Noticefederal withholding tax, social security and other employee taxes.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and thereafter on each third anniversary of such date deemed completion of the Listing (the “Initial Term”) and shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of at least two-thirds of the outstanding shares of Common Stock of (other than those shares held by certain parties related to the Company, including the Company’s members, principals, employees and affiliates) agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Advisor hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager Advisor prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager Advisor shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager Advisor is unfair, the Manager Advisor shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Manager Advisor under this Agreement. Provided , provided that the Manager Advisor and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Advisor hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager Advisor are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Advisor during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2008 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, however, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52) Until Unless earlier terminated under this Section 4, this Agreement is terminated in accordance with its termsand the status and obligations of Employee thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending on the first anniversary of the Effective Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall be in effect until the date that is automatically renew for successive one (1) year after terms (each a “Renewal Term” and, collectively with all Renewal Terms and the date hereofInitial Term, and thereafter on each anniversary the “Term”) unless, following the Initial Term, either party gives thirty (30) days’ advance written notice of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects its intention not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case conclusion of the initial term hereof) term as set forth abovenext Renewal Term. Termination of this Agreement shall not, in any event, affect any rights that Employee may have been specifically granted to Employee by the Company shall deliver Board of Directors or a designated committee thereof pursuant to the Manager prior written notice (the "Termination Notice") any of the Company's intention not to renew this Agreement based upon ’s retirement plans, supplementary retirement plans, profit sharing and savings plans, healthcare, 401(k) any other employee benefit plans sponsored by the terms set forth in this Section 13(a) Company, it being understood that no such rights are granted hereunder. In addition, notwithstanding the expiry or termination of this Agreement not less than 60 days prior pursuant to this Section 4 or otherwise, Employee’s rights and obligations under Sections 5 through 14 inclusive of this Agreement shall survive the termination or expiration of this Agreement in accordance with the terms of such Sections. It is agreed that a condition to the expiration payment of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services any severence amount or post-termination benefit called for under this Agreement and this Agreement or otherwise shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to be: (i) the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, ’s concurrent receipt of a "Notice general release of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, all claims against the Company and its affiliates by Employee in the Manager shall endeavor form reasonably acceptable to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period Employee and (Bii) that all such payments shall comply with Section 409A of the Effective Termination Date originally set forth in the Termination NoticeInternal Revenue Code of 1986, as amended, and all regulations prmulgated thereunder.

Term Termination. (52) Until The term of this Agreement is terminated in accordance with its terms, this Agreement ("Term") shall be in effect commence on the Effective Date and shall continue until the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds earlier to occur of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental following: (i) Click to the Company or enter contract expiration date; (ii) a simple majority full and complete delivery of the Independent Directors agree that the Management Fee payable Services to the Manager is unfairsatisfaction of Xxxxx; provided, that (iii) termination pursuant to the Company shall not have the right to terminate terms of any section of this Agreement under clause (iiincluding, this section); (iv) foregoing if the Manager agrees termination by Xxxxx without cause, upon thirty (30) days' written notice to continue Contractor; (v) termination by Xxxxx pursuant to provide the services under this Agreement at a fee that the Independent Directors have determined material breach by Contractor, which breach has not been cured to be fair. If the Company elects not Xxxxx’x satisfaction within thirty (30) days subsequent to renew this Agreement at the expiration written notice of any such one-year breach from Xxxxx; or (or partial-year term in the case vi) termination by mutual agreement of the initial term hereof) term as set forth aboveParties. Upon any termination of this Agreement, Contractor shall cease its performance related to the Company Services and shall deliver to the Manager prior written notice Xxxxx all of Xxxxx'x proprietary information (the "Termination Notice"including, Confidential Information) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a(as defined herein), or Work Product (as defined herein) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew used or generated under this Agreement, and such Services in progress or completed Services as Xxxxx may request. Any cancellation or termination by Xxxxx whether for default or otherwise, shall be without prejudice to any claims or damages or other rights of Xxxxx against Contractor. To the Company extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall designate refund to Xxxxx a prorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the date (the "Effective Termination Date")extent any Fees have been accrued but unpaid by Xxxxx, not less than 60 days from the date of the notice, on which the Manager Brown shall cease to provide services under this Agreement and this Agreement shall terminate on pay Contractor such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than Fees within forty-five (45) days prior of termination. In addition to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated termination rights set forth in this Agreement, except that if Contractor (a) fails to deliver the Management Fee shall be Services as specified in this Agreement or fails to make progress so as to endanger performance of the revised Management Fee Services; (or b) fails to perform any other compensation structure) then agreed upon by the parties to provision of this Agreement. The Company and ; (c) becomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; or (d) is purchased by another company (regardless of the Manager agree to execute and deliver an amendment to form of such transaction), then in each case Xxxxx may terminate the whole or any part of this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Noticeimmediately without any liability.