Common use of Early Termination Clause in Contracts

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If RECEIVING PARTY wishes to terminate a Triggering Event Corporate Service (defined or a portion thereof) on a date that is earlier than the Termination Date, RECEIVING PARTY shall provide written notice (the “Termination Notice”) to PROVIDING PARTY of a proposed termination date for such Corporate Service (or portion thereof), at least ninety (90) days prior to such proposed termination date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY (the “Termination Dispute Notice”) in the event that PROVIDING PARTY believes in good faith that, notwithstanding PROVIDING PARTY using its commercially reasonable efforts, the requested termination will have a material adverse impact on other Corporate Services and the scope of such adverse impact. In such event, the Parties will resolve the dispute in accordance with Section 4.21.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based on the standards set forth above, within ten (10) occurs days of the date on which the Termination Notice was received, then, effective on the termination date proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service (or portion thereof) shall be discontinued (thereafter, a “Discontinued Corporate Service”) and deemed deleted from the Scheduled Services to be provided hereunder and thereafter, this Agreement shall be of no further force and effect with respect to either Party at any time during the term of this AgreementDiscontinued Corporate Service (or portion thereof), the other Party (the "Notifying Party") may (i) upon two Business Days written notice except as to obligations accrued prior to the first Party, which notice shall be given no later than 60 Days after the discovery date of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect discontinuation of such Transactions; provided, upon Corporate Service (or portion thereof). Upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursDiscontinued Corporate Service, the Notifying Party Parties shall promptly update Schedule 1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be adjusted in good faith calculate accordance therewith and the provisions of Article III. Notwithstanding anything to the contrary contained herein, at any time that employees of PROVIDING PARTY or its damagesSubsidiaries or Affiliates move to a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an “Employee Shift”), including its associated costs and attorneys' fees, resulting from the termination a proportional portion of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Corporate Service shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determinationdeemed automatically terminated. If a Termination Payment Corporate Service, or portion thereof, is owed to the Notifying Partyterminated as a result of an Employee Shift, the Affected Party then such termination shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation take effect as of the Termination Paymentdate of the Employee Shift, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment adjustment in Corporate Service Fees shall be due and payable within three Days after also take effect as of the award. If a Triggering Event occurs, date of the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Employee Shift.

Early Termination. If (a) Either Party, in addition to any other rights and remedies hereunder, shall have the right to terminate this Agreement as to all or any Portfolio or Fund upon the occurrence of either of the following events: (i) in the event that (A) the other Party ceases to carry on its business or (B) an action is commenced by or against the other Party under Title 11 of the United States Code or a Triggering Event receiver, conservator or similar officer is appointed for the other Party and such suit, conservatorship or receivership is not discharged within thirty (defined 30) days; or (ii) a failure by the other Party or its assigns to perform its duties in accordance with this Agreement, which failure materially adversely affects the business operations of the other Party and which failure continues for sixty (60) days after receipt from the first Party of written notice specifying such failure. (b) In addition to any other amounts that may be payable pursuant to this Section 4.2) occurs with respect to either Party at 12.3, upon any time during the term termination of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party Fund shall pay to the other Party all additional Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination. (c) In addition to the amounts payable by it set forth in sub-section (b), in the event that any Fund terminates the Agreement prior to the end of the Initial Term (except for termination pursuant to this AgreementSection 12.3(a)) then such Fund or Funds shall pay the Transfer Agent an amount equal to the average monthly fee paid by the terminating Funds to the Transfer Agent under the Agreement during the twelve (12) month period immediately prior to the date notice of termination is given to the Transfer Agent, but all such amounts shall be netted multiplied by the lesser of: (i) the months remaining in the Initial Term; or (ii) six (6) months, and aggregated with any Termination Payment payable hereundercalculated as set forth on the current Fee Schedule on the date notice of termination is given to the Transfer Agent. If the Affected Party disagrees with the calculation Also, effective as of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off first day of any or all amounts month in which the Affected Party owes to the Notifying Party Transfer Agent receives notice of such termination, all discounts of fees and charges or it Affiliates (fee concessions provided under this Agreement or otherwise) against any or all amounts which the Notifying Party owes shall cease and shall be recoverable retroactively to the Affected Party (either under this Agreement date such discount or otherwise)fee concession was first granted and the Fund shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the services.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect The Trust shall terminate by ----------------- the Trustee mailing notice of such termination to either Party the Owners of all Receipts then outstanding at least 30 days prior to the date set for termination if any time during of the term of this Agreement, the other Party (the "Notifying Party") may following occurs: (i) upon two Business Days The Trustee is notified that the Receipts are delisted from a national securities exchange and are not approved for listing on another national securities exchange within 5 business days of their delisting; (ii) Owners of at least 75% of the outstanding Receipts notify the Trustee that they elect to terminate the Trust; or (iii) 60 days shall have expired after the Trustee shall have delivered to the Initial Depositor and the Owners a written notice of its election to the first Party, which notice resign and a successor trustee shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it not have been appointed and this Agreement in respect thereof will terminate ("Early Termination Date") except accepted its appointment as provided in Section 8.45.4. (b) On and after the date of termination, the Owner of a Receipt will, upon (i) Surrender of such Receipt at the Corporate Trust Office of the Trustee, (ii) payment of the fee of the Trustee for the Surrender of Receipts referred to in Section 2.7, and (iiiii) withhold any payments due in respect of such Transactions; provided, upon the occurrence payment of any Triggering Event listed in item (iv) applicable taxes or charges, be entitled to Delivery, to him or upon his order, of Section 4.2 as it may apply the amount of Underlying Securities evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends or other distribution to the Owners thereof, and shall not give any partyfurther notices or perform any further acts under these Standard Terms or the applicable Depositary Trust Agreement, all Transactions except that the Trustee shall continue to collect dividends and this Agreement in respect thereof other distributions pertaining to Underlying Securities and hold the same uninvested and without liability for interest, shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except sell rights as provided in Section 8.4. If an Early Termination Date occursthese Standard Terms or the applicable Depositary Trust Agreement, and shall continue to deliver Underlying Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts Surrendered to the Trustee (after deducting or upon payment of, in each case, the Notifying Party fee of the Trustee set forth in 5.6 for the Surrender of Receipts, any expenses for the account of the Owner of such Receipts in accordance with the terms and conditions of the Depositary Trust Agreement, and any applicable taxes or charges). At any time after the expiration of one year following the date of termination, the Trustee may sell the Underlying Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which --- ---- have not theretofore been Surrendered, such Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale, the Trustee shall be discharged from all obligations under these Standard Terms with respect to the Receipts and the applicable Depositary Trust Agreement, except to account for such net proceeds and other cash (after deducting, in good faith calculate its damageseach case, including its associated costs the fee of the Trustee for the Surrender of Receipts, any fees of the Trustee due and attorneys' feesowing from the Owner of such Receipts pursuant to Section 5.6, resulting from any expenses for the account of the Owner of such Receipts in accordance with the terms and conditions of the Depositary Trust Agreement, and any applicable taxes or governmental charges). Upon the termination of the terminated Transactions (applicable Depositary Trust Agreement, the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Initial Depositor shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing discharged from all obligations under such Depositary Trust Agreement except for its determination. If a Termination Payment is owed obligations to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due Trustee under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Section 5.5.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect to either Party at At any time during after the term 25th anniversary of the date of this Agreement, IBGI may terminate this Agreement with the consent of the Audit Committee effective as of the Early Termination Date by paying to IBG Holdings the Early Termination Payment as provided in paragraph (c) below. Upon payment of the Early Termination Payment by IBGI, IBGI shall have no further payment obligations under this Agreement, other Party (the "Notifying Party") may than for any (i) upon two Business Days written notice Tax Benefit Payment agreed to the first Party, which notice shall be given no later than 60 Days after the discovery by IBGI and IBG Holdings as due and payable but unpaid as of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, Date and (ii) withhold any payments Tax Benefit Payment due in respect of such Transactions; provided, upon for the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Covered Taxable Year ending with or including the Early Termination Date had been immediately declared (except as provided to the extent that the amount described in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by clause (i) comparing or (ii) is included in the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to Early Termination Payment). (b) If IBGI intends to exercise its right of early termination, it shall first provide at least 60 days’ (but not more than 90 days’) prior written notice of its intention to exercise its termination rights with respect to this Agreement to IBG Holdings (the equivalent quantities and relevant market prices “Preliminary Termination Notice”); and, for the remaining next succeeding 30 days, IBG Holdings shall have the right to sell and exchange its interests in IBG LLC in accordance with the Exchange Agreement. To exercise its right of early termination under Section 4.02(a) above, within 60 days following the requisite Preliminary Termination Notice to IBG Holdings, IBGI shall deliver to IBG Holdings a notice (the “Early Termination Notice”) specifying IBGI’s intention to exercise its right of termination and showing in reasonable detail the calculation of the Early Termination Payment. At the time IBGI delivers the Early Termination Notice to IBG Holdings, IBGI shall (i) deliver to IBG Holdings schedules and work papers providing reasonable detail regarding the calculation of the Early Termination Payment, in a manner consistent with the definition of such term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each and an Advisory Firm Letter supporting such Transaction calculation and (ii) ascertaining allow IBG Holdings reasonable access to the associated costs appropriate representatives at IBGI, IBG LLC and attorneys' feesthe Advisory Firm in connection with its review of such calculation. To ascertain The calculation contained in such Early Termination Notice shall become final and binding on the market prices parties unless IBG Holdings, within 30 calendar days after receiving such calculation, provides IBGI with notice of a replacement contract material objection to such calculation made in good faith and in reasonable detail. If the Notifying Party may considerparties, among other valuationsnegotiating in good faith, any or all are unable to successfully resolve the issues raised in such calculation within 30 calendar days after such notice of material objection, IBGI, and IBG Holdings shall employ the Reconciliation Procedures. (c) Within forty-five (45) calendar days after the delivery to IBG Holdings of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party Early Termination Notice or ten (defined in Section 4.210) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed days after any amendment to the Notifying PartyEarly Termination Notice, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party IBGI shall pay to IBG Holdings an amount equal to the other Party all additional amounts payable Early Termination Payment. Such payment shall be made by it pursuant wire transfer of immediately available funds to a bank account designated by IBG Holdings. (d) For the avoidance of doubt, IBG Holdings shall not be entitled to cause an early termination of this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.422.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 22.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 10.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Nineteen.

Early Termination. If a Triggering Event (defined As of the Effective Time, notwithstanding anything to the contrary set forth in Section 4.2) occurs with respect to either Party at any time during the term of this Existing Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, only upon the occurrence of any Triggering Event listed of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) a determination by a majority of the Trust’s trustees who are not “interested persons” (as defined in item (ivSection 2(a)(19) of Section 4.2 as it may apply the 0000 Xxx) of a party to any partythe Agreement (the “Independent Trustees”), all Transactions and this Agreement in respect thereof shall automatically terminateafter consultation with outside counsel, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination that continuation of the terminated Transactions Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to be interpreted in accordance with the "Termination Payment"laws of the state in which the Trust is organized). The Termination Payment will be determined by , provided that (i) comparing prior to the value effectiveness of such termination (awhich may be no earlier than sixty (60) days following delivery of written notice of termination by the remaining term, quantities and prices under each such Transaction had it not been terminated to (bTrust) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining commencing as promptly as practicable following the associated costs and attorneys' fees. To ascertain delivery of notice from the market prices of Trust, the parties will use good faith efforts to negotiate amendments to the Agreement to avoid such termination; (b) a replacement contract the Notifying Party may consider, among other valuations, any or all material breach of the settlement prices Agreement, provided that RFS shall have sixty (60) days from delivery of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of breach to cure such material breach; (c) RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the amount provision of services of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed type provided by RFS under the Agreement to the Notifying PartyTrust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as contractually agreed between the Trust and RFS) in the quality of the services provided by RFS relative to the quality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the Trust’s grounds for termination, as applicable, and the Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for termination included therein. Notwithstanding any other provision to the contrary in the Agreement, the Affected Party shall pay Trust may not provide notice of termination to RFS during the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At period beginning at the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation consummation of the Termination Payment, acquisition of RFS by MUTB and ending at the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Effective Time.

Early Termination. If (i) Except as provided in this Section 4 and Section 7, if the Grantee’s employment with the Company or any Subsidiary is voluntarily or involuntarily terminated for any reason prior to the Normal Expiration Date, any Options held by the Grantee that have not become vested on or before the effective date of such termination of employment shall terminate and be canceled immediately upon such termination of employment. For purposes of the Plan, all Options held by the Grantee on the effective date of such termination of employment that shall have become vested on or before such effective date shall be referred to as the “Covered Options.” (ii) Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 7, following a Triggering Event termination of Grantee’s employment by reason of such Grantee’s death or Disability, all of the Grantee’s Options (defined whether or not then vested or exercisable) shall become immediately exercisable in full and shall remain exercisable solely until the twelve-month anniversary of the date of such termination of employment (even if such anniversary falls after the Normal Expiration Date), and shall automatically terminate and be canceled upon the expiration of such period. (iii) Subject to the provisions of Section 4.27, following a termination of Grantee’s employment by reason of the Grantee’s Retirement, the Covered Options shall remain exercisable until the first to occur of (A) occurs with respect the twelve-month anniversary following the date of such Grantee’s Retirement, or (B) the Normal Expiration Date; provided that, if the Grantee agrees to either Party at any time be bound by certain restrictive covenants, including customary non-competition, non-solicitation, non-disclosure and non-disparagement covenants, then during the term three-year period following the Grantee’s Retirement, the Covered Options shall remain exercisable until the earlier of (1) the third anniversary of the Grantee’s Retirement or, if the Grantee dies prior to the third anniversary of his Retirement, the twelve-month anniversary following the date of the Grantee’s death and (2) the Normal Expiration Date; and any Options that are not Covered Options shall continue to become exercisable in accordance with their respective terms during such three-year period as if the Grantee’s employment had not terminated due to his Retirement, and shall automatically terminate and be canceled upon the earlier of (x) the expiration of whichever of such periods is applicable and (y) the breach by the Grantee of any of such covenants. (iv) Subject to the provisions of Section 7, if the Grantee’s employment is terminated for any reason other than (x) Retirement, (y) death or Disability or (z) for Cause, the Covered Options shall remain exercisable solely until the first to occur of (A) the 60th day following the date of such termination and (B) the Normal Expiration Date, and shall automatically terminate and be canceled upon the expiration of whichever of such periods is applicable. (v) Notwithstanding anything else contained in this Agreement, if the other Party Grantee’s employment with the Company or any Subsidiary is terminated for Cause (or if, following the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery date of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (Grantee’s employment for any reason, the "Termination Payment"). The Termination Payment will be determined by (i) comparing Committee determines that circumstances exist such that the value of (a) the remaining term, quantities and prices under each such Transaction had it not Grantee’s employment could have been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offersCause), all adjusted for the length of the remaining term Options (whether or not then vested or exercisable) shall automatically terminate and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of canceled immediately upon such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)termination.

Early Termination. If In the event of that a Triggering Change in Control, any surviving corporation or acquiring corporation may assume or continue this Warrant or may substitute a similar Warrant for this Warrant (it being understood that a similar Warrant shall include, but shall not be limited to, a Warrant to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Warrant may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Change in Control. In the event that a Change in Control is a 409A Change in Control Event (defined the “Exempt Corporate Transaction”) and any surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for this Warrant, then the vesting of this Warrant shall accelerate in Section 4.2full and this Warrant shall terminate if not exercised (if applicable) occurs at or prior to the consummation of such Exempt Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to either Party at Common Stock issued pursuant to the Warrant shall (contingent upon the consummation of the Exempt Corporate Transaction) lapse. In the event that a Change in Control is not a 409A Change in Control Event (the “Non-Exempt Corporate Transaction”) and any time during surviving corporation or acquiring corporation does not assume or continue this Warrant or substitute a similar Warrant for this Warrant, then the term vesting of this Agreement, the other Party Warrant shall not accelerate and this Warrant shall terminate if not exercised (the "Notifying Party"if applicable) may (i) upon two Business Days written notice at or prior to the first Partyconsummation of such Non-Exempt Corporate Transaction, which notice and any reacquisition or repurchase rights held by the Company with respect to Common Stock issued pursuant to the Warrant shall be given no later than 60 Days after (contingent upon the discovery consummation of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date"Non-Exempt Corporate Transaction) except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment")lapse. The Termination Payment will be determined by Company shall provide to the Holder twenty (i20) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) days advance written notice of such termination of this Warrant the amount consummation of the Termination Payment, inclusive of either an Exempt Corporate Transaction or a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Non-Exempt Corporate Transaction.”