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2007 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this This Agreement is terminated shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders, (ii) the payment in full of the Notes, and the satisfaction and discharge of the Indenture in accordance with its terms, respective terms or (iii) the early termination of this Agreement shall be in effect until the date that is one accordance with Section 12(b), (1c) year after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (iid) a simple majority of the Independent Directors agree that the Management Fee payable or Section 14 hereof (subject, in all cases, to the Manager is unfair; provided, that the Company shall not have the right Section 12(f)). (b) Subject only to terminate this Agreement under clause (iic) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth abovebelow, the Company shall deliver to the Collateral Manager may resign, upon 90 days’ prior written notice (or such shorter notice as to which the "Termination Notice"Issuer agrees) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this AgreementIssuer, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Trustee and this Agreement shall terminate on such dateeach Applicable Rating Agency; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Collateral Manager shall have the right to renegotiate resign immediately upon the Management Fee effectiveness of any material change in applicable law or regulation which renders the performance by delivering the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation. (c) Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager, for cause or without cause, shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”). (d) Upon any resignation of the Collateral Manager or any removal under Section 14 that is to take place while any of the Notes are Outstanding, the Issuer at the direction of a Majority of the Subordinated Notes (or in the case of removal for Cause of the Collateral Manager, if all of the Subordinated Notes consist of Collateral Manager Notes, a Majority of the most senior Class of Notes that is not comprised entirely of Collateral Manager Notes) will, with notice to each Applicable Rating Agency (with a copy to the Companyoutgoing Collateral Manager), no fewer than forty-five appoint as a replacement Collateral Manager an institution that (45i) days prior has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to act as Collateral Manager hereunder, as successor to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation Collateral Manager under this AgreementAgreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, 17 (iii) does not result in either of the Co-Issuers becoming, or require the pool of collateral to be registered as, an investment company under the Investment Company Act and (iv) does not cause the Issuer to be subject to U.S. federal income tax with respect to its net income. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised No compensation payable to such a successor from payments on the Assets shall be greater than that permitted to the Collateral Manager under this AgreementAgreement without the prior written consent of a Majority of each Class of Notes, voting separately by Class. Provided that Upon expiration of the applicable notice periods with respect to termination specified herein, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any person or entity pass to and be vested in the successor institution upon the acceptance by such institution of its appointment hereunder. The Issuer, the Trustee, the outgoing Collateral Manager and the Company agree successor collateral manager shall take such action consistent with this Agreement and the terms of the Indenture as shall be necessary to effect any such succession. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of any law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, the Collateral Manager shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment, notice of such appointment is provided to each Applicable Rating Agency and without the consent of any Holder. (e) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (g) below. (f) If Barings BDC resigns or is removed as Collateral Manager hereunder, within 30 days after the date on which a successor Collateral Manager (so long as such successor Collateral Manager is not an Affiliate of Barings BDC) has assumed the duties and obligations of the Collateral Manager hereunder, the Issuer will, and will cause the Co-Issuer to, change its name to remove any reference to “Barings.” (g) Collateral Manager Notes will be disregarded and deemed not to be Outstanding with respect to a revised Management Fee vote to (or other compensation structurei) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in terminate this Agreement, except that (ii) remove or replace the Collateral Manager, (iii) approve a successor collateral manager, if the Collateral Manager is being terminated for Cause pursuant to Section 14 or (iv) waive an event constituting Cause under Section 14 as a basis for termination of the Collateral Management Fee Agreement or removal of the Collateral Manager. For all other purposes, the voting rights of the Collateral Manager Notes will not be restricted. (h) Sections 6, 8(d), 10, 21, 22, 23 and 28, insofar as they relate to the period ending with the termination of this Agreement, and Sections 8(e), 12(h), 15, 17, 24 and 25 shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties survive any termination of this Agreement pursuant to this AgreementSection 12 or Section 14. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice18 Section 13.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until , 2011 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, common stock (other than those shares held by MFA or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2012 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree determination that the Management Fee compensation payable to the Manager under this Agreement is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a14(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that If the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company Company, the TRS and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company Company, the TRS and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until November 26, 2016 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock common stock (other than those shares held by members of the Company, ’s senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until the date that is one (1) year after third anniversary of the date hereof, hereof (the “Initial Term”) and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries (which has remained uncured for 60 days after written notice by the Independent Directors