Early Termination. This Agreement may be terminated as follows: (a) If a Triggering Event the NDA Transfer Date has not occurred within six (defined in Section 4.26) occurs with respect to months of the Effective Date, either Party at any time during the term may provide written notice of an intent to terminate this Agreement, provided that if a Party intends to terminate the Agreement, such Party shall first discuss in good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the Agreement. Termination under this Section 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) terminate this Agreement prior to expiration of the Term in the event the other Party (is in material default or breach of the "Notifying Party") may performance of its obligations hereunder, and has not cured such breach within (i) upon two Business Days thirty (30) days after written notice thereof provided by the non-breaching Party to the first breaching Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish in case such breach is a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for non-payment of any amount due under this Article 4, each Agreement (which shall be deemed a material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party shall pay to the breaching Party for other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts cases of breach. The termination shall be netted and aggregated with any Termination Payment payable hereunder. If become effective at the Affected Party disagrees with the calculation end of the Termination Payment, (x) thirty (30) day period in case the issue shall be submitted to arbitration pursuant to breach is a non-payment of any amount due under this Agreement and if the resulting Termination Payment breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of breach unless the breaching Party cures such breach during such sixty (60) day period. The right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not be due and payable within three Days after the award. If a Triggering Event occursaffected in any way by such Party’s waiver or failure to take action with respect to any previous breach or default. (c) Braeburn may, the Notifying Party may (at its election) set off without prejudice to any or all amounts which the Affected Party owes other remedies available to the Notifying Party or it Affiliates (under this Agreement or otherwiseat Applicable Law or in equity, terminate this Agreement: (i) against on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or all amounts sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the Notifying date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Titan Agreement, then Braeburn shall negotiate CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the ROFN outlined in Section 2.9 shall survive for the remainder of the Initial Term. (d) Either Party owes may, without prejudice to the Affected Party (either any other remedies available to it under this Agreement or otherwise)at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the other Party, if either Party determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Term; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, or Section 12.2(a) of the Titan Agreement.

Early Termination. If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. In the event of such Transactions; providedearly termination, upon the occurrence of any Triggering Event listed in item Non-Defaulting Party shall be entitled to a “Termination Payment” equal to (ivi) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as the Project Development Security if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) the Delivery Term Security if the Early Termination Date occursoccurs on or after the Initial Delivery Date. As soon as practicable after establishing the Early Termination Date, the Notifying Non- Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunderNotice is effective. If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If (1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: ", provided that the party seeking to make the transfer to avoid a Triggering Termination Event shall deliver to Party B (defined in Section 4.2the case of transfers by Party A) occurs with respect or to either Party at A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any time during class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn or lowered." (2) Notwithstanding anything to the term of contrary in this Agreement, if the other Early Termination Date of the Sole Transaction occurs or is effectively designated, Party (the "Notifying Party") may A and Party B agree as follows: (i) upon two Business Days written notice The Calculation Agent shall calculate an amount that would be payable to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and Party B under this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages(such amount, including its associated costs and attorneys' feesany Trust Swap Payment Amount or Trust Swap Receipt Amount constituting any portion thereof, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and . (ii) ascertaining To the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying extent that Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment A is owed required to the Notifying Party, the Affected Party shall pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the Notifying terms of this Agreement. (iii) To the extent that Party within 10 Days of receipt of such notice. If a Termination Payment B is owed required to the Affected Party, the Notifying Party shall pay the Termination Payment to Party A where: (A) Party B is the Affected Defaulting Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4(provided, each Party shall pay however, that to the other extent that Party all additional amounts payable by it pursuant B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of the Agreement (Failure to Pay or Deliver) this Agreement, but all such amounts priority shall be netted apply only with respect to the Trust Swap Payment Amount (and aggregated with any Termination Payment payable hereunder. If not the Affected Party disagrees with the calculation remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 8.02(c)(i), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "SECOND," of the Indenture or Section 2(e)(iv)(C) of the Administration Agreement, as applicable. (B) Party A is the Defaulting Party, the issue shall be submitted Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or Party B is the Defaulting Party with respect to arbitration an Event of Default specified in Section 5(a)(i) (exclusive of any Trust Swap Payment Amount paid pursuant to this Agreement and the resulting Clause (A)), Party B shall pay such Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occursin accordance with Section 8.02(d)(viii), the Notifying Party may Section 8.02(e)(i) (at its election) set off any or all amounts which the Affected Party owes to the Notifying extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "ELEVENTH," of the Indenture. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment (or it Affiliates (such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this Agreement or otherwiseclause (C) against shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any or all excess of amounts which the Notifying actually received by Party owes to the Affected Party (either A under this Agreement or otherwise)clause (C) over the Termination Payment.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date. The “Termination Payment” will be equal to (i) the Project Development Security, less any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyDelay Damages, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) equal to the Delivery Term Security if the Early Termination Date occursoccurs after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non-Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s Notice of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date. The “Termination Payment” will be equal to (i) the Project Development Security, less any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyDelay Damages, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) equal to the Delivery Term Security if the Early Termination Date occursoccurs after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non-Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect to either Party at any time Upon the occurrence of, and during the term continuation of, an Event of Default, the Non-Defaulting Party (as the Terminating Party) may terminate this Agreement by written notice to the other party designating the date of early termination and delivered to the Defaulting Party no less than ten (10) days before such early termination date. (b) Upon the occurrence of, and during the continuation of, an Event of Termination, (i) Either a. in the event of one Affected Party, the Non-Affected Party (as the Terminating Party), or b. in the event of two Affected Parties, either party (as the Terminating Party), in either case, may terminate this Agreement by notice to the other party designating the date of early termination and delivered to the other party no less than ten (10) days before such early termination date. (c) In the event of an early termination of this Agreement pursuant to Section 5.2(b), no Termination Amount shall be payable by either party. In the event of an early termination of this Agreement pursuant to Section 5.2(a), the applicable Terminating Party shall calculate in good faith an amount (if any) to be received by it as a result of the termination of this Agreement (the “Termination Amount”) equal to: (i) If the Buyer is the Terminating Party, the then-applicable Buyer Exposure Amount plus any Costs incurred by the Buyer; and (ii) If the Seller is the Terminating Party, the then-applicable Seller Exposure Amount plus any Costs incurred by the Seller. (d) The other Party shall pay the Terminating Party an amount equal to the applicable Termination Amount, together with interest at the Default Rate from the early termination date until the date of payment. The Terminating Party shall calculate such amount as of the early termination date or promptly thereafter, and promptly notify the other party of the Termination Amount showing in reasonable detail how such amount was calculated. The owing party shall pay the Terminating Party the required amount within 30 Business Days of notification of the Termination Amount. For the avoidance of doubt, in the event of an early termination of this Agreement pursuant to Section 5.2(a), the Defaulting Party shall not be entitled to receive any Termination Amount. (e) In the event of an early termination of this Agreement pursuant to Section 5.2(a), the Terminating Party may exercise and enforce each and all of the rights and remedies available to it under this Agreement and, in accordance with Article 9, the applicable Credit Support provided by the other party. In addition, in the event of an early termination of this Agreement pursuant to Section 5.2(a), if the Terminating Party is the Seller, Seller may exercise and enforce, in any order, (i) each and all of the rights and remedies available to a secured party under the UCC, the PPSA or other applicable law and (ii) each and all of the rights and remedies available to it under the Assignment Agreement. (f) In the event of a termination of this Agreement, the parties’ respective obligations under this Agreement shall terminate (other Party than those obligations which expressly are to be performed after termination or which survive termination pursuant to Section 5.3 hereof). (the "Notifying Party"g) may (i) upon two Business Days written notice to In the first Party, which notice shall be given no later than 60 Days after the discovery event of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4Agreement, each Party party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which due the Affected Party owes to the Notifying Party or it Affiliates (other under this Agreement or otherwise) against any or for all amounts which the Notifying Party owes periods prior to the Affected Party (either under this Agreement or otherwise)termination.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactionsearly termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided, upon provided that if the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination occurs prior to the Initial Delivery Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value Damage Payment Amount; however, if the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment will be calculated using the Event of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherDefault Payment Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish an Event of Default Payment Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s Notice of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect to either Party This Agreement may be terminated at any time during by the Board of Employer or by Executive, and it shall terminate upon Executive's death or disability. Any termination by the Board of Employer other than termination for cause (as defined below) shall not prejudice Executive's right to compensation or other benefits under this Agreement. Except as provided in Section 7, if --------- Executive voluntarily terminates employment before June 30, 2004 Executive will be entitled only to such payments as Executive would have the right to receive upon termination for cause under subsection 5.l(b). ----------------- (b) Except as provided in Section 7, if Employer terminates this --------- Agreement without cause, Employer shall pay Executive upon the effective date of ------------- such termination all salary earned, benefits accrued and all reimbursable expenses hereunder incurred through such termination date and, in addition, liquidated damages in an amount equal to the greater of (i) two years' salary, or (ii) salary for the then-remaining term of the Agreement payable hereunder. If Employer terminates this Agreement for cause, Employer shall pay Executive upon the effective date of such termination only such salary earned, benefits accrued and expenses reimbursable hereunder incurred through such termination date. Executive shall have no right to receive compensation or other benefits for any period after termination for cause. (c) For purposes of this Agreement, the other Party (the term "Notifying Party") may cause" shall mean (i) upon two Business Days written notice to willful misfeasance or gross negligence in the first Party, which notice shall be given no later than 60 Days after the discovery performance of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and Executive's duties; (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence conduct demonstrably and significantly harmful to Employer (including willful violation of any Triggering Event listed in item final cease and desist order applicable to Employer or a financial institution subsidiary); or (iviii) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices conviction of a replacement contract the Notifying Party may consider, among other valuations, any or all felony. For purposes of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all "disability" shall have the meaning contained in any long term disability insurance coverage maintained by CBSI or its affiliates, and if no such amounts coverage is in existence, shall mean a medically reimbursable physical or mental impairment that may be netted expected to result in death, or to be of long, continued duration, and aggregated with any Termination Payment payable hereunderthat renders Executive incapable of performing the duties required under this Agreement. If The Board or the Affected Party disagrees with the calculation Compensation Committee of the Termination PaymentBoard, acting in good faith, shall make the issue shall be submitted final determination of whether Executive is suffering under any disability as herein defined and, for purposes of making such determination, may require Executive to arbitration pursuant submit to this Agreement a physical examination by a physician mutually agreed upon by Executive and the resulting Termination Payment shall be due and payable within three Days after Board or the award. If a Triggering Event occurs, the Notifying Party may (Committee at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Employer's expense.

Early Termination. If In accordance with the following, this Agreement ----------------- may be terminated by either party prior to the Expiration Date: (i) In the event that the other party commits a Triggering Event material breach or default under this Agreement which breach is not cured by the breaching party thirty (defined 30) days from the receipt of notice to cure the breach from the non-breaching party, then the non- breaching party may terminate this Agreement in Section 4.2) occurs with respect to either Party its discretion at any time during after such thirty (30) day period; provided that if such cure cannot be accomplished within such thirty (30) day period, then, with the term of this Agreementnon-breaching party's consent which shall not be unreasonably withheld, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice such period shall be given no later than 60 Days after extended for such reasonable additional period as shall be necessary to effect such cure, so long as the discovery of party shall have commenced such cure within such thirty (30) day period and shall thereafter proceed diligently to complete the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and cure. (ii) withhold any payments due in respect of such Transactions; provided, upon In the occurrence of any Triggering Event listed in item event (iv1) of Section 4.2 as it may apply to any party, a sale or distribution of all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or substantially all of the settlement prices assets of NYMEX Gas futures contractsCompany or a sale or distribution of sufficient stock (other than pursuant to a public offering) of Company to effect a change in control or (2) that Company or its affiliate enters into the business of providing financial services or provides a financial product or service substantially similar to any of AMEX's financial products or services, quotations from leading dealers AMEX may, in Gas swap contracts and its sole discretion, terminate this Agreement immediately. In the event that AMEX terminates this Agreement pursuant to the preceding sentence of this Section, Company shall reimburse AMEX for reasonable out-of-pocket expenses (not to exceed $100,000) incurred in transferring all data contained within the AMEX Merchant InfoSites (excluding Company Property) at AMEX's election, to another vendor of AMEX or to AMEX itself. The expenses described in the foregoing shall include costs associated with consultants retained by AMEX in connection with such termination. Furthermore, the costs associated with Company's obligations in Section 11(e) shall not be applied against the $100,000 cap stated herein. (iii) Either party may terminate this Agreement with immediate effect: (1) upon the institution by the other bona fide third party offersof proceedings to be adjudicated a bankrupt or insolvent, all adjusted or the consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other applicable Federal or state law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other party or of any substantial part of its property, or the making by the other party of an assignment for the length benefit of creditors, or the admission in writing by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such actions; (2) if, within 60 days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the remaining term and other party stayed, or if the basis differential. All terminated Transactions stay of any such order or proceeding shall thereafter be netted against each other. The Notifying Party shall give set aside; or if, within 60 days after the Affected Party (defined in Section 4.2) written notice appointment without the consent or acquiescence of the amount other party of any trustee, receiver or liquidator or similar official of the Termination Paymentother party, inclusive or of a statement showing its determination. If a Termination Payment is owed to all or any substantial part of the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days property of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreementparty, but all such amounts appointment shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)not have been vacated.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party In the event of, at any time during the term Exercise Period, any capital reorganization, or any reclassification of this Agreementthe capital stock of the Company (other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), or the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person or an underwritten initial public offering of the Common Stock (an “IPO”), the Company shall provide to the Holder twenty (20) days advance written notice of such reorganization, reclassification, consolidation, merger or sale or other Party disposition of the Company’s assets or IPO (each a “Sale Event”), and this Warrant shall terminate unless exercised prior to the "Notifying Party"occurrence of such Sale Event; provided, however, that in the event of such Sale Event, the Holder shall have the right to “put” this Warrant to the Company and in exchange therefore, the Holder shall be entitled to receive, subject to the consummation of the Sale Event, the cash, securities and other property that the Holder would have received in respect of the Exercise Shares had the Holder exercised this Warrant immediately prior to the effective time of such Sale Event less an amount equal to (x) may the number of Exercise Shares then subject to this Warrant multiplied by (y) the Exercise Price then in effect hereunder. The Holder shall only effect such put by (i) upon two Business Days providing the Company with written notice of exercise of this put right prior to the first Party, which notice shall be given no later than 60 Days after the discovery consummation of the occurrence of the Triggering Sale Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of tendering this Warrant to the Company for cancellation. Any such Transactions; provided, upon put shall be subject to the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination consummation of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Sale Event.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.422.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 22.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Nineteen.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party 2.2.1 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated at any time during by any Party if and when agreed upon by the term other Party. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. 2.2.2 Notwithstanding Paragraph 2.1 hereof, this AgreementAgreement may be terminated by any Party upon expiration of a [***] period from the Effective Date if the Steering Committee has decided that (a) Readiness has not been achieved within such a [***] period and decided that (b) there will be no extension of the period wherein Readiness of the IJDP will be achieved. However, if after such termination, a Party (the “Solving Party”) identifies a solution resolving the problem underlying the non-achievement of Readiness and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, then the Solving Party shall have the obligation to notify the other Party (the "Notifying “Notified Party"”) may of such solution during a period of (i) upon two Business Days written notice [***] after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a [***] and the Notified Party shall have the right to collaborate, with the first Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.3 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party in each case that the Steering Committee decides, prior to or on the due date, that (a) a given milestone (as specified in Appendix 3) cannot be achieved within the period determined by the Agreement and the Steering Committee decides that (b) there will be no extension of the period wherein the relevant milestone is to be achieved. However, if after such termination, a Solving Party identifies a solution resolving the problem underlying the non-achievement of said milestone and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, the Solving Party shall have the obligation to notify the Notified Party of such solution during a period of (i) [***] after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) [***] after the date of such termination if the Solving Party identifies such solution together with a [***] and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within [***] of receiving notice from the Solving Party. 2.2.4 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if no license agreement (including but not limited to a license agreement with TPRF or a TPRF Affiliate) is signed with a Licensee within [***] after Readiness or [***] of the Effective Date, whichever date is the earliest, and which license agreement covers the construction and operation of a Licensed Unit with a capacity for the production of Propanol (and other (by-)products produced by the plant) of at least [***]. These time periods shall be given extended by the number of years under which TPRF has exercised its options for exclusivity according to Section 7.7. 2.2.5 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if, no later than 60 Days [***] after the discovery Effective Date, or a later date as reasonably agreed by the Steering Committee: (i) TPRF and/or the [***] have expressed disagreement with reasonable and good faith terms and conditions proposed by Coskata and directed to providing Coskata, for the benefit of Licensees, the occurrence of ability to access the Triggering Event, establish a date on which any or all Transactions selected dehydration technology being [***] developed by it TPRF and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4the [***], and (ii) withhold any payments due no alternative solution regarding the availability of a dehydration technology to Licensees is agreed upon by the Parties. [***] represent and warrant to undertake a good faith effort to have Coskata and the [***] sign such an agreement or agree to such an alternative solution within this [***]. [***] also agree to maintain, during the course of negotiating an [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. agreement as provided for in respect subsection (i) of this paragraph, a list of material [***]. During the undertaking of such Transactions; providedgood faith efforts, any such list of material [***] shall be shared between [***], on a monthly basis or otherwise upon request of [***] in a manner that reasonably enables the occurrence Parties to [***]. Such termination in application of this Paragraph 2.2.5 may only be exercised on the date [***] after the Effective Date, or any later date reasonably agreed by the Steering Committee. Such termination shall be the sole and exclusive remedy any Party may have on account of the other Party. 2.2.6 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if at any time, in the opinion of outside antitrust counsel, the exercise of rights and obligations contained in this Agreement violates any applicable antitrust laws or regulations and the provisions of Section 13.8 do not permit the continued operation of this Agreement. The non-terminating Party shall have available any legal remedy for damages resulting from any decision by a Party to terminate the Agreement under this Paragraph 2.2.6 without there being any such violation of applicable antitrust laws or regulations, notwithstanding Section 13.3. 2.2.7 In the event a proceeding for bankruptcy, insolvency, dissolution, compulsory winding-up, judicial custodian, compulsory management, or any other event which under the laws of any Triggering Event listed in item (iv) of Section 4.2 as it may jurisdiction has a similar effect, is commenced against Coskata, TPRF may, without waiving any other rights or remedies available to it, apply to any court or authority of competent jurisdiction to prevent any assignment of this Agreement or any of the rights, title, interests or benefits contemplated therein by operation of law or act of authority or otherwise, to any third party, all Transactions including any trustee, without the prior written consent of Coskata, and Coskata shall assist TPRF in this regard in any manner permitted by law. In case of such proceeding being commenced against Coskata, and notwithstanding Paragraph 2.1 hereof, TPRF shall be entitled to terminate this Agreement in respect thereof shall automatically terminateand/or to withdraw the right granted to Coskata under this Agreement. 2.2.8 Notwithstanding Paragraph 2.1, without this Agreement may be promptly terminated by either Coskata or TPRF, upon notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by event that without such Party’s prior written consent (i) comparing there is an assignment of this Agreement or of all or any part of the value of (a) the remaining termForeground and/or Coskata or TPRF’s Background, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and benefit of creditors and/or (ii) ascertaining there is a Change of Control of Coskata or TPRF (the associated costs and attorneys' fees. To ascertain the market prices term “Change of Control” shall mean with respect to any Party, an event whereby a replacement contract the Notifying Party may consider, among third party (other valuations, than any TPRF Affiliate or all Coskata Affiliate existing as of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length Effective Date) acquires more than fifty percent (50 %) of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined shares or equity interests in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying such Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If This Contract can be terminated in the event that any of the conditions or events set forth below occur: (a) Either Party fails to make its contributions to the registered capital of the Company on the Initial Contribution Date and/or any other date set forth on Schedule 1 and such failure continues for a Triggering Event period of more than ninety (defined in Section 4.290) occurs with respect to days and is not waived by the other Party. In such case, either Party may give notice of termination. (Because Party B should finace from the stock market , so in this condition, Party B should be allowed making its contributions more than ninety (90)days ,but one hundred and eighty (180) days at any time during the term most.) (b) There occurs a material breach of this AgreementContract and such breach is not cured by the breaching Party within sixty (60) days after receipt of written notice of the breach from the non-breaching Party. In such case, either Party may give notice of termination. (c) Any Party or its relevant Affiliate fails to perform any of its material obligations under the contract or any other contract referred to herein if, in the reasonable opinion of the non-breaching Party, such non-performance creates a material risk of loss to such non-breaching Party or the Company. In such case, either Party may give notice of termination. (d) The Company sustains serious losses for three (3) consecutive years on the Company is unable to attain its business goals and, after consultation, the other Parties are unable to agree on a business plan to improve the economic situation of the Company. In such case, either Party may give notice of termination. (e) Total or. partial performance of this Contract is prevented by an Event of Force Majeure lasting for more than ninety (90) days and, after consultation, the "Notifying Party"Parties are unable to agree on a method to perform this Contract. In such case, either Party may give notice of termination. (f) may (i) upon two Business Days written notice The Parties mutually agree to terminate this Contract and agree on the first Partyterms for the dissolution f the Company. In such case, which notice the Company and its assets shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it dealt with in accordance with such agreement and applicable law. (g) Party B pre-terminates this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, Contract upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available events described in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices relevant Articles of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Contract.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.46.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.46.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The calculation of the Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may considershall be as set forth in Section 3.2 wherein Buyer is the Notifying Party, among other valuationsand as set forth in Section 3.4 wherein Seller is the Notifying Party, any or all in each case as if no further Scheduling of Gas will occur after the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differentialEarly Termination Date. All terminated Transactions shall be netted against each otherother and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the The Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined a) Either party (in Section 4.2such capacity, the “Terminating Party”; the other party being referred to as the “Other Party”) occurs with respect to either Party at any time during the term of may terminate this Agreement, the other Party (the "Notifying Party") may : (i) if the Other Party shall fail or be unable to perform its material obligations under this Agreement (after observing the provisions of Section 2.2.5, if applicable) and the resulting breach shall not have been remedied within 30 days after notice thereof to the Other Party from the Terminating Party (which 30-day period shall be extended to 120 days if and to the extent that such breach cannot reasonably be remedied during such 30-day period, and the Other Party demonstrates to the Terminating Party that it is diligently pursuing the remedy of such breach throughout such 120-day period); (ii) if the Other Party shall assign this Agreement or any of its rights or obligations hereunder in violation of Section 2.3 or 5.5, as the case may be, (subject to subsection (c)) or shall fail to comply with the provisions of Sections 2.3 or 5.5, as the case may be, in connection with any sale, transfer, lease, assignment or other disposition referred to therein; or (iii) (x) if the Other Party shall generally fail to pay its debts in the ordinary course of its business, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors or any proceeding shall be instituted by or against the Other Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the case of any proceeding instituted against the Other Party, such proceeding shall not be stayed or dismissed within 30 days from the date of institution thereof or (y) the Other Party shall take any corporate action to authorize any of the actions set forth in clause (x). (b) Archipelago may terminate this Agreement immediately if the representations and warranties of TAL set forth in Section 2.1.2 or Section 2.1.3 shall fail to be true and correct in all material respects, or TAL shall have failed to observe in all material respects its covenants and agreements set forth in Section 2.1.2 or Section 2.1.3, and the resulting breach shall not have been remedied by TAL within 15 days after notice thereof to TAL by Archipelago (which 15-day period shall be extended to 30 days if and to the extent that such breach cannot reasonably be cured within such 15-day period, and TAL demonstrates to Archipelago that it is diligently pursuing the remedy of such breach throughout such 30-day period). (c) Archipelago may terminate this Agreement for any reason upon two Business Days ninety (90) days’ prior written notice to TAL. (d) TAL may terminate this Agreement upon ninety (90) days’ prior written notice to Archipelago after the first Party, which year of the Term of this Agreement if the average of the monthly royalties payable to TAL pursuant to Section 4.1(a) for the three (3) complete Calendar Months immediately preceding the date such notice of termination is sent are less than $100,000; provided that Archipelago may pay to TAL within thirty (30) days of the receipt of a notice of termination from Archipelago pursuant to this subsection (d) the difference between $100,000 and the average monthly revenues for each of such three (3) Calendar Months whereupon such notice of termination shall be given no later than 60 Days after deemed to have been withdrawn and TAL shall not have the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and right to terminate under this Agreement in respect thereof will terminate clause ("Early Termination Date"d) except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item three Calendar Months. (ive) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices exercise of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it termination right pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If Section will not constitute an election of remedies by the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Terminating Party.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect 19.1 This Agreement may be terminated by either Party, without prejudice to either Party any other right or obligation of the Parties, at any time during the term for good cause. A good cause will be a material breach of any terms or conditions of this AgreementAgreement committed by the other Party if not remedied within two (2) months after receipt of the written request. 19.2 Furthermore, a good cause for either Party will be a) the fact that at any time, the other Party files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the "Notifying Party"filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors; b) may the fact that the assignment of the Supply Agreement Relating To Supply Of A OMEGA-3 Fatty Acid Concentrate (iOmefas®) upon two Business Days written notice in Annex C will not take place within ninety (90) days after closing of Financing Round A. In such case, either Party has the right to terminate the Agreement within thirty (30) days after the end of such ninety (90) days period. 19.3 Moreover, “Good Cause,” but only for the Licensor, will be deemed to occur if the Licensee is in default with any undisputed (“disputed” means for the purposes of this Agreement that an arbitration procedure was initiated) payment of the Milestone fees or Royalties according to Section 8 and Section 11 of this Agreement for more than ninety (90) days. 19.4 In the case of termination of the License Agreement by Licensor pursuant to Section 19.1 after Commercial Sale of a Product, then any such termination by Licensor will be limited to the first PartyProduct and indication giving rise to the cause for termination in case such material breach can be attributed to a specific Product and indication. If such material breach is limited to the United States of America, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and rights granted to Omthera under this Agreement in respect thereof the United States of America will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect revert to Licensor. In case such material breach is limited to one or more countries outside the United States of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyAmerica, all Transactions and rights granted to Omthera under this Agreement in respect thereof shall automatically terminatethe Territory except for the United States of America will revert to Licensor. The remainder of this Agreement will continue in effect, without noticeand further, Omthera or Licensor, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursthe case may be, may manufacture or have manufactured Product outside of such Party’s applicable territory, but only for sale inside such Party’s applicable territory. 19.5 In the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the case of termination of the terminated Transactions License Agreement in total or in part (the "Termination Payment"by territory). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices Omthera shall terminate all activities in progress regarding Product for the remaining term either quoted country/countries in question in an orderly manner as soon as reasonably practical. Any liabilities due and owed to Third Parties for non-cancellable activities performed by a bona fide third party offer or which are reasonably expected Licensor up to be available the time of termination and all expenses in relation to the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Product actually incurred at Omthera’s request shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice paid by Omthera upon submission of the amount Licensor invoices and proof of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)cost.

Early Termination. If a Triggering Event (defined As of the Effective Time, notwithstanding anything to the contrary set forth in Section 4.2) occurs with respect to either Party at any time during the term of this Existing Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, only upon the occurrence of any Triggering Event listed of the following events and subject to the notice and cure periods (if applicable) set forth below, the Trust may terminate the Agreement during the Initial Term or any renewal period without penalty upon written notice to RFS following the occurrence of: (a) a determination by a majority of the Trust’s trustees who are not “interested persons” (as defined in item (ivSection 2(a)(19) of Section 4.2 as it may apply the 0000 Xxx) of a party to any partythe Agreement (the “Independent Trustees”), all Transactions and this Agreement in respect thereof shall automatically terminateafter consultation with outside counsel, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination that continuation of the terminated Transactions Agreement would be inconsistent with the fiduciary duties of the Trust’s board of trustees (such fiduciary duty to be interpreted in accordance with the "Termination Payment"laws of the state in which the Trust is organized). The Termination Payment will be determined by , provided that (i) comparing prior to the value effectiveness of such termination (awhich may be no earlier than sixty (60) days following delivery of written notice of termination by the remaining term, quantities and prices under each such Transaction had it not been terminated to (bTrust) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining commencing as promptly as practicable following the associated costs and attorneys' fees. To ascertain delivery of notice from the market prices of Trust, the parties will use good faith efforts to negotiate amendments to the Agreement to avoid such termination; (b) a replacement contract the Notifying Party may consider, among other valuations, any or all material breach of the settlement prices Agreement, provided that RFS shall have sixty (60) days from delivery of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of breach to cure such material breach; (c) RFS, or its direct or indirect parent, filing for bankruptcy, insolvency, dissolution or liquidation; (d) material regulatory non-compliance by RFS that is reasonably likely to adversely affect the amount provision of services of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed type provided by RFS under the Agreement to the Notifying PartyTrust, or disqualification of RFS or its affiliates from providing the services set forth under the Agreement to the Trust; or (e) a material diminution (other than as contractually agreed between the Trust and RFS) in the quality of the services provided by RFS relative to the quality of services provided by RFS in the one (1) year prior to the Effective Time (taking into account regulatory developments and requests of the Trust), provided that RFS shall have sixty (60) days from delivery of written notice to cure such material diminution. Any notices delivered by the Trust to RFS pursuant to clauses (b) or (e) of this Section 5 shall specify in reasonable detail the Trust’s grounds for termination, as applicable, and the Trust shall respond promptly to any questions from RFS regarding such notice and the grounds for termination included therein. Notwithstanding any other provision to the contrary in the Agreement, the Affected Party shall pay Trust may not provide notice of termination to RFS during the Termination Payment to period beginning at the Notifying Party within 10 Days time of receipt consummation of such noticethe acquisition of RFS by MUTB and ending at the Effective Time. If a Termination Payment is owed to For the Affected Partyavoidance of doubt, the Notifying Party shall pay continuation or termination of the Termination Payment Agreement with respect to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts a Trust shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation independent of the Termination Payment, continuation or termination of the issue shall be submitted Agreement with respect to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)other Trust.

Early Termination. If Each Party shall have the right to terminate this Agreement in its entirety before the end of the Term: (a) by mutual written agreement of the Parties; (b) upon the bankruptcy or insolvency, or the filing of an action to commence insolvency proceedings against the other Party, or the making or seeking to make or arrange an assignment for the benefit of creditors of the other Party, or the initiation of proceedings in voluntary or involuntary bankruptcy, or the appointment of a Triggering Event receiver or trustee of such Party's property that is not discharged within ninety (defined 90) days. (c) upon written notice by either Party if the other Party is in Section 4.2) occurs material and continuing breach of this Agreement and has not cured such breach within [**] after receiving written notice ([**] with respect to either breach of any payment obligation) from the terminating Party at any time during requesting cure of the term of breach and informing the breaching Party that the terminating Party intends to terminate this Agreement; provided, however, in the event of a good faith dispute with respect to the existence of a material breach, the other cure period shall be tolled (except with respect to breach of a payment obligation) until such time as the dispute is resolved pursuant to Article 15; and provided further that the terminating Party (has given the "Notifying Party") may defaulting Party the following opportunities to remedy any breach: (i) upon two Business Days the written notice to of breach referenced above shall detail the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and specific obligation under this Agreement which is alleged to have been breached; the manner of such alleged breach; and the steps that may be taken in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and order to remedy such breach; and (ii) withhold the terminating Party has provided the defaulting Party with a reasonable amount of time (but not less than [**]) in which (x) to complete any payments due in respect of such Transactions; provided, upon steps which might be taken to remedy the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without noticebreach, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available stated in the market under notification of breach, or (y) if completion of those steps is not possible within a replacement contract for each such Transaction and (ii) ascertaining [**] period, to commence those steps required as stated in the associated costs and attorneys' fees. To ascertain notification of breach, on the market prices of a replacement contract condition that the Notifying defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term continues to perform those steps with due diligence and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice breach is capable of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)being cured.

Early Termination. If a Triggering Event A Party (defined in Section 4.2the “Non-Affected Party”) occurs may immediately terminate this Agreement prior to the expiration of the Term upon the occurrence of any of the following events with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying “Affected Party"”): (a) may the failure by the Affected Party to make, when due, any payment required herein, and such failure is not cured within five (5) Business Days after written notice thereof to the Affected Party; (b) the failure by the Affected Party to perform any covenant herein (other than payment obligations specifically covered in Article 5.2(a)), and such failure is not the result of a good faith dispute or excused by Force Majeure or cured within sixty (60) Days after written notice thereof to the Affected Party; or (c) the Affected Party shall: (i) upon two Business Days written notice make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or have such a petition filed against it, and such proceeding remains un-dismissed for thirty (30) Days; (iii) otherwise become bankrupt or insolvent (however evidenced); or (iv) be unable to pay its debts as they fall due. This right to terminate shall be in addition to the first Party, which notice shall be given no later than 60 Days after the discovery rights of the occurrence of Non-Affected Party to (v) seek indemnification from the Triggering EventAffected Party when permitted to do so hereunder, establish a date on which (w) file suit to recover damages, (x) enforce any or all Transactions selected security provided by it and this Agreement in respect thereof will terminate the Affected Party to secure the Affected Party’s performance hereunder, ("Early Termination Date") except as provided in Section 8.4, and (iiy) withhold any payments due in respect or any performance owed (including suspension of such Transactions; provided, upon the occurrence receipts or deliveries of any Triggering Event listed in item (ivGas) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, and (z) pursue any other right, remedy, or measure of damages available to the Notifying Non-Affected Party shall pay hereunder, at Law, or in equity as a result of the Termination Payment occurrence of one of the events listed above with respect to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment The rights and remedies provided by this Agreement are cumulative, and any Party’s use of any amount due under right or remedy will not preclude or waive its right to use any other right or remedy. Notwithstanding the early termination of this Article 4, each Party shall pay to the other Party all additional amounts payable by it Agreement pursuant to this Article 5.2, if such early termination occurs prior to the expiration of the Initial Term, Shipper shall nevertheless remain obligated to make Volume Shortfall Payments to Gatherer in accordance with Article 1.7 until the sum of the Actual Gathered Volumes delivered by Shipper to Gatherer prior to the early termination of this Agreement, but all plus the aggregate Benchmark Volumes used in calculating Volume Shortfall Payments payable after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If early termination equals the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Target Quantity.