thereof) or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determine to be fairfair pursuant to the procedure set forth below. If The Company may exercise the Company elects foregoing option to elect not to renew this Agreement at agreement upon the expiration of the Initial Term or any such one-year (Renewal Term if it, or partial-year term in the case Independent Directors, give 180 days’ prior written notice of the initial term hereofnon-renewal to the Manager (the “Termination Notice”) term as set forth only for the reasons described in clauses (i) and (ii) above, and if the Company so elects to issue the Termination Notice, the Company shall deliver be obligated to (i) specify the reason for non-renewal in the Termination Notice and (ii) pay the Manager prior written notice (the "Termination Notice") Fee before or on the last day of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) last term of this Agreement not less than 60 days prior to (whether that is the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date Initial Term or a Renewal Term) (the "“Effective Termination Date"”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that that, in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that If the Manager (acting in accordance with the Manager LLC Agreement) and more than two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be revised in accordance with the revised Management Fee (or other compensation structure) then agreed upon by agreement of the parties to this Agreement. The Company and the Manager (acting in accordance with the Manager LLC Agreement) agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree during the 60 day period to a the terms of the revised Management Fee during such 30 day periodcompensation to be payable to the Manager, this Agreement shall terminate, such termination to be effective terminate on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) three-year after the date hereof, and thereafter on each anniversary of such date deemed the closing of the Initial Public Offering (the “Initial Term”) and shall be automatically renewed automatically each year for an additional a one-year period unless term each anniversary date thereafter (i) a majority consisting of at least two-thirds “Renewal Term”). The Independent Directors will review the Manager’s performance and the Base Management Fee and Incentive Fee annually and, following the Initial Term, this Agreement may be terminated annually upon the unanimous affirmative vote of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree if they determine that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a14(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is The Employment Period shall commence upon the date first set out above and shall continue until terminated in accordance with its termsthe provisions of this agreement; provided, that, (i) the Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) days’ prior written notice) or Disability, (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that any such termination without Cause becomes effective), and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of the definition of “Cause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (provided that Executive shall be permitted to withdraw such notice at any time prior to such sixth (6th) day). At the end of the initial term, this Agreement shall be in effect until the date that is automatically renew for an additional one (1) year after the date hereofterms, and thereafter on each anniversary unless either party provides notice of such date deemed renewed automatically each year for an additional onenon-year period unless (i) a majority consisting of renewal at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or sixty (ii60) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing such initial term or any renewal term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until July 27, 2014 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52) Until Unless terminated pursuant to the terms of this Agreement is terminated in accordance with its termsSection 6, the term of this Agreement shall be in effect until through July 5, 2017. This Agreement and the forbearance and other obligations of the parties hereunder shall terminate automatically upon the occurrence of: (i) the Lessee fails to pay the Minimum Rent (other than the Deferred Portion of the Minimum Rent) on the date it is first due in accordance with the Master Lease (other than the failure to pay the Minimum Rent due on April 3, 2017; provided that the Minimum Rent due on April 3, 2017 (other than the Deferred Portion of the Minimum Rent) is one (1) year after paid on the date hereof, and thereafter on each anniversary ); (ii) the Lessee fails to comply with its obligations under Section 5 hereof; (iii) there is an Event of such date deemed renewed automatically each year for an additional one-year period unless Default under the Master Lease (other than as set forth in clause (i) a majority consisting of at least two-thirds hereof or Section 2 hereof); (iv) the Lessee, the Company or any subsidiary of the Independent Directors Company has been adjudicated bankrupt or a simple majority insolvent, has failed to vacate an involuntary bankruptcy or reorganization petition within sixty days of the holders date of outstanding shares such filing, files such a petition on a voluntary basis, fails to vacate the appointment of Common Stock a receiver or trustee for it or for a substantial portion of its assets within sixty days of such appointment, makes a voluntary assignment for the benefit of its creditors or ceases to do business as a going concern; (v) there is a default or event of default under the Credit Agreement, dated as of April 6, 2011, among Manor Care, Inc., HCR Healthcare, LLC, the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and the lenders thereunder accelerate maturity of the obligations thereunder; (vi) there is a material change in the senior management of the Company, agree that ; (vii) there has been unsatisfactory performance that is materially detrimental to an Event of Default under the Secured Note; (viii) (A) the Company or (ii) a simple majority and Lessee fail to comply, in any material respect, with their obligations under Section 4 of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement as determined reasonably and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager by QCP, and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) failure continues for ten (10) days following the end Business Days after receipt of written notice from Lessor of such 30 day period failure and (B) QCP provides written notice to HCR on or after June 1, 2017, that it is terminating this Agreement due to the Effective Termination Date originally set forth failure of Company and Lessee to comply, in any material respect, with their obligations under Section 4 of this Agreement or (ix) Lessee fails to deliver to the Termination NoticeLessor the Auditor’s Consent on or before April 10, 2017. The Company or the Lessee may terminate this Agreement at any time upon the occurrence of any material breach of this Agreement by QCP or the Lessor.