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party upon (the "Notifying Party"A) may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of a Designated Event (as defined in the Triggering Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the “Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, establish if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a date result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on which behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any or loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the “Transfer Cut-Off Date”), all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this AgreementSection 6(b)(ii) shall occur unless (x) with respect to a Tax Event Upon Merger, but all such amounts shall be netted the Rating Agency Condition has been satisfied and aggregated (y) with any Termination Payment payable hereunder. If respect to an Illegality or a Tax Event, the Affected Party disagrees with the calculation position of the Termination Payment, the issue shall Trust would otherwise not materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party (either under this Agreement occurrence of such transfer or otherwisesubstitution).” (v) Section 6(b)(iii) shall hereby be amended by replacing the words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party Either you or we may terminate this Agreement at any time during the term of this Agreementtime, the other Party for convenience and without cause, on thirty (the "Notifying Party"30) may (i) upon two Business Days days’ written notice to the first Partyother party. If we terminate this Agreement after a breach by you, which notice shall be given no later than 60 Days after or if you terminate this Agreement before the discovery end of the occurrence Initial Term or any Renewal Term, including for convenience and otherwise, without cause, you agree to pay an early termination fee of an amount equal to the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate greater of: ("Early Termination Date"i) except as provided in Section 8.4$495.00 per MID, and (ii) the average monthly fees assessed to you under the Agreement for months during which you processed any transactions (exclusive of interchange fees and other fees or assessments imposed by a third party in connection with your payment processing) multiplied by the number of months remaining in the then-current Initial Term or Renewal Term, as applicable. However, if your Initial Term is one (1) year and you provide us with thirty (30) calendar days’ prior written notice of termination, the above termination fee will be waived. You agree to pay the early termination fee immediately upon termination, and you further authorize us to deduct the total amount from your Designated Account(s), or to otherwise withhold any payments the total amount from amounts due to you under this Agreement. You agree that the early termination fee is not a penalty, but rather is reasonable in respect light of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it financial harm caused by your early termination. Other remedies we may apply to any party, all Transactions and have under this Agreement in respect thereof shall automatically terminatestill apply. Notwithstanding the above, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the no early termination of the terminated Transactions (the "Termination Payment"). The Termination Payment fee will be determined charged to the extent it is prohibited by (i) comparing the value of Laws or Operating Regulations. Additionally, you agree to pay us: (a) the remaining term, quantities any unpaid invoice; and prices under each such Transaction had it not been terminated to (b) any damages, losses, expenses, fees, fines, penalties, chargeback amounts, and adjustments we incur in connection with the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer Agreement. You authorize us to debit your Designated Account or which are reasonably expected to be available in the market deduct amounts you owe us under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of this Section from the settlement prices of NYMEX Gas futures contractsfunds we owe you. You are responsible for any collection fees, quotations from leading dealers in Gas swap contracts legal fees, and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined expenses we incur in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)recovering your delinquent amounts.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.5), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date. The “Termination Payment” will be equal to (i) the Project Development Security, less any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyDelay Damages, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) equal to the Delivery Term Security if the Early Termination Date occursoccurs after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non-Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If (a) The Parties may terminate this Agreement at any time by mutual written consent. In addition, Sandstorm shall have the right to terminate this Agreement, effective upon ten days’ prior written notice to Brigus, if any of the following shall occur (each, a Triggering “Brigus Event of Default”): (defined i) Brigus defaults in Section 4.2any material respect in the performance of any of its covenants or obligations contained in this Agreement or in the Project Charge and such default is not remedied to the reasonable satisfaction of Sandstorm within 60 days after receipt of written notice of such default by Brigus; (ii) occurs upon the occurrence of any Insolvency Event affecting Brigus; and (iii) if the Project Charge has ceased to be valid, binding and enforceable in accordance with its terms and such invalidty is not rectified within 60 days of Sandstorm providing notice to Brigus. For greater certainty and without limitation, Sandstorm shall have the right to waive one or more Brigus Events of Default, all without prejudice to any and all rights of Sandstorm with respect to either Party any and all Brigus Events of Default. (b) If a Brigus Event of Default occurs and is continuing, in addition to and not in substitution for any other remedies available at any time during law or in equity, Sandstorm shall have the term of this Agreementright, the other Party (the "Notifying Party") may upon written notice to Brigus, at its option, to: (i) upon two Business Days written notice to demand repayment of the first Partyremaining Uncredited Balance, which notice shall be given no later than 60 Days after without interest, at the discovery time of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, applicable Brigus Event of Default; and (ii) withhold any payments due Sandstorm shall have the right to seek damages in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination excess of the terminated Transactions Uncredited Balance (the "Termination Payment"). The Termination Payment will be determined by amounts in (i) comparing and (ii), being collectively referred to as the value “Brigus Default Fee”). Upon demand from Sandstorm, which demand shall include a calculation of the Brigus Default Fee, Brigus shall promptly pay the Brigus Default Fee in cash by wire transfer, in immediately available funds, to a bank account designated by Sandstorm. For greater certainty and without limitation, in the event Brigus is required to pay the Brigus Default Fee to Sandstorm, the provisions set forth in section 3(c) requiring the refund of the Uncredited Balance will no longer be applicable. (ac) the remaining term, quantities and prices under each such Transaction had it not been terminated to The Parties hereby acknowledge that: (bi) the equivalent quantities and relevant market prices for the remaining term either quoted Sandstorm will be damaged by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction Brigus Event of Default; and (ii) ascertaining any sums payable or retainable pursuant to this Article 9 are in the associated costs nature of liquidated damages, not a penalty and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all are fair and reasonable. (d) If Sandstorm elects to demand payment of the settlement prices Brigus Default Fee, this Agreement shall be deemed terminated upon the payment by or on behalf of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length Brigus of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party Brigus Default Fee. (defined in Section 4.2e) written notice Termination of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due this Agreement under this Article 4, each Party shall pay not terminate any payment or delivery obligation hereunder that arose prior to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation time of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)termination.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect to either Party at At any time during after the term 25th anniversary of the date of this Agreement, or earlier with the consent of Holdings, the Corporation may terminate this Agreement with the consent of the Audit Committee effective as of the Early Termination Date by paying to Holdings the Early Termination Payment as provided in paragraph (c) below. Upon payment of the Early Termination Payment by the Corporation, the Corporation shall have no further payment obligations under this Agreement, other Party (the "Notifying Party") may than for any (i) upon two Business Days written notice Tax Benefit Payment agreed to by the first Party, which notice shall be given no later than 60 Days after the discovery Corporation and Holdings as due and payable but unpaid as of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, Date and (ii) withhold any payments Tax Benefit Payment due in respect of such Transactions; provided, upon for the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Covered Taxable Year ending with or including the Early Termination Date had been immediately declared (except as provided to the extent that the amount described in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by clause (i) comparing or (ii) is included in the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to Early Termination Payment). (b) If the equivalent quantities and relevant market prices Corporation intends to exercise its right of early termination, it shall first provide at least 60 days’ (but not more than 90 days’) prior written notice of its intention to exercise its termination rights with respect to this Agreement to Holdings (the “Preliminary Termination Notice”); and, for the remaining next succeeding 30 days, Holdings shall have the right to exchange its LP Units in accordance with the Exchange Agreement. To exercise its right of early termination under Section 4.2(a) above, within 60 days following the requisite Preliminary Termination Notice to Holdings, the Corporation shall deliver to Holdings a notice (the “Early Termination Notice”) specifying the Corporation’s intention to exercise its right of termination and showing in reasonable detail the calculation of the Early Termination Payment. At the time the Corporation delivers the Early Termination Notice to Holdings, the Corporation shall (i) deliver to Holdings schedules and work papers providing reasonable detail regarding the calculation of the Early Termination Payment, in a manner consistent with the definition of such term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each and an Advisory Firm Letter supporting such Transaction calculation and (ii) ascertaining allow Holdings reasonable access to the associated costs appropriate representatives at the Corporation, the Limited Partnership and attorneys' feesthe Advisory Firm in connection with its review of such calculation. To ascertain The calculation contained in such Early Termination Notice shall become final and binding on the market prices parties unless Holdings, within 30 calendar days after receiving such calculation, provides the Corporation with notice of a replacement contract material objection to such calculation made in good faith and in reasonable detail. If the Notifying Party may considerparties, among other valuationsnegotiating in good faith, any or all are unable to successfully resolve the issues raised in such calculation within 30 calendar days after such notice of material objection, the Corporation, and Holdings shall employ the Reconciliation Procedures. (c) Within forty-five (45) calendar days after the delivery to Holdings of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party Early Termination Notice or ten (defined in Section 4.210) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed days after any amendment to the Notifying PartyEarly Termination Notice, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party Corporation shall pay to Holdings an amount equal to the other Party all additional amounts payable Early Termination Payment. Such payment shall be made by it pursuant wire transfer of immediately available funds to a bank account designated by Holdings. (d) For the avoidance of doubt, Holdings shall not be entitled to cause an early termination of this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time Upon the occurrence and during the term continuance of this Agreementan Event of Default, as to the Defaulting Party, the other Party (the "Notifying “Non-Defaulting Party"”) may may, in its sole discretion, (ia) upon two Business Days written notice accelerate and liquidate the Parties’ respective obligations under the Confirmations that gave rise to the first PartyEvent of Default by establishing, and notifying the Defaulting Party of, a termination date (which notice shall be given no earlier than twenty (20) days and no later than 60 Days thirty (30) days after the discovery date of the occurrence of the Triggering Event, establish a date such notice) on which any or all Transactions selected by it the Confirmation shall terminate and this Agreement in respect thereof will terminate be liquidated pursuant to Section 10.3 ("“Early Termination Date") except as provided in Section 8.4”), and and/or (iib) withhold any payments due in respect to the Defaulting Party until such Event of Default is cured, and/or (c) suspend performance of its obligations under this Base Contract and the Confirmation subject to the Event of Default until such TransactionsEvent of Default is cured; provided, upon the occurrence however, that in no event shall any withholding of any Triggering Event listed in item payment or suspension of performance under this Section 10.2 continue for longer than fifteen (iv15) of Section 4.2 as it may apply Business Days with respect to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if single Confirmation unless an Early Termination Date had shall have been immediately declared except as provided and notice thereof given pursuant to this Section 10.2. The foregoing notwithstanding, if the Event of Default is other than the ones described in Section 8.4. If Sections 10.1.1, 10.1.2 or 10.1.5 above, the Non-Defaulting Party may, in its sole discretion, elect to establish an Early Termination Date occursand terminate all (but not less than all) Confirmation(s) under this Base Contract and pursue both the remedies provided for in Section 4.6 for damages accrued prior to the Early Termination Date and to liquidate pursuant to Section 10.3 for all remaining Coal that has yet to be delivered under the Confirmations. If notice of an Early Termination Date is given under this Section 10.2, the Notifying Party shall in good faith calculate its damagesEarly Termination Date will occur on the designated date, including its associated costs and attorneys' fees, resulting from whether or not the termination relevant Event(s) of the terminated Transactions (the "Termination Payment")Default is then continuing. The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices Any rights of a replacement contract the Notifying Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions under this Section 10.2 shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed addition to the Notifying such Non-Defaulting Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due ’s other rights under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)10.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs Upon the happening of any of the following events with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of party: 11.2.1 such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available defaults in the market under a replacement contract for each such Transaction due and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for punctual payment of any amount due payable under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but when and as due, and such default continues for a period of thirty (30) days or such longer period as the non-default party may agree to in writing after written notice thereof has been received by such party from the non-defaulting party; 11.2.2 fails to perform or observe in any material respect any material covenant, condition or provision of, or fails to rectify a material breach of, this Agreement, and such default continues for a period of forty-five (45) days (or such longer period as the non-defaulting party may agree to in writing) after written notice thereof has been received by such party from the non-defaulting party; 11.2.3 such party ceases to carry on business, or takes any action to liquidate its assets, stops making payments in the usual course of business, or voluntarily suspends for more than twenty (20) business days all or substantially all of its business operations, other than suspensions of a temporary nature resulting from Force Majeure; 11.2.4 such amounts shall party institutes proceedings to be netted adjudicated a bankrupt or insolvent or to be wound-up, or consents to the institution of bankruptcy, insolvency or winding-up proceedings against it, or files a petition, answer or consent seeking dissolution or winding up under any bankruptcy, insolvency or analogous laws, or if any such proceedings are commenced in respect of the party and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees are not being contested in good faith (and with the calculation intended result of such contestation being to suspend any adverse effect of such proceeding on the rights of the Termination Paymentparty hereunder) within thirty (30) days after the other party becomes aware thereof or if the other party consents to the filing of any such petition or to the appointment of a receiver over its business and assets generally or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; 11.2.5 such party institutes proceedings under the Companies’ Creditors Arrangement Act, the issue shall be submitted Bankruptcy and Insolvency Act or similar legislation or seeks or takes any proceeding relating to arbitration pursuant a compromise or arrangement with creditors or claimants generally; 11.2.6 a custodian, receiver, manager or any other Person with like powers is appointed to take charge of all or any part of such party’s undertaking, business, property or assets; or 11.2.7 an order is made or a resolution passed for the winding up or liquidation of such party, the non-defaulting party may immediately terminate this Agreement and the resulting Termination Payment shall be due rights and payable within three Days after the award. If licences granted hereunder by giving a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes written notice to that effect to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)defaulting party.

Early Termination. This Agreement may be terminated as follows: (a) If a Triggering Event the NDA Transfer Date has not occurred within six (defined in Section 4.26) occurs with respect to months of the Effective Date, either Party at any time during the term may provide written notice of an intent to terminate this Agreement, provided that if a Party intends to terminate the Agreement, such Party shall first discuss in good faith the reasons for seeking termination and considers potential alternatives to termination, including potential amendments to the Agreement. Termination under this Section 11.2(a) shall not effective be sooner than thirty (30) days from the date of notice. (b) Either Party may, without prejudice to any other remedies available to it under this Agreement or at Applicable Law or in equity: (i) immediately terminate this Agreement upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided, however, in the case of any involuntary bankruptcy, reorganization, liquidation, receivership or assignment proceeding such right to terminate shall only become effective if such other Party consents to the involuntary proceeding or such proceeding is not dismissed within sixty (60) days after the filing thereof; or (ii) terminate this Agreement prior to expiration of the Term in the event the other Party (is in material default or breach of the "Notifying Party") may performance of its obligations hereunder, and has not cured such breach within (i) upon two Business Days thirty (30) days after written notice thereof provided by the non-breaching Party to the first breaching Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish in case such breach is a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for non-payment of any amount due under this Article 4, each Agreement (which shall be deemed a material breach) and (ii) sixty (60) days after written notice thereof provided by the non-breaching Party shall pay to the breaching Party for other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts cases of breach. The termination shall be netted and aggregated with any Termination Payment payable hereunder. If become effective at the Affected Party disagrees with the calculation end of the Termination Payment, (x) thirty (30) day period in case the issue shall be submitted to arbitration pursuant to breach is a non-payment of any amount due under this Agreement and if the resulting Termination Payment breaching Party has not cured such breach during such thirty (30) day period, or (y) sixty (60) day period for other cases of breach unless the breaching Party cures such breach during such sixty (60) day period. The right of either Braeburn or Knight to terminate this Agreement as provided in this Section 11.2 shall not be due and payable within three Days after the award. If a Triggering Event occursaffected in any way by such Party’s waiver or failure to take action with respect to any previous breach or default. (c) Braeburn may, the Notifying Party may (at its election) set off without prejudice to any or all amounts which the Affected Party owes other remedies available to the Notifying Party or it Affiliates (under this Agreement or otherwiseat Applicable Law or in equity, terminate this Agreement: (i) against on thirty (30) days written notice to Knight, if Knight, following Launch, discontinues commercial sale of Sublicensed Product for a period of three (3) months or more for reasons unrelated to Force Majeure, regulatory or safety issues or supply or manufacturing or Sublicensed Product quality issues and subsequently fails to resume sales of a Product within thirty (30) days of having been notified in writing of such failure by Braeburn; (ii) upon written notice to Knight in the event Knight or any of its Affiliates or all amounts sublicensees commences any legal proceeding seeking to challenge or otherwise dispute the validity or ownership of any of the Braeburn Patents or any of the claims therein, or knowingly assists any Third Party to do any of the foregoing, which termination shall be effective on the Notifying date set forth in such notice; or (iii) If Braeburn determines, in its sole discretion, that it is in its best interests to terminate the Titan Agreement pursuant to any one of Sections 12.2(c)(i), 12.2(c)(iii), and 12.2(c)(iv) of the Titan Agreement, then Braeburn shall provide Knight with at least ninety (90) days’ prior notice and, during such ninety-day (90-day) period, Braeburn shall discuss with Knight, in good faith, whether the grounds upon which Braeburn judges termination to be in its best interests can be adequately mitigated. If, after discussions with Knight, Braeburn still decides it is in Braeburn’s best interests to terminate the Titan Agreement, then Braeburn shall negotiate in good faith with Titan and Knight to determine whether Titan would agree to license rights in the Territory directly to Knight, including a commitment to supply Sublicensed Products to Knight. Notwithstanding the foregoing, Braeburn may not terminate this Agreement under this Section 11.2(c)(iii) prior to three (3) years following the NDA Transfer date and then only upon at least one (1) year prior notice. If Braeburn terminates the Titan agreement pursuant to this Section 11.2(c)(iii), then, notwithstanding the termination of this Agreement, the ROFN outlined in Section 2.9 shall survive for the remainder of the Initial Term. (d) Either Party owes may, without prejudice to the Affected Party (either any other remedies available to it under this Agreement or otherwise)at Applicable Law or in equity, terminate this Agreement immediately upon written notice to the other Party, if either Party determines in good faith that it is not advisable for Knight to continue to Commercialize any Sublicensed Products in the Territory as a result of a bona fide safety issue regarding any Sublicensed Products. (e) This Agreement shall automatically terminate in the event the Titan Agreement is terminated prior to the expiration of the Term; provided that Braeburn shall not seek to terminate the Titan Agreement for any reason other than what is contemplated in Section 11.2(c) hereof, or Section 12.2(a) of the Titan Agreement.

Early Termination. If a Triggering Event (a) This Agreement will terminate automatically, and neither party shall have any further obligations or duties under this Agreement, in the event that state regulatory authorities find Executive unsuitable to hold the position provided herein, except for obligations accrued under Section 3(a) and 3(b) as of the date of termination. (b) Notwithstanding the provisions of Section 2 hereof, Executive may be discharged by the Company for Cause (as defined in Section 4.24(d) occurs with respect to either Party at hereof), in which event the Period of Employment hereunder shall cease and terminate and neither party shall have any time during the term of further obligations or duties under this Agreement, except for obligations accrued under Section 3(a) and 3(b) as of the other Party (date of termination. In addition, the "Notifying Party") may Period of Employment shall cease and terminate upon the earliest to occur of the following events: (i) upon two Business Days written notice the death of Executive or (ii) at the election of the CEO (subject to the first PartyAmericans With Disabilities Act), the inability of Executive by reason of physical or mental disability to continue the proper performance of his/her duties hereunder for a period of 180 consecutive days. Upon termination of the Period of Employment as a result of the Executive's death or disability, in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall pay to Executive or his/her estate, as the case may be, a lump sum amount equal to the lesser of (i) the base salary described in Section 3(a) hereof for the remaining term of the Agreement, or (ii) the amount of base salary to which notice Executive would have been entitled to receive for the one (1) year following his/her death or disability. (c) In the event Executive is discharged by the Company other than for the reasons set forth in Paragraph 4(b) above, Executive shall have no further obligations or duties under this Agreement, provided, however, that Executive shall continue to be bound by the provisions of Section 5 hereof if the Company performs its obligations under this Section 4(c). In the event of termination of the Period of Employment pursuant to the preceding sentence, unless such termination is in connection with a change in control of the Company or a sale of all or substantially all of the assets of MTR Gaming Group, Inc. (individually or collectively, a "Change in Control") (in which case Executive's severance will be as set forth in the last sentence of this Paragraph 4(c)), in consideration for Executive or his/her heirs and beneficiaries releasing the Company from any claims, damages or causes of action, the Company shall continue to pay Executive the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the otherwise remaining Period of Employment without any duty on the part of Executive to mitigate such payments; provided, however, that if Executive should die prior to the end of such period, the provisions of Section 4(b) hereof shall be given no later than 60 Days after applicable as though Executive's employment hereunder had not been so terminated. In the discovery event such termination is in connection with a Change in Control, then the Company shall pay Executive severance in an amount equal to the greater of (i) the entire compensation otherwise payable to him/her under the provisions of Section 3 hereof for the remainder of the occurrence Period of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, Employment hereof; and (ii) withhold one year's salary—in either case without any payments due duty on the part of Executive to mitigate such payments, in respect consideration for a mutual release from any further obligations of such Transactionseither party hereunder. (d) For purposes of this Section 4, the term "Cause" shall mean (i) conviction of a felony, (ii) embezzlement or misappropriation of funds or property of the Company or any of its affiliates (the "Affiliates"), (iii) Executive's consistent refusal to substantially perform, or willful misconduct in the substantial performance of, his/her duties and obligations hereunder; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement Executive's engaging in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided activity that the CEO determines in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available his reasonable judgment would result in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any suspension or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment revocation of any amount due under this Article 4video lottery, each Party shall pay parimutuel, or other gaming license or permit held by MTR or any of its subsidiaries; or (v) a determination by any state gaming regulatory agency that Executive is not suitable to hold his/her position or otherwise to participate in a gaming enterprise in the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)state in question.

Early Termination. If a Triggering Event The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (defined a) any condition set forth in Section 4.2Sections 14.1 (a) occurs with respect through (1) has not been satisfied; (b) either Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, 1996; (c) either Party at any time during the term of this Seller or Raytheon shall exercise their rights to terminate their Engineering, Procurement and Construction Contract on or before November 12, 1996, or (d) either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Eventmay terminate this Coke Purchase Agreement on or before November 12, establish a date on which 1996, without any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of further obligation to such Transactionsother Party; provided, upon however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the occurrence construction of any Triggering Event listed the Coke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in item excess of *****Dollars (iv$*****); further, provided, Seller shall pay ***** (*****) and Purchaser shall pay ***** (*****) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated such costs and attorneys' feesfees up to an aggregate amount of *****Dollars ($*****), resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers foregoing in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party this subsection (defined in Section 4.2d) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (being capped at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)$*****.

Early Termination. If 13.2.1 In the event that a Triggering Event Party materially breaches its obligations under this AGREEMENT (defined in Section 4.2including without limitation a MATERIAL SUPPLY BREACH and a late payment of more than thirty (30) occurs with respect to either Party at any time during the term of this Agreementdays), the other non-breaching Party may terminate this AGREEMENT upon thirty (the "Notifying Party"30) may (i) upon two Business Days days prior written notice to the first breaching Party, unless the breaching Party cures such breach to the non-breaching Party’s reasonable satisfaction during such thirty day period. Notwithstanding the preceding sentence, in the event that a Party materially breaches its obligations under this AGREEMENT more than two (2) times in any consecutive twenty-four (24) month period, the non-breaching Party may terminate this AGREEMENT immediately without providing the breaching Party an opportunity to cure such breach, by giving the breaching Party written notice thereof. 13.2.2 Each Party may terminate this AGREEMENT by notice in writing to the other Party, for cause, if such other Party is adjudicated to be insolvent or files a petition in bankruptcy. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 13.2.3 VIDARA may immediately terminate this AGREEMENT by notice in writing if VIDARA should be prevented by the HEALTH AUTHORITIES from distributing PRODUCT on the market for all indications. In such event, *** for the following: (A) VIDARA shall either (at VIDARA’s discretion) (i) *** in accordance with the then existing *** under the *** (in which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any case *** or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold *** of the unit price of the PRODUCT then in effect for the PRODUCT forecasted in the then existing *** under the *** ; and (B) *** any payments non-cancelable costs incurred by BI RCV for COMPONENTS which were purchased by BI RCV at VIDARA’s request to the extent that VIDARA has not yet paid for such COMPONENTS; provided that VIDARA shall have no liability to BI RCV under this Section 13.2.3 in the event that such HEALTH AUTHORITY action is solely due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination breach of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (BI RCV’s warranties under this Agreement or otherwiseany negligence or willful misconduct by BI RCV or BI Pharma KG. 13.2.4 All payments in connection with early termination shall be due within thirty (30) against any or all amounts which days after receipt by BI RCV of the Notifying Party owes to notice of early termination from VIDARA and receipt by VIDARA of the Affected Party (either under this Agreement or otherwise)respective invoice from BI RCV.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect Notwithstanding anything to either Party the contrary herein, the Company shall have the right at any time during time, at its sole option, to terminate Executive's employment hereunder without cause upon thirty (30) days' prior written notice; provided, however, if the Company delivers notice that Executive's employment is terminated pursuant to this Section 8(a) or delivers notice not to automatically extend the term pursuant to Section 2 hereof, Company shall pay Executive, and Executive shall accept in full satisfaction of Company's obligations under this Agreement, an amount, payable in a lump sum payment promptly upon termination, equal to two (2) times the other Party (the "Notifying Party") may sum of (i) upon two Business Days written notice the annual base salary in effect at the termination date, plus (ii) the average annual bonus compensation payable to Executive during the first Partyprior three (3) fiscal years, which notice and (iii) the average annual award under the Deferred Compensation Plan (as hereinafter defined) during the prior three (3) fiscal years. (b) In the event of a "change in control" of the Company (as hereinafter defined), (i) this Agreement shall be given no later than 60 Days after the discovery deemed terminated as of the occurrence date of the Triggering EventChange in Control, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date"the Company shall pay to Executive the payment required under Section 8(a) except as provided in Section 8.4, hereof; and (ii) withhold the Executive shall be entitled to receive from the Company the following additional benefits: (1) The Company shall pay Executive a lump sum, in cash, equal to Executive's earned but unpaid base salary and other earned but unpaid cash entitlements for the period through and including the date of termination of Executive's employment, including unused earned and accrued vacation pay and unreimbursed business expenses. In addition, Executive shall be entitled to any payments due other benefits earned or accrued by Executive for the period through and including the date of termination of Executive's employment under any other employee benefit plans and arrangements maintained by the Company, in respect accordance with the terms of such Transactions; providedplans and arrangements, upon except as modified herein. (2) All outstanding stock options held by Executive shall become immediately vested, nonforfeitable and exercisable as of the occurrence date of any Triggering Event listed the Change in item Control. (iv3) All of Section 4.2 as it may apply the Executive's rights in and to any partythe account under the Comair Holdings, all Transactions and this Agreement in respect thereof Inc. Deferred Incentive Compensation Plan ("Deferred Compensation Plan") shall automatically terminate, vest in full without notice, further action as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all date of the settlement prices of NYMEX Gas futures contractsChange in Control, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Company shall be netted against each other. The Notifying Party shall give pay, or cause the Affected Party trustee under the Deferred Incentive Compensation Rabbi Trust Agreement (defined "Rabbi Trust Agreement") to pay Executive a lump sum equal to Executive's account in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable full as vested hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If a Triggering an Event (defined in Section 4.2) occurs of Default has occurred and is continuing, other than with respect to either payments to be made from one Party to the other Party as described in Subsection 13.2 (f), upon written notice by the Non-Defaulting Party to the Defaulting Party, the Defaulting Party shall have a period of sixty (60) Days following the delivery of such written notice to the Non-Defaulting Party, to cure the specified Default. In the event that the Defaulting Party has not effectuated a cure within such sixty (60) day period, the Non-Defaulting Party upon Notice to the Defaulting Party, may designate a Day, no earlier than the Day such Notice is given and no later than ten (10) Business Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination of this Agreement pursuant to this Section. If an Event of Default has occurred as provided for in Subsection 13.2 (f), the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, at any time during its sole election, to immediately withhold or suspend deliveries or payments, as may be applicable. In addition thereto, the term Non-Defaulting Party, upon Notice to the Defaulting Party, may designate a Day, no earlier than the Day such Notice is given and no later than twenty (20) Business Days after such Notice is given, as the Early Termination Date, for the liquidation and termination of the Agreement pursuant to this Section. (b) As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each Party with respect to all Gas delivered and received between the Parties under this Agreement on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts, for which payment has not yet been made by the Party that owes such payment under this Agreement. (c) The Non-Defaulting Party shall also aggregate the costs that the Non-Defaulting Party incurs in liquidating and accelerating this Agreement, or otherwise settling obligations arising from the cancellation and termination of this Agreement, including brokerage fees, commissions, and other similar transaction costs and expenses reasonably incurred by the Non-Defaulting Party including costs associated with hedging its obligations, transaction costs associated with obtaining replacement suppliers or markets (e.g. brokerage fees, or other such payments), additional transmission costs, ancillary services costs and like costs incurred in moving the replacement Gas to or from the Delivery Point) and reasonable attorneys’ fees and other reasonable litigation costs incurred in connection with enforcing its rights under this Agreement (collectively “Costs”) and such Costs shall be due to the Non-Defaulting Party. (d) The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the Parties under this Section so that all such amounts are netted or aggregated to a single liquidated amount payable by one Party to the other Party (the "Notifying Party") “Net Settlement Amount”). At its sole option, the Non-Defaulting Party may set-off (i) upon two Business Days written notice any Net Settlement Amount owed to the first Party, which notice shall be given no later than 60 Days after the discovery Non-Defaulting Party against any collateral provided as assurance of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected performance and held by it and under this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and Agreement; or (ii) withhold any payments due Net Settlement Amount payable to the Defaulting Party against any amount(s) payable in Dollars or any other currency by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or arrangement between the Defaulting Party and the Non-Defaulting Party or its Affiliates. The obligations of the Non-Defaulting Party, the Non-Defaulting Party’s Affiliates, and the Defaulting Party under this Agreement or otherwise in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted deemed satisfied and aggregated with discharged to the extent of any Termination Payment payable hereundersuch set-off. If The Non-Defaulting Party will give the Affected Defaulting Party disagrees with Notice of any set-off effected under this Section provided that failure to give such Notice shall not affect the calculation validity of the Termination Payment, the issue set-off. Nothing in this paragraph shall be submitted deemed to arbitration pursuant create a charge or other security interest. The rights provided by this Section are in addition to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which a Triggering Event occurs, the Notifying Party may be entitled (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement whether by operation of law, contract or otherwise).. “

Early Termination. (a) If a Triggering no Lease Event (defined of Default shall exist, on any scheduled Payment Date after the second anniversary of the Interim Term Expiration Date, Lessee may, at its option, upon at least 30 days' advance written notice to Lessor and Agent, purchase all, but not less than all, of the Units subject to this Lease for the Purchase Option Exercise Amount; provided that the lessee under the Other Lease shall have concurrently exercised its early termination option thereunder and designated the same date for purchase. Upon the indefeasible payment in Section 4.2) occurs full of such sums by Lessee in accordance with respect the provisions of the preceding sentence, the obligation of Lessee to either Party at any time during pay Rent hereunder shall cease, the term of this AgreementLease shall end on the date of such payment and Lessor shall execute and deliver to Lessee such documents as may be reasonably required to release the Units from the terms and scope of this Lease (without representations or warranties, except that the other Party Units are free and clear of Certificate Trustee Liens), in such form as may be reasonably requested by Lessee, all at Lessee's sole cost and expense. (b) Notwithstanding anything stated herein to the "Notifying Party") may contrary, if (i) due to a change in accounting rules or treatment, this Lease is no longer treated as an operating lease for accounting purposes, or (ii) Lessor or any Participant is required to claim any federal or state tax attributes or benefits (including depreciation) relating to the Units in respect of any period prior to the Lease Expiration Date by an appropriate taxing authority or after a clearly applicable change in Applicable Laws and Regulations or as a protective response to a proposed adjustment by a Governmental Authority, Lessee may, at its option, upon two Business Days at least five (5) days' advance written notice to the first PartyLessor and Agent, which notice shall be given no later purchase all but not less than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices Units subject to this Lease for the Purchase Option Exercise Amount; provided that the lessee under the Other Lease shall have concurrently exercised its early termination option thereunder and designated the same date for purchase. Upon the indefeasible payment in full of NYMEX Gas futures contractssuch sums by Lessee in accordance with the provisions of the preceding sentence, quotations the obligation of Lessee to pay Rent hereunder shall cease, the term of this Lease shall end on the date of such payment and Lessor shall execute and deliver to Lessee such documents as may be reasonably required to release the Units from leading dealers the terms and scope of this Lease (without representations or warranties, except that the Units are free and clear of Certificate Trustee Liens), in Gas swap contracts and other bona fide third party offerssuch form as may be reasonably requested by Lessee, all adjusted for the length of the remaining term at Lessee's sole cost and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)expense.