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2008 (the date that is one (1"Initial Term") year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a "Renewal Term") unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement (A) shall be in effect until December 31, 2008 (the date that is one (1) year after the date hereof“Initial Term”), and thereafter on each anniversary of such date deemed (B) shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that not to automatically renew because there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five sixty (4560) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within sixty (or other compensation structure60) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 sixty (60) day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 sixty (60) day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2006 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until September 29, 2012 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2008 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2020 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting previously terminated as provided below. Following the Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors or based on a simple majority of the holders of outstanding shares of Common Stock of the Company, agree determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfair; provided, unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2020 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless (i) a majority consisting previously terminated as provided below. Following the Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors or based on a simple majority of the holders of outstanding shares of Common Stock of the Company, agree determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager is unfairunfair to the Company and the Subsidiaries; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2010 (the date that is one (1"INITIAL TERM") year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a "RENEWAL TERM") unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, common stock (other than those shares held by Annaly or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, PROVIDED that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination NoticeTERMINATION NOTICE") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination DateEFFECTIVE TERMINATION DATE"), not less than 60 one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; providedPROVIDED, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to NOTICE OF PROPOSAL TO Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee compensation to be payable to the Manager within forty-five (or other compensation structure45) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.this

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this This Agreement shall be in effect until three years from the date that is one of completion of the Initial Public Offering (1the “Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or Board of Directors, including a simple majority of the holders of outstanding shares of Common Stock of the CompanyIndependent Directors, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Board of Directors, including a majority of the Independent Directors have determined Directors, determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at upon the expiration of the Initial Term or any such one-year Renewal Term pursuant to the preceding sentence upon at least 180 days’ prior written notice to the Manager (or partial-year term in the case of “Termination Notice”). If the initial term hereof) term as set forth aboveCompany issues the Termination Notice, the Company shall deliver be obligated to (i) specify the Manager prior written notice reason for nonrenewal in the Termination Notice (the "Termination Notice"pursuant to either clause (i) or (ii) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) first sentence of this Agreement not less than 60 days prior to paragraph) and (ii) pay the expiration Manager the Termination Fee on or before the last day of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date Initial Term or Renewal Term (the "“Effective Termination Date"”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. ThereuponUpon receipt by the Company of a Notice of Proposal to Negotiate, the Company Board of Directors, including a majority of the Independent Directors, and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least a majority of the Company Board of Directors, including a majority of the Independent Directors, agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 30 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until February 3, 2008 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period 14 term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority two-thirds of the holders of outstanding shares of Common Stock of the Company, agree Units have determined by resolution that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company Company, any Subsidiary or any Additional Party, in which case this Agreement shall terminate as to such entity and not as to any other entity or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under this clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. The LP Agreement shall provide that the incentive allocation provisions thereof shall terminate to the same extent and at the same time as this Agreement is terminated in accordance with the terms hereof. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfairunder clause (ii) above, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that If the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [—], 2012 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until _______ ___, 2015 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock common stock (other than those shares held by members of the Company, ’s senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing termany such termination. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided ; provided that if the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement The Employment Period shall end on the third (3rd) anniversary of the Effective Date; provided, that, (i) the Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) days’ prior written notice) or Disability, (ii) the Employment Period may be terminated by the Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that any such termination without Cause becomes effective), and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of the definition of “Cause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is terminated delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in accordance the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with its termswritten notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (provided that Executive shall be permitted to withdraw such notice at any time prior to such sixth (6th) day). At the end of the initial term, this Agreement shall be in effect until the date that is automatically renew for additional one (1) year after the date hereofterms, and thereafter on each anniversary unless either party provides notice of such