Early Termination. This Agreement may be terminated as follows: (a) by Baxter and Accentia upon their written agreement; (b) by Baxter or Accentia in the event the other Party is in breach of any of its material obligations under this Agreement, in which case the complaining Party may give written notice of such breach to the defaulting Party and request remedy of same. If a Triggering Event the Party in breach fails to remedy said breach within ninety (defined 90) days after the date of notice, then this Agreement may be terminated immediately by written notice of termination given by the complaining Party; (c) by Baxter or Accentia with written notice to take effect immediately upon receipt thereof by the other Party in Section 4.2) occurs with respect the event that the Party receiving notice has become subject to either Party liquidation under Chapter 7 of the federal Bankruptcy Code or has attempted to assign any part of the rights granted to it under this Agreement without prior written consent of the other Party; provided, however, that in the event Accentia is no longer subject to its current bankruptcy proceedings at any time during the term of this Agreement, by Baxter in the other Party event Accentia thereafter becomes bankrupt or insolvent or makes an assignment for the benefit of creditors, or a receiver is appointed for its business or a voluntary or involuntary petition of bankruptcy is filed, or proceedings for the reorganization of Accentia are instituted; (d) subject to the "Notifying Party"requirements of Section 13.8, by Baxter in the event of a Change of Control in Accentia unless Baxter provides its written consent to such Change of Control, with such consent not to be unreasonably withheld or delayed, provided that Accentia provides at least thirty (30) may days prior written notice to Baxter before entering into any binding agreement with respect to (I) a Change of Control transaction or (II) the license of all or substantially all of Accentia’s intellectual property; (e) by Baxter in its sole discretion in the event that Accentia fails to submit an IND with respect to an indication in the Exclusive Clinical Field with the FDA within eighteen (18) months of the Effective Date or, in any event, within twenty-four (24) months from the date of this Agreement; (f) by Baxter in its sole discretion in the event (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery First Patient Date does not occur within one hundred eighty (180) days of the occurrence FDA’s agreement on the commencement of clinical trial(s) based on an IND submitted (original or amendment) pursuant to Section 10.2(e) or, in any event, within thirty (30) months from the Triggering Eventinitial IND submission date, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due following the submission of the IND as contemplated in Section 10.2(e), Accentia fails to use its commercially reasonable efforts to consistently, without interruption, pursue the clinical trial(s) as agreed by the FDA with respect to such IND (as may be amended or superseded from time to time), or (iii) the FDA has not agreed with the IND filed pursuant to Section 10.2(e) within twenty-four (24) months from the date of such Transactionsinitial submission; (g) by Baxter in its sole discretion in the event the First Commercial Sale Date does not occur within six (6) years of the First Patient Date; and (h) automatically, without any further action by either Party, in the event the Bankruptcy Order is not entered by the Bankruptcy Court within ninety (90) days of the Effective Date (and a copy thereof promptly delivered to Baxter); provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyhowever, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions that Accentia shall be netted against each other. The Notifying Party shall give required to use best efforts to obtain the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Bankruptcy Order.

Early Termination. If a Triggering So long as no Default or Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this AgreementDefault shall have ----------------- occurred and be continuing, the other Party (the "Notifying Party") may (i) Lessee may, upon two Business Days not less than 180 days' prior written notice to the first Party, Owner Trustee (which notice shall not be given no later than 60 Days after revocable without the discovery consent of the occurrence Owner Participant), terminate this Lease on or after September 30, 2006 (or, if earlier, the date referred to in clause (ii) of the Triggering Eventsecond paragraph of Section 8(d)) or as of any succeeding Rent Payment Date if the Facility, establish a in the good faith judgment of the Lessee as determined by the Board of Directors, shall have become uneconomic, obsolete or surplus to the needs of the Lessee so as to be no longer useful in the conduct of Lessee's business; provided that such notice shall be deemed to be invalid unless similar notice has been given under the corresponding provision of the ClO2 Lease Such written notice shall designate the date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate termination is to become effective, which shall be a date set forth on Schedule 3 hereto (the "Early Termination Date") except as and shall be accompanied by a certified copy of the resolutions of the Board of Directors making such determination and by an Officer's Certificate of the Lessee setting forth the determination that the Facility has become uneconomic, obsolete or surplus to the needs of Lessee and a statement in reasonable detail of the basis for such determination. For the purposes of this Section 13(d), interest rates payable by the Lessee on its indebtedness for borrowed money or finance charges payable by the Lessee in connection with the acquisition of its equipment under conditional sale contracts, leases or other arrangements for deferred payment shall be disregarded in the determination of any right of termination provided in Section 8.4, and (ii) withhold any payments due in respect herein. Following the giving of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, the Lessee, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursagent for the Owner Trustee, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination dispose of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities Facility and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or transfer all of the settlement prices of NYMEX Gas futures contractsOwner Trustee's right, quotations from leading dealers title and interest in Gas swap contracts and other bona fide third party offers, all adjusted to the Site Lease on the Termination Date for the length best price obtainable unless the Owner Participant shall notify the Lessee that it elects to retain ownership of the remaining term Facility in accordance with and to the basis differential. All terminated Transactions extent permitted by the last paragraph of this Section 13(d), provided that no such disposition shall be netted against each other. to the Lessee or any Affiliate of the Lessee; provided further that such disposition shall not be permitted unless a disposition of the ClO2 Facility in accordance with the corresponding provisions of the ClO2 Lease shall be made simultaneously under the same terms and conditions to the same parties The Notifying Party Lessee shall give certify to the Affected Party (defined Owner Trustee in Section 4.2) written notice of writing the amount of each bid so received and the Termination Paymentname and address of the party submitting such bid promptly upon receipt thereof. The Owner Trustee may obtain bids, inclusive but shall be under no duty to solicit bids, inquire into the efforts of a statement showing its determinationthe Lessee to obtain bids or otherwise take any action in connection with arranging such dispositions. If a Termination Payment is owed Prior to the Notifying Partysuch disposition and after such termination, the Affected Party Facility shall pay not be used by the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of Lessee or any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation Affiliate of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Lessee.

Early Termination. If a Triggering Event --------------------------------- ----------------- (defined in Section 4.2) occurs with respect to either Party at any time during ----------- the term of this Agreement, the other Party (the "Notifying Party") may (i) upon --------------- two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as ---------------------- provided in Section 8.4, and (ii) withhold any payments due in respect of such ----------- Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 4.2, as it may apply to any party, all Transactions and ----------- this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall ----------- in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) ------------------- comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differentialdeferential. All terminated Transactions shall be netted against each otherother and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination ----------- Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the The Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts --------- payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, upon (A) the other Party occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC, dated as of April 25, 2002 (the "Notifying PartyTriparty Agreement"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (ias defined in the Triparty Agreement) upon two the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days written of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the first Party, which notice shall be given no later than 60 Days after the discovery of 20th day following the occurrence of such event (the Triggering Event"Transfer Cut-Off Date"), establish a date on which any or all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this Agreement, but all such amounts Section 6(b)(ii) shall be netted and aggregated with any Termination Payment payable hereunder. If occur if (x) then the Affected Party disagrees with the calculation current ratings of the Termination Payment, Class A Notes by Moody's Investors Service ("Moody's") or Standard & Poor's Ratixx Services ("S&P") would be reduced or adversely affected or (y) the issue shall position of the Trust would otherwise materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party occurrence of such transfer or substitution)" (either under this Agreement or otherwisev) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs Buyer may on written notice to Wyeth terminate this Agreement immediately if any Regulatory Agency takes any action, the result of which is to prohibit or restrict the manufacture, formulation, packaging, labeling, storage, importation, sale, offer for *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sale or use of the Products or any bona fide claim is made that the manufacture, formulation, packaging, labeling, storage, importation, sale, offer for sale or use of any of the Products infringes any patent or other proprietary or protected right. (b) If either Party shall at any time during fail to discharge any of its material obligations hereunder and shall fail to correct such default within forth-five (45) days after the term other Party shall have given notice to it thereof, or if the default is of a type or nature that cannot be cured within forty-five (45) days, and the breaching Party shall fail to adopt a plan to remedy such default within said forty-five (45) days that is reasonably acceptable to the aggrieved Party, the aggrieved Party shall be entitled to notify the other Party that it intends to terminate this AgreementAgreement unless such default is corrected and may so terminate ten (10) days after such end of such forty-five (45) day period if such default is continuing. (c) In the event that either Party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected entitled by it and notice in writing to such Party to terminate this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)forthwith.

Early Termination. If a Triggering ----------------- Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two (2) Business Days written notice to the first Party, which notice shall be given no later than 60 Sixty (60) Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.49.4, and (ii) withhold any payments due in respect of such Transactionsdue; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and a Party may at its sole option declare that this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.49.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions this Agreement (the "Termination Payment"). The Termination Payment will be determined by equal (i) comparing the difference between the value of (a) the remaining term, quantities and prices under each such Transaction this Agreement had it not been terminated to and (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or or, at Notifying Party's sole option, which are reasonably expected to be available in the market under a replacement contract for each such Transaction and Agreement; plus (ii) ascertaining the liquidated value of any hedge positions pursuant to Exhibit B; and (iii) reasonable transaction associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, at the applicable delivery point, and/or the Exchange Price, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differentialBasis Difference. All terminated Transactions If the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be netted against each otherzero. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the The Affected Party shall pay the Termination Payment to the Notifying Party within 10 ten (10) Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it its pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party 2.2.1 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated at any time during by any Party if and when agreed upon by the term other Party. 2.2.2 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party upon expiration of this Agreementa three (3) year period from the Effective Date if the Steering Committee has decided that (a) Readiness has not been achieved within such a three (3) year period and decided that (b) there will be no extension of the period wherein Readiness of the IJDP will be achieved. However, if after such termination, a Party (the “Solving Party”) identifies a solution resolving the problem underlying the non-achievement of Readiness and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, then the Solving Party shall have the obligation to notify the other Party (the "Notifying “Notified Party"”) may of such solution during a period of (i) upon two Business Days written notice (2) years after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) six (6) months after the date of such termination if the Solving Party identifies such solution together with a third party and the Notified Party shall have the right to collaborate, with the first Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within 90 days of receiving notice from the Solving Party. 2.2.3 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party in each case that the Steering Committee decides, prior to or on the due date, that (a) a given milestone (as specified in Appendix 3) cannot be achieved within the period determined by the Agreement and the Steering Committee decides that (b) there will be no extension of the period wherein the relevant milestone is to be achieved. However, if after such termination, a Solving Party identifies a solution resolving the problem underlying the non-achievement of said milestone and the Solving Party reconsiders the development of the PFT and requiring the Foreground for its implementation, the Solving Party shall have the obligation to notify the Notified Party of such solution during a period of (i) two (2) years after the date of such termination if the Solving Party independently identifies, without relying on third parties, such solution or (ii) six (6) months after the date of such termination if the Solving Party identifies such solution together with a third party and the Notified Party shall have the right to collaborate, with the Solving Party, on such solution according to terms identical to those of this Agreement or under other terms agreed upon between the Parties, which right the Notified Party must exercise within 90 days of receiving notice from the Solving Party. 2.2.4 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if no license agreement (including but not limited to a license agreement with TPRF or a TPRF Affiliate) is signed with a Licensee within three (3) years after Readiness or seven (7) years of the Effective Date, whichever date is the earliest, and which license agreement covers the construction and operation of a Licensed Unit with a capacity for the production of Propanol (and other (by-)products produced by the plant) of at least [***] thousand metric tons ([***],000 t) per year. These time periods shall be given extended by the number of years under which TPRF has exercised its options for exclusivity according to Section 7.7. 2.2.5 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if, no later than 60 Days twenty-one (21) months after the discovery Effective Date, or a later date as reasonably agreed by the Steering Committee: (i) TPRF and/or the TPRF Dehydration Partner have expressed disagreement with reasonable and good faith terms and conditions proposed by Coskata and directed to providing Coskata, for the benefit of Licensees, the occurrence of ability to access the Triggering Event, establish a date on which any or all Transactions selected dehydration technology being jointly developed by it TPRF and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4the TPRF Dehydration Partner, and (ii) withhold any payments due no alternative solution regarding the availability of a dehydration technology to Licensees is agreed upon by the Parties. Both Coskata and TPRF represent and warrant to undertake a good faith effort to have Coskata and the TPRF Dehydration Partner sign such an agreement or agree to such an alternative solution within this twenty-one month period. Coskata and TPRF also agree to maintain, during the course of negotiating an agreement as provided for in respect subsection (i) of this paragraph, a list of material issues remaining for resolution. During the undertaking of such Transactions; providedgood faith efforts, any such list of material issues remaining for solution shall be shared between Coskata and TPRF, on a monthly basis or otherwise upon request of each Party, in a manner that reasonably enables the occurrence Parties to solve such issues. Such termination in application of this Paragraph 2.2.5 may only be exercised on the date twenty-one months after the Effective Date, or any later date reasonably agreed by the Steering Committee. Such termination shall be the sole and exclusive remedy any Party may have on account of the other Party. 2.2.6 Notwithstanding Paragraph 2.1 hereof, this Agreement may be terminated by any Party if at any time, in the opinion of outside antitrust counsel, the exercise of rights and obligations contained in this Agreement violates any applicable antitrust laws or regulations and the provisions of Section 13.8 do not permit the continued operation of this Agreement. The non-terminating Party shall have available any legal remedy for damages resulting from any decision by a Party to terminate the Agreement under this Paragraph 2.2.6 without there being any such violation of applicable antitrust laws or regulations, notwithstanding Section 13.3. 2.2.7 In the event a proceeding for bankruptcy, insolvency, dissolution, compulsory winding-up, judicial custodian, compulsory management, or any other event which under the laws of any Triggering Event listed in item (iv) of Section 4.2 as it may jurisdiction has a similar effect, is commenced against Coskata, TPRF may, without waiving any other rights or remedies available to it, apply to any court or authority of competent jurisdiction to prevent any assignment of this Agreement or any of the rights, title, interests or benefits contemplated therein by operation of law or act of authority or otherwise, to any third party, all Transactions including any trustee, without the prior written consent of Coskata, and Coskata shall assist TPRF in this regard in any manner permitted by law. In case of such proceeding being commenced against Coskata, and notwithstanding Paragraph 2.1 hereof, TPRF shall be entitled to terminate this Agreement in respect thereof shall automatically terminateand/or to withdraw the right granted to Coskata under this Agreement. 2.2.8 Notwithstanding Paragraph 2.1, without this Agreement may be promptly terminated by either Coskata or TPRF, upon notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by event that without such Party’s prior written consent (i) comparing there is an assignment of this Agreement or of all or any part of the value of (a) the remaining termForeground and/or Coskata or TPRF’s Background, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and benefit of creditors and/or (ii) ascertaining there is a Change of Control of Coskata or TPRF (the associated costs and attorneys' feesterm “Change of Control” shall mean with respect to any Party, an event whereby a third party (other than any TPRF Affiliate or Coskata Affiliate existing as of the Effective Date) acquires more than fifty percent (50 %) of the shares or equity interests in such Party). To ascertain [***] Indicates that text has been omitted which is the market prices subject of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherconfidential treatment request. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees text has been separately filed with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement Securities and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Exchange Commission.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes woes to the Notifying Party or it Affiliates (( under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event Borrower may also terminate this Agreement by giving Lender at least thirty (defined 30) days prior written notice (the "Early Termination Notice") and payment in Section 4.2) occurs with respect full of all of the Obligations as provided herein, including the Early Termination Fee (as hereinafter defined), unpaid Facility Fee and any other fees, provided that, the Affiliated Borrower simultaneously terminates the Affiliate Loan Agreements contemporaneously therewith. Borrower shall have no right to either Party terminate this Agreement as aforesaid if the Affiliate Loan Agreements are not being simultaneously terminated by the Affiliated Borrower. Lender shall also have the right to terminate this Agreement at any time during upon or after the term occurrence of an Event of Default. If Lender terminates this Agreement upon or after the occurrence of an Event of Default, Borrower, jointly and severally with Affiliated Borrower, shall pay Lender forthwith, in full, payment of all Obligations, including Early Termination Fee, Facility Fee and any other fees. In view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender's lost profits, the early termination fee (the "Early Termination Fee"), which shall be the joint and several obligation of Borrower and Affiliated Borrower, shall be equal to: (a) If such termination occurs on or prior to the first anniversary of this Agreement, the other Party three (the "Notifying Party"3%) may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery percent of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to Maximum Credit; (b) If such termination occurs after the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices first anniversary of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If on or prior to the Affected Party disagrees with the calculation second anniversary of this Agreement, two (2%) percent of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days Maximum Credit; and (c) If such termination occurs after the awardsecond anniversary of this Agreement, one (1%) percent of the Maximum Credit. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes Notwithstanding anything to the Notifying Party contrary contained herein, Borrower acknowledges, confirms and agrees that from and after the date which is thirty (30) days after receipt by Lender of the Early Termination Notice, Lender shall have no obligation to make any loans, advances or it Affiliates (under this Agreement other financial accommodations to or otherwise) against any or all amounts which for the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)benefit of Borrower hereunder.

Early Termination. In case either of the contracting parties intends to report early termination of this contract, said circumstances should be performed as describe in article thirty herein, with at least 30 days before the end of the initial term of this contract or any extension thereof. In the event of any failure to comply by any of the parties be updated regarding their obligations for which they are liable under this contract, or with any of the attachments that are an integral part thereof, if such failure is not remedied within a period of 30 calendar days starting from the date notice or said failure is received, the party that is not in default may unilaterally declare early termination of this contract and all or part of the attachments without any liability on its part. In addition, the party in default shall pay the affected party for any damage, attorney’s fees and any other legal loss derived from said default. Furthermore, the contracting parties agree that exercising their right to early termination of this document by any of the parties shall not constitute a waiver in order to exercise payment of damages and inconvenience to which it might be entitled to claim in conformity with applicable laws, or to obtain payment of the contractual penalty agreed in the contract herein. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time “Molimentales" determines that it no longer requires the supply of the product during the term of this Agreementthe present contract, the other Party it shall notify "Evonik" in writing about these circumstances ninety (the 90) days in advance and "Notifying Party"Evonik" may: (a) may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any Decide whether or all Transactions selected by not it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the declares early termination of the terminated Transactions (the obligations for which "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining termMolimentales" is liable according to this document, quantities and prices under each such Transaction had it not been terminated to or (b) Decide that "Molimentales" pay half of the equivalent quantities total cost remaining of the agreed term of the contract and relevant market prices the contractual penalty described herein, in addition to damages or inconvenience derived therefrom. On its part, "Evonik" shall deliver the product for which Molimentales will pay for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (iipurposes of item b) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)herein.

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, upon (A) the other Party occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Notifying PartyTRIPARTY AGREEMENT")), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (ias defined in the Triparty Agreement) upon two the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days written of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the first Party20th day following the notice given pursuant to Section 6(b)(i) (the "TRANSFER CUT-OFF DATE"), which notice shall be given no later than 60 Days after the discovery all of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this Agreement, but all such amounts Section 6(b)(ii) shall be netted and aggregated with any Termination Payment payable hereunder. If occur if (x) then the Affected Party disagrees with the calculation current ratings of the Termination Payment, Class A Notes or the issue shall Certificates by Xxxxx'x Investors Service ("Moody's") or Standard & Poor's Rating Services ("S&P") would be submitted to arbitration pursuant to this Agreement and reduced or adversely affected or (y) the resulting Termination Payment shall position of the Trust would otherwise materially be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party occurrence of such transfer or substitution)" (either under this Agreement or otherwisev) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non- Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence of any Triggering Event listed in item Non-Defaulting Party shall be entitled to a “Termination Payment” equal to (ivi) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as the Project Development Security if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) the Delivery Term Security if the Early Termination Date occursoccurs on or after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non- Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. (a) The Lessee shall be entitled to terminate this Lease by giving Lessor at least sixty (60) days' prior written notice of such termination ("Termination Notice"). If a Triggering Event any of the events set forth in PARAGRAPH 3.3(b) shall occur (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement"Lessor Termination Events"), the other Party Lessor shall be entitled to terminate this Lease by giving Lessee a Termination Notice at least one hundred eighty (the "Notifying Party"180) may (i) upon two Business Days written notice days prior to the first Party, which notice effective date thereof. Any Termination Notice given under this PARAGRAPH shall be given no later than 60 Days after specify the discovery of the occurrence of the Triggering Event, establish a effective date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of termination. Lessee shall not be liable to pay any Triggering Event listed termination or other fee or expense in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from connection with the termination of the terminated Transactions Lease under this PARAGRAPH, and, upon termination of the Lease under this PARAGRAPH, Lessee shall have no further liability to Lessor under this Lease, except as otherwise provided in this Lease. (b) Each of the following shall be a "Lessor Termination Payment"). The Termination Payment will be determined by Event" giving Lessor the right but not the obligation to terminate this Lease as set forth in PARAGRAPH 3.3(a): (i) comparing The acceptance by Lessor of an offer to lease or sell the value Building to a third party. For purposes hereof, a sale of (a) assets, sale of stock, merger or other transaction in which control of Lessor or the remaining term, quantities and prices under each such Transaction had it not been terminated Building is to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by be conveyed to a bona fide third party offer or which are reasonably expected to be available in shall constitute a "sale" of the market under a replacement contract for each such Transaction and Building. (ii) ascertaining The cessation of all or a substantial portion of the associated costs and attorneys' fees. To ascertain operations of Lessor at the market prices Industrial Center. (iii) The entry by Lessor into an agreement with a third party for a change in control of Lessee, or the occurrence of a replacement contract change in control of Lessee. A "change in control" of Lessee for purposes of this Lease shall be deemed to have taken place if (A) Lessor or any of its affiliates no longer have the Notifying Party may considerpower to vote, among directly or indirectly, whether through record or beneficial ownership, a voting trust arrangement, or other valuationscontractual arrangement, any a majority of the voting power of the outstanding shares of Lessee, or (B) all or substantially all of the settlement prices Lessee's assets are sold to any person other than an affiliate of NYMEX Gas futures contractsLessor. For purposes hereof, quotations from leading dealers a "person" includes an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint stock company, or similar organization or group acting in Gas swap contracts and other bona fide third party offers, all adjusted concert. A "person" for the length of the remaining term and the basis differential. All terminated Transactions these purposes shall be netted against each other. The Notifying Party shall give deemed to be a "beneficial owner" as that term is used in Rule 13d-3 under the Affected Party (defined in Section 4.2) written notice Securities Exchange Act of the amount of the Termination Payment1934, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)as amended.

Early Termination. If (a) The Parties (EGI acting as one Party for the purposes of this section) may terminate this Agreement at any time by mutual written consent. In addition, each Party shall have the right to terminate this Agreement effective upon ten (10) days’ prior written notice to the other Party, if any of the following shall occur (each, an “Event of Default”): (i) the other Party defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and such default is not remedied to the reasonable satisfaction of the non-defaulting Party within thirty (30) days after written notice to the other Party (provided that no notice of a Triggering default given under Section 12 shall be deemed to establish the existence of a default unless it has in fact occurred), or if such default is not capable of rectification within thirty (30) days, the other Party has not promptly commenced to rectify the default within such thirty (30) day period, and thereafter proceeds diligently to rectify same; or (ii) the other Party makes an assignment for the benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law which proceedings remain undischarged for a period of sixty (60) days, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of sixty (60) days, or if the corporate existence of the other Party is terminated by voluntary or involuntary dissolution or winding-up (other than by way of amalgamation or reorganization). Notwithstanding the foregoing, in the case of any Event (defined in Section 4.2) occurs of Default applicable to all PURCHASERS, the remedies of the PURCHASERS shall be exercised by the PURCHASERS acting pursuant to Majority Action. In connection therewith, the PURCHASERS may, among other things, appoint by Majority Action one or more among themselves to act on behalf of all with respect to either Party at an Event of Default and the exercise and defense of the rights of the PURCHASERS. (b) Notwithstanding any time during the term other provision of this Agreement, EGI shall have no right to terminate this Agreement. (c) Notwithstanding the other Party termination of this Agreement in accordance with the terms hereof, the Parties agree to fulfill and perform all of their respective covenants and obligations that arise prior to the date of termination. (the "Notifying Party"d) may If an Event of Default as set forth in Section 12(a) occurs and is continuing: (i) if the non-defaulting Party is the PURCHASERS, the PURCHASERS shall have the right, upon two Business Days written notice to EGI, at its option, to demand repayment of the first PartyCapital Contribution (the “EGI Default Fee”), which notice shall be given no later than 60 Days after without interest, at the discovery time of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, applicable Event of Default; and (ii) withhold if the non-defaulting Party is EGI, EGI shall have the right, upon written notice to the PURCHASERS, at their option, to retain the Purchase Price received to such date (the “PURCHASER Default Fee”). Upon demand from the PURCHASERS, which demand shall include a calculation of the EGI Default Fee, EGI shall promptly pay the EGI Default Fee in cash by wire transfer, in immediately available funds, to a bank account designated by each respective PURCHASER. (e) The Parties hereby acknowledge that: (i) each Party will be damaged by an Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from the Event of Default; (iii) any payments due sums payable or retainable pursuant to the EGI Default Fee or the PURCHASER Default Fee, as the case may be, are in the nature of liquidated damages, not a penalty and are fair and reasonable; and (iv) any payment made or retained pursuant to the EGI Default Fee or the PURCHASER Default Fee, as the case may be, with respect to an Event of Default Represents fair compensation for the Losses that may reasonably be anticipated from such Event of Default in full and final satisfaction of all amounts owed in respect of such Transactions; provided, upon the occurrence Event of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Default.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "'Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "'Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherother and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the The Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.2) 17.2)Event, pursuant to Section 17.2, occurs with respect to either Party at any time during the term of this AgreementContract, the other Party (the "Notifying Party") may (i) upon two (2) Business Days written notice to the first Party, which notice shall be given no later than 60 60sixty (60) Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof Contract will terminate ("Early Termination Date") except as provided in Section 8.4), and (ii) withhold any payments due in respect of such Transactionsthis Contract; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 17.2 as it may apply to any party, all Transactions and this Agreement in respect thereof Contract shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4declared. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions Contract (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction this Contract had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction this Contract and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.217.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 10ten (10) Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 10ten (10) Days of Affected Party's ’s receipt of such notice. At the time for payment of any amount due under this Article 417, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement Contract and the resulting Termination Payment shall be due and payable within three (3) Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it its Affiliates (under this Agreement Contract or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement Contract or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.2) occurs Customer may elect one time, at its sole option, to terminate this Agreement, with respect to either Party (x) the Phase I Liquefaction Facilities only, (y) the Phase II Liquefaction Facilities only or (z) both the Phase I Liquefaction Facilities and the Phase II Liquefaction Facilities, in any case without cause during the Primary Term to be effective at any time on or after (A) the tenth (10th) anniversary of the Liquefaction Threshold Date in the event of termination described in clause (y) or clause (z) above or (B) the eleventh (11th) anniversary of the Liquefaction Threshold Date in the event of a termination described in clause (x) above, in any case provided that Customer gives to ELC two years prior written notice before the effective date of such termination (“Primary Term Option Notice”). In the event Customer gives to ELC a Primary Term Option Notice under this section, prior to such termination becoming effective, regardless of the effective date of the Primary Term Option Notice, Customer shall pay to ELC a “Service Termination Fee” which shall be an amount equal to the net present value of the non-depreciation component of all future payments which would be payable by Customer to ELC with respect to the ELC Liquefaction Facilities for which the Primary Term Option Notice is applicable during the term Primary Term had the Primary Term Option Notice not become effective, calculated using an annual discount rate of this Agreement, the other Party (IRR where the "Notifying Party") may value of each future payment shall be equal to: (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after Reservation Fee in effect at the discovery time of the occurrence termination, less the associated depreciable amount (DA) for the remainder of the Triggering EventTerm calculated pursuant to Exhibit D , establish (ii) estimated non-variable O&M Expenses for the remainder of the Term calculated pursuant to Exhibit D assuming historical performance and a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate good faith estimate of future non-variable O&M Expenses, ("Early Termination Date"iii) except as provided in Section 8.4estimated Other Taxes for the remainder of the Term calculated pursuant to Exhibit D, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) the estimated fixed costs portion of Section 4.2 as it may apply Power Costs for the remainder of the Term. For the avoidance of doubt, the Service Termination Fee shall not include the following: Variable O&M Expenses, the non-fixed cost portion of the Power Costs, Retainage; or any amounts with respect to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from new maintenance capital installed subsequent to the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined date, unless otherwise agreed to by (i) comparing the value of (a) the remaining term, quantities and prices Customer under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)9.04 above.

Early Termination. (a) If a Triggering an Event (defined in Section 4.2) of Default occurs with respect to either a Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first other Party, which notice shall be given no later than 60 Days sixty (60) days after the discovery of the occurrence of the Triggering EventEvent of Default, establish terminate this Agreement as of a date on which any or all Transactions selected determined by it and this Agreement in respect thereof will terminate the Notifying Party ("Early Termination Date") except as provided in Section 8.4, and ); (ii) withhold any payments payment due in respect of such Transactionsunder this Agreement; and/or (iii) suspend performance under this Agreement; provided, however, upon the occurrence of any Triggering Event of Default listed in item clause (i), (iii) or (iv) of Section 4.2 as it may apply to any party12.1, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, and without any other action by either Party as if an Early Termination Date had been declared immediately declared except as provided in Section 8.4prior to such event. If an Early Termination Date occurshas been designated or deemed to occur, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, damages resulting from the termination of the terminated Transactions this Agreement (the "Termination Payment"). The ) as set forth below. (b) When the Notifying Party is PP&L, the Termination Payment will be determined by the positive difference, if any, between (i) comparing the value payments (discounted to the Early Termination Date at a rate per annum equal to the average yield to maturity of United States treasury obligations having comparable maturity dates) that PP&L would have received under this Agreement at the agreed to quantity(ies) and price(s) had the Agreement not been terminated; and (aii) the payments (discounted in the same manner as set forth above), for the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term as either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction this Agreement. (c) When the Notifying Party is UGI, the Termination Payment will be the positive difference, if any, between (i) the payments (discounted to the Early Termination Date at a rate per annum equal to the average yield to maturity of United States treasury obligations having comparable maturity dates) that UGI would make under replacement contract (with the same quantities and substantially similar terms and conditions) for the remaining term of this Agreement, as either quoted by a bona fide third party offer or which are reasonably expected to be available in the market; and (ii) ascertaining the associated costs payments (discounted in the same manner as set forth above) that UGI would pay under the Agreement for its remaining term at the agreed to quantity(ies) and attorneys' fees. price(s) had the Agreement not been terminated. (d) To ascertain the market prices of a replacement contract contract, the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap electric purchase and sale contracts for Power and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. differences in transmission costs, if any. (e) The Notifying Party shall give the Affected Defaulting Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of along with a statement showing its determinationdetailing the calculation of such amount. If a Termination Payment is owed to the Notifying Party, the Affected The Defaulting Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's immediately upon receipt of such notice. At the time for payment of any amount due under this Article 4Section, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If Any Party failing to make payment when due hereunder shall pay interest on the Affected Party disagrees with overdue balance from the calculation of due date at the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Interest Rate.