date deemed renewed automatically each year for an additional onenon-year period unless (i) a majority consisting of renewal at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or sixty (ii60) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing such initial term or any renewal term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this This Agreement is shall commence on the Effective Date and shall continue in full force and effect until December 31, 2007, unless earlier terminated in accordance with its terms, the other provisions of this Agreement Agreement. Customer shall be in effect until the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not also have the right to terminate this Agreement under clause (ii) foregoing if and the Manager agrees Program with immediate effect, upon notice to continue to provide Laureate, upon the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration occurrence of any such one-year (or partial-year term in the case of the initial term hereofevents specified in Section 2(b), Section 6(b), Section 8(b) term as set forth (Modification initiated by Laureate), or Section 15(a), in which event Laureate shall immediately cease performance hereunder, and upon presentation by Laureate to Customer ***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. of a final invoice for non-cancelable obligations and other payments then due in accordance with Appendix 7 for services already provided pursuant to the Scope (the “Final Invoice”), Customer will, within thirty (30) days after receipt of the Final Invoice, pay to Laureate those amounts invoiced for non-cancelable obligations incurred by Laureate prior to Customer’s notice of termination, it being understood and agreed that Customer shall have no further payment obligation to Laureate hereunder and that Customer may, at its option, apply any amounts advanced to Laureate but not applied to the payment of such non-cancelable obligations, if any; and provided further that Laureate shall refund to Customer the balance of any advance(s) not then applied. Additionally, (i) up until ten (10) business days after *** in accordance with Section ***, above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager Customer shall have the right to renegotiate terminate this Agreement for any reason, effective ***, and (ii) after *** in accordance with Section ***, above, Customer shall have the Management Fee right to terminate this Agreement for any reason and at any time prior to completion of the Program by delivering to the Company, no fewer than forty-five giving ninety (4590) days prior to the prospective Effective Termination Date, written notice (to Laureate, in which event Laureate shall comply with such notice and terminate work on the Program as soon as practicable, and use its commercially reasonable efforts to complete all activities underway and reduce cost to Customer, and ***. For purposes of clarification, *** is applicable for any such notice, a "Notice early termination of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force except for terminations made pursuant to Section ***, Section ***, Section ***, and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination NoticeSection ***.

Term Termination. (52Notwithstanding any provision(s) Until in this Agreement is terminated in accordance to the contrary, Employee’s employment with its terms, this Agreement the Company shall be on an “at will” basis, meaning that either party hereto may terminate the Employee’s employment with the Company at any time and for any reason; provided, that, the terminating party provides at least sixty (60) days advance written notice. Upon termination of Employee’s employment hereunder for any reason whatsoever, all obligations of the Company hereunder shall cease upon such termination, except (a) its obligation to pay the base salary set forth in effect until Section 3 through the date that is one (1) year after of such termination prorated through the date hereofof such termination, and thereafter on each anniversary (b) its obligations to provide the benefits set forth in Section 6 through the date of such date deemed renewed automatically each year termination and to comply with any and all state and federal laws and regulations applying to such benefits. In addition to the foregoing, in the event of a termination of Employee’s employment with the Company for any reason other than for cause (as defined below) or the resignation of Employee, in addition to the other obligations payable to Employee pursuant to the preceding sentence, Employee shall be entitled to receive as severance hereunder his base salary for an additional one-year period unless sixty (i60) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of termination. For purposes hereof the noticeterm “cause” shall mean: (i) the Employee’s theft or falsification of any the Company’s documents or records; (ii) the Employee’s improper use or disclosure of the Company’s Confidential Information; (iii) any action by the Employee which has a detrimental effect on the Company’s reputation or business; (iv) the Employee’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, on which and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Manager shall cease to provide services under this Agreement Employee of any agreement between the Employee and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable Company related to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to Employee’s employment with the Company, no fewer than forty-five (45) days prior which breach is not cured pursuant to the prospective Effective Termination Date, written notice terms of such agreement; or (vi) the Employee’s conviction (including any such notice, a "Notice plea of Proposal to Negotiate"guilty or nolo contendere) of its intention any felony or criminal act involving moral turpitude which impairs the Employee’s ability to renegotiate its compensation under this Agreement. Thereupon, perform his or her duties with the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination NoticeCompany.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be remained in effect until September 29, 2012 (the date that is one (1“Initial Term”) and shall be automatically renewed for a one-year after the date hereof, and thereafter term on each anniversary of such date deemed renewed automatically each year for an additional one-year period thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfairunfair to any of the Company Parties; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the The Company elects may elect not to renew this Agreement at upon the expiration of the Initial Term or any such one-year Renewal Term upon at least 180 days’ prior written notice to the Manager (or partial-year term in the case of “Termination Notice”). If the initial term hereof) term as set forth aboveCompany issues the Termination Notice, the Company shall deliver be obligated to (i) specify the Manager prior written notice reason for nonrenewal in the Termination Notice (the "Termination Notice"pursuant to either clause (i) or (ii) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) first sentence of this Agreement not less than 60 days prior to paragraph) and (ii) pay the expiration Manager the Termination Fee on or before the last day of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date Initial Term or Renewal Term (the "“Effective Termination Date"”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. ThereuponUpon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 60-day period, this Agreement shall terminate, such termination to be effective on the date which that is the later of (A) ten (10) 10 days following the end of such 30 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ], 2012 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock common stock (other than those shares held by members of the Company, ’s senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until December 31, 2008 (the date that is one (1“Initial Team”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52) Until The term of this Agreement is terminated ("Term") shall commence on the Effective Date and shall continue until the earlier to occur of the following: (i)Click or tap to enter contract expiration date; (ii) full and complete delivery of the Services to the satisfaction of Xxxxx; (iii) termination pursuant to the terms of any section of this Agreement (including, this section); (iv) termination by Xxxxx without cause, upon thirty (30) days' written notice to Contractor; (v) termination by Brown or Contractor pursuant to a material breach by the other Party, which breach has not been cured to the non-breaching Party’s satisfaction within thirty (30) days subsequent to written notice of such breach from Brown or Contractor, as applicable; or (vi) termination by mutual agreement of the Parties. Upon any termination of this Agreement, Contractor shall cease its performance related to the Services and shall deliver to Brown all of Xxxxx'x proprietary information (including, Confidential Information) (as defined herein), or Work Product (as defined herein) used or generated under this Agreement, and such Services in progress or completed Services as Brown may request. Any cancellation or termination by Brown or Contractor, whether for default or otherwise in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and thereafter on each anniversary provisions of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of any such one-year (or partial-year term in the case of the initial term hereof) term as set forth above, the Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, shall be without prejudice to any claims or damages or other rights by the Company applicable Party. To the extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall designate refund to Xxxxx a prorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the date (the "Effective Termination Date")extent any Fees have been accrued but unpaid by Xxxxx, not less than 60 days from the date of the notice, on which the Manager Brown shall cease to provide services under this Agreement and this Agreement shall terminate on pay Contractor such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than Fees within forty-five (45) days prior of termination. In addition to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated termination rights set forth in this Agreement, except that if Contractor (a) fails to deliver the Management Fee shall be Services as specified in this Agreement or fails to make progress so as to endanger performance of the revised Management Fee Services; (or b) fails to perform any other compensation structure) then agreed upon by the parties to provision of this Agreement. The Company and ; (c) becomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; or (d) is purchased by another company (regardless of the Manager agree to execute and deliver an amendment to form of such transaction), then in each case Brown may terminate the whole or any part of this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Noticeimmediately without any liability.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ , 2027] (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, (as defined herein) agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the Company or (iiy) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Asset Manager hereunder is unfairunreasonable; provided, provided that the Company shall not have the right to terminate this Agreement under clause (iiy) foregoing above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairreasonable pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the "“Termination Notice"”) of the Company's Terminating Party’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a10(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company Terminating Party so elects not to renew this Agreement, the Company Terminating Party shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Asset Manager is unfair, the Asset Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.prospective

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until March 31, 2009 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term on that date and each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or the holders of at least a simple majority of the holders of outstanding shares of Common Stock of the Company, Shares agree that not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) extension term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (52a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ], 2014 (the date that is one (1“Initial Term”) year after the date hereof, and thereafter on each anniversary of such date deemed shall be automatically renewed automatically each year for an additional a one-year period term each anniversary date thereafter (a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the Independent Directors agree that the Management Fee compensation payable to the Manager hereunder is unfair; provided, provided that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors have determined determines to be fairfair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year (or partial-year term in the case of the initial term hereof) term Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the "“Termination Notice"”) of the Company's ’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement not less than 60 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "“Effective Termination Date"”), not less than 60 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee such compensation by delivering to the Company, no fewer than forty-five (45) 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "“Notice of Proposal to Negotiate"”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Company Independent Directors agree to a the terms of the revised Management Fee (or other compensation structure) to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the Management Fee compensation payable to the Manager hereunder shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a the terms of the revised Management Fee compensation to be payable to the Manager during such 30 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) 10 days following the end of such 30 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.