Early Termination. If The Lessee shall have the right, so long as no Lease Event of Default shall have occurred and be continuing at the time of exercise, to terminate this Lease on any Early Termination Date that is specified by the Lessee in a Triggering Event notice to the Corporate Owner Trustee and the Lessor (defined an "Early Termination Notice") given not later than one year prior to the proposed Early Termination Date by making a Rejectable Offer in accordance with Section 4.22l(a)(iii) occurs with respect to either Party purchase the Project for a cash purchase price (the "Early Termination Purchase Price"), equal to the sum of (A) Stipulated Loss Value and if the Early Termination Notice is given less than two years prior to the proposed Early Termination Date, the greater of Fair Market Sales Value and Stipulated Loss Value, as of the Early Termination Date specified in the Lessee's Early Termination Notice, plus (B) Basic Rent due and owing on or prior to such Early Termination Date (other than Basic Rent payable in advance on the Early Termination Date), plus (C) Supplemental Rent in an amount equal to the Make Whole Amount, if any, payable on the outstanding Notes, plus (D) all other amounts then due and owing under the Transaction Documents on the Early Termination Date; provided, however, that the Lessee may revoke such Early Termination Notice (and such Rejectable Offer) at any time during prior to 35 days before the term of this AgreementEarly Termination Date; provided, further, however, that (x) the Lessee may not revoke such an Early Termination Notice (and such Rejectable Offer) more than two times, and (y) if the Lessee so revokes, the other Party (Lessee shall promptly, and in any event within 5 days, notify the "Notifying Party") may Indenture Trustee and the Noteholders of such revocation and shall reimburse the Owner Participant, the Corporate Owner Trustee, the Lessor, the Indenture Trustee and the Noteholders for all reasonable costs and expenses incurred by them in connection with such proposed early termination, including in determining the Fair Market Sales Value and marketing the Project. Not more than 60 nor less than 30 days prior to such Early Termination Date, the Lessee shall deliver an Officer's Certificate to the Corporate Owner Trustee, the Lessor and, on behalf of the Lessor, to the Indenture Trustee and each Noteholder specifying (i) the Early Termination Date, (ii) that the principal amount of the outstanding Notes will be prepaid by the Lessor on such date, (iii) that a Make Whole Amount may be payable by the Lessor, (iv) the date when such Make Whole Amount will be calculated, (v) the estimated Make Whole Amount, (vi) the estimated accrued interest applicable to such prepayment based upon two Business Days the Debt Rate then applicable, and (vii) the sections of this Lease and the Indenture pursuant to which such prepayment shall be made. Contemporaneously with the delivery of such Officer's Certificate, the Lessee shall deliver a written notice to Trust Company Bank (or its successor) requesting that it calculate the first Party, which Make Whole Amount so as to permit the Indenture Trustee to give the notice shall be given no later than 60 described in the next sentence. Three Business Days after prior to the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party Indenture Trustee shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from provide to the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term Corporate Owner Trustee and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) Lessee written notice of the amount Make Whole Amount, if any, payable by the Lessor in connection with the prepayment of the Termination Payment, inclusive Notes and the termination of this Lease and a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation reasonably detailed computation of the Make Whole Amount as of the Early Termination PaymentDate, the issue shall be submitted determined three Business Days prior to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)such date.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's ’s receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three (3) Business Days after the awardaward or bear interest at the Interest Rate. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it its Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 30 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination PaymentPayment the Parties shall in good faith attempt to resolve the dispute., If the Parties are unable to resolve the dispute the issue shall may be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term Term there shall occur total damage or destruction to the Facility, such that the Facility is rendered wholly untenantable, through an event that is not caused by, and is outside of this Agreementthe control of, Parent, and if as a result of the foregoing, Parent is precluded, in the entirety, from using and occupying the Facility or a material portion thereof and/or using the Personal Property for a period in excess of thirty (30) consecutive days, then Parent shall have the right to terminate the Term by giving the Company written notice to such effect within thirty (30) days after the expiration of the foregoing 30-day period. (b) If the Term is not terminated in accordance with subparagraph (a) hereof, then the Company shall repair the damage or destruction or otherwise make all necessary alterations to the Facility to allow Parent to continue its use and occupancy of the Facility and its use of the Personal Property; provided, however, the Company shall not be required to make any such repair or such alterations to the Facility, if the cost thereof, in excess of all insurance payments actually received by the Company, would exceed $50,000, in the aggregate, and the Company so notifies Parent within thirty (30) days after the date of such damage or destruction. If the Company so notifies Parent of its election not to make such repairs, or if such repairs are not substantially completed within six months, then Parent may terminate the Term under Section 5.8(a) above as if the Facility suffered a total damage or destruction, such that the Facility is rendered wholly untenantable. (c) If Parent’s right to use and occupy the Facility and/or use the Personal Property terminates prior to the expiration of the Term, other Party (than by reason of default or breach by the "Notifying Party") may Company hereunder, then, (i) upon two Business Days written notice notwithstanding such termination, Parent shall remain obligated to pay the first Party, which notice shall be given no later than 60 Days after the discovery Company one hundred percent (100%) of the occurrence Product Fee payable hereunder on any Product for which (A) in the case of a Product that requires a pharmacokinetic study, a pharmacokinetic study has been commenced and successfully completed at the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4Facility prior to such termination, and (iiB) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under case of a replacement contract for each Product that does not require a pharmacokinetic study, an in vitro dissolution profile has been commenced and successfully completed at the Facility prior to such Transaction and termination, (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, Parent shall not be obligated to pay any or all portion of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers Product Fee on any Product for which a pharmacokinetic study or in Gas swap contracts vitro dissolution profile has not been commenced and other bona fide third party offers, all adjusted for successfully completed at the length of the remaining term Facility prior to such termination and the basis differential. All terminated Transactions (iii) Purchaser shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed no obligation to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of purchase any amount due Additional Shares under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)II hereof.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties, (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date. The “Termination Payment” will be equal to (i) the Project Development Security, less any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyDelay Damages, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) equal to the Delivery Term Security if the Early Termination Date occursoccurs after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non-Defaulting Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant within ten (10) Business Days after such Notice is deemed to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. have been received. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If In the event a Triggering Event (defined in Section 4.2) occurs with respect third-party suit or administrative action is brought against Lessor, or its affiliates, seeking to either Party at enjoin or otherwise prevent Lessor, or its affiliates, from performing the obligations of Lessor under this Lease, including, but not limited to a challenge to the issuance of a building permit by any time during governmental entity having jurisdiction over the term of this AgreementPremises, the other Party delay caused by such third-party suit or administrative action shall, to the extent not exacerbated by Lessor, be deemed an event of Force Majeure (as defined below) and Lessor’s performance hereunder shall be extended for a period equivalent to the "Notifying Party"period of such delay; provided, however, if such delay continues for a period of two (2) year, Lessor may (i) upon two Business Days terminate this Lease by written notice to Lessee. Intentionally Deleted Lessee acknowledges that Lessor does not currently own the first PartyPremises but has the right to purchase the Premises from HALSTAN INC, which notice shall be given no later than 60 Days after and Xxxxxxx P and Xxxxxxx X Xxxxxxxxx Revocable Trust, as sellers (the discovery “Sellers”) pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated August 10, 2021 (the “Purchase Agreement”). In the event that Lessor does not purchase the Premises due to a default under the Purchase Agreement by Seller(s), or as a result of Lessor’s inspection of the occurrence Premises, Lessor shall have the right to terminate this Lease upon written notice to Lessee. Upon such termination, neither Party shall have any further rights or obligations under this Lease, except for such rights and obligations that expressly survive termination or expiration of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4Lease. If an Early Termination Date occursLessor is unable to obtain construction financing on terms acceptable to Lessor by June 1, 2022, Lessor shall have the Notifying right to terminate this Lease upon written notice to Lessee. Upon such termination, neither Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer have any further rights or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due obligations under this Article 4Lease, each Party shall pay to the other Party all additional amounts payable by it pursuant to except for such rights and obligations that expressly survive termination or expiration of this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Lease.

Early Termination. (a) At any time while a Termination Event is continuing, the Buyer may, with the prior written consent of Secured Lender, or Secured Lender may, in its absolute discretion, give notice of termination in accordance with this Section. If a Triggering Event (defined party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 4.25. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) occurs with respect to either Party at At any time during while an event under Paragraph 7 of the term of this AgreementCredit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the other Party Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) shall be the amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (the "Notifying Party"c) may Any notice of termination hereunder (i) upon two Business Days written shall state the grounds for termination; (ii) shall specify a date that is not before, nor more than 10 days after, the date the notice to of early termination is given on which the first Party, which notice payments required by Section 11 shall be given no later than 60 Days after made as provided therein (the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("“Early Termination Date"”); and (iii) except as provided in shall declare the obligations of the Seller to make the payments required by Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon 2 that are scheduled to be made after the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except to be terminated as provided of that date, and those obligations shall so terminate and be replaced by the parties’ obligations to make the payments specified in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)11.

Early Termination. If a Triggering Event (defined in Section 4.2a) occurs with respect to either The Parties (EGI acting as one Party for the purposes of this section) may terminate this Agreement at any time during by mutual written consent. In addition, each Party shall have the term right to terminate this Agreement effective upon ten days’ prior written notice to the other Party, if any of the following shall occur (each, an “Event of Default”): (i) the other Party defaults in any material respect in the performance of any of its covenants or obligations contained in this Agreement and such default is not remedied to the reasonable satisfaction of the non-defaulting Party within 30 days after written notice to the other Party (provided that no notice of a default given under the Section 12 shall be deemed to establish the existence of a default unless it has in fact occurred),, or if such default is not capable of rectification within 30 days, the other Party has not promptly commenced to rectify the default within such 30 day period, and thereafter proceeds diligently to rectify same; or (ii) the other Party makes an assignment for the benefit of creditors or is the voluntary or involuntary subject of any proceedings under any bankruptcy or insolvency law which proceedings remain undischarged for a period of 60 days, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 60 days, or if the corporate existence of the other Party is terminated by voluntary or involuntary dissolution or winding-up (other than by way of amalgamation or reorganization). (b) Notwithstanding any other provision of this Agreement, EGI shall have no right to terminate this Agreement if BDH has made all of the other Party Balance Payments. (c) Notwithstanding the "Notifying Party"termination of this Agreement in accordance with the terms hereof, the Parties agree to fulfill and perform all of their respective covenants and obligations that arise prior to the date of termination. (d) may If an Event of Default as set forth in section 12(a) occurs and is continuing: (i) if the non-defaulting Party is BDH, BDH shall have the right, upon two Business Days written notice to EGI, at its option, to demand repayment of the first PartyUpfront Cash Payment (the “EGI Default Fee”), which notice shall be given no later than 60 Days after without interest, at the discovery time of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, applicable Event of Default; and (ii) withhold if the non-defaulting Party is EGI, EGI shall have the right, upon written notice to BDH, at their option, to retain the Purchase Price received to such date (the “BDH Default Fee”). Upon demand from BDH which demand shall include a calculation of the EGI Default Fee, EGI shall promptly pay the EGI Default Fee in cash by wire transfer, in immediately available funds, to a bank account designated by BDH. (e) The Parties hereby acknowledge that: (i) each Party will be damaged by an Event of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from the Event of Default; (iii) any payments due sums payable or retainable pursuant to the EGI Default Fee or the BDH Default Fee, as the case may be, are in the nature of liquidated damages, not a penalty and are fair and reasonable; and (iv) any payment made or retained pursuant to the EGI Default Fee or the BDH Default Fee, as the case may be, with respect to an Event of Default Represents fair compensation for the Losses that may reasonably be anticipated from such Event of Default in full and final satisfaction of all amounts owed in respect of such Transactions; provided, upon the occurrence Event of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Default.

Early Termination. If 10.2.1 This Agreement may be terminated by the mutual written agreement of Avigen and SDI. Each Party is entitled to withhold its agreement to terminate, in its sole discretion. 10.2.2 Avigen may terminate this Agreement with or without cause on [*] written notice to SDI. In such circumstances, SDI may seek to reallocate the rights and responsibilities of Avigen hereunder to another person. Should SDI choose to do so, and despite using Diligent and Reasonable Efforts, has been unable to make such alternative arrangements within such [*] unless the reason for Avigen’s termination is a Triggering Event (defined in Licensed Product safety or liability concern, Avigen shall [*] provide reasonable assistance to SDI with a view to [*] Avigen may exercise its right of termination under this Section 4.2) occurs with respect to this entire Agreement, with respect to solely all IR Products, or with respect to solely all CR-Qualified Products. 10.2.3 Without prejudice to any other right or remedy, either Party may terminate this Agreement at any time during the term of this Agreement, by notice in writing to the other Party (“Other Party”), such notice to take effect as specified in the "Notifying notice: 10.2.3.1 if the Other Party is in material breach of this Agreement remaining uncured ninety (90) days after such Other Party receives notice specifying the breach and requiring its remedy, except the time periods and cure requirements are as follows: (a) where the material breach is an undisputed payment obligation the Agreement may be terminated if the Party in default has not remedied or dispute the default within thirty (30) days of receiving notice from the non-defaulting Party", and (b) for breaches not reasonably capable of cure within ninety (90) days, such Other Party may within such ninety (i90) upon two Business Days days deliver a plan to cure the breach as promptly as possible by the application of Diligent and Reasonable Efforts together with an undertaking to carry out such plan (and the non-breaching Party shall not be entitled to terminate so long as such Other Party is carrying out such plan); or 10.2.3.2 if: (A) the Other Party becomes insolvent or unable to pay its debts as and when they become due, (B) an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), (C) a liquidator, administrator, administrative receiver, receiver or trustee is appointed in respect of the whole or any part of the Other Party’s assets or business, (D) the Other Party ceases to continue its business, or (E) as a result of debt and/or maladministration the Other Party takes or suffers any similar or analogous action. * = confidential treatment requested; certain confidential information, in the places marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 10.2.3.3 For terminations under 10.2.3.1, [*] under this Agreement, in which case the Agreement shall terminate in its entirety, if Avigen is the breaching Party, and the breach relates primarily or exclusively to only one of an IR Product or a CR-Qualified Product, then SDI’s termination right will be only for the IR Product or the CR-Qualified Product (respectively). 10.2.4 SDI may terminate this Agreement by giving written notice to Avigen, such notice to have immediate effect if [*] or [*] the first Party, which notice shall be given no later than 60 Days after the discovery [*] or [*] of any of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may [*] This explicitly does not apply to any party, all Transactions and [*] of [*] in [*] this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the Agreement. 10.2.5 A Party’s right of termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all and the exercise of any such amounts right, shall be netted and aggregated with without prejudice to any Termination Payment payable hereunderother right or remedy (including any right to claim damages) that such Party may have in the event of a breach of contract or other default by the other Party. If the Affected material breach for which a Party disagrees with the calculation of the Termination Paymentseeks to terminate is disputed, the issue shall be submitted to arbitration pursuant to then this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes not terminate prior to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)dispute being resolved in accordance with Section 12.9.

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, upon (A) the other Party occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Notifying PartyTRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (ias defined in the Triparty Agreement) upon two the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days written of the Assignment Date and the Credit Support Documents of the Counterparty and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the first Party, which notice shall be given no later than 60 Days after the discovery of 20th day following the occurrence of such event (the Triggering Event"TRANSFER CUT-OFF DATE"), establish a date on which any or all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this AgreementSection 6(b)(ii) shall occur unless (x) with respect to a Tax Event Upon Merger, but all such amounts shall be netted the Rating Agency Condition has been satisfied and aggregated (y) with any Termination Payment payable hereunder. If respect to an Illegality and a Tax Event, the Affected Party disagrees with the calculation position of the Termination Payment, the issue shall Trust would otherwise not materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party (either under this Agreement occurrence of such transfer or otherwisesubstitution)." (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment."). The Termination Payment will be determined by (iI) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherother and upon the netting of all terminated Transactions, if the calculation of the Termination Payment does not result in damages to the Notifying Party, the Termination Payment shall be zero. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the The Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event This Agreement shall be subject to early termination by Owner upon the happening of any of the following terms and conditions: (defined in Section 4.2a) occurs with respect Upon notice to either Party Ironstate, at any time after the occurrence and during the continuance of any Event of Default; or (b) An Event of Dissolution under either of the Harborside Entity A or Harborside Entity B Operating Agreements; or (c) The denial of any Required Approval for any Phase of the Project after the exhaustion of all appeal rights as may be exercised by any Party; or (d) In respect of Phase I: (1) Failure to achieve the Phase I Closing by the Phase I Outside Closing Date, as the same may be extended as a result of an Event of Force Majeure; or (2) Subject to the terms and conditions of this Section 8.4, if and only if all of the Phase I Closing Conditions shall have been satisfied or waived other than the securing of the Approved Financing/Phase I, the determination by Owner, in Owner’s reasonable discretion, that the development of Phase I of the Project is not economically viable or will not generate the returns previously anticipated; or (e) Subject to the terms and conditions of this Section 8.4, the determination by Owner, in Owner’s reasonable discretion, (i) that market conditions do not support the development of Phase II or Phase III of the Project or (ii) the development of Phase II or Phase III of the Project would not otherwise be economically viable; or (f) The discharge of Ironstate for cause for its willful violation of any material term or condition of this Agreement. For purposes of this Agreement, the other Party term “cause” means any reason materially and adversely affecting the best interests of the Project or such as to make it unreasonable to expect Owner to continue to permit Ironstate to continue as the party providing development services for the Project. Additionally, discharge of Ironstate for cause under this Agreement shall also be a termination for cause of Ironstate as the Managing Member under each of the Operating Agreements. (g) If Owner shall have exercised its early termination rights pursuant to Section 8.4(c) or (d) above, despite the "Notifying Party"commercially reasonably and diligent efforts of Ironstate, then: (1) may (i) upon two Business Days written notice to the first Party, which notice Ironstate shall be given no later than 60 Days after the discovery reimbursed for fifty (50%) percent of the occurrence of the Triggering EventIronstate Pre-Development Costs, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in the following subsection; (2) Ironstate shall be reimbursed for eighty-five (85%) percent of any sewer connection fees and similar assessment theretofore paid arising out of or in connection with the Project. (h) If Owner shall have exercised its early termination rights pursuant to Section 8.48.4(e) above, then Ironstate shall be reimbursed one hundred (100%) of the Ironstate Pre-Development Costs attributable to Phase II or Phase III of the Project. (i) Owner’s rights under Section 8.4(d)(2) above shall be deemed suspended if Ironstate shall deliver to Owner within sixty (60) days of Owner’s election to exercise the rights under such Section 8.4(d)(2) a term sheet from a nationally recognized commercial bank or other financial institution/lender that regularly makes loans of a similar nature for financing for Phase I of the Project on a commercially reasonable basis. A financing shall be deemed “commercially reasonable” for purposes of Section 8.4(d)(2) above notwithstanding that the financing in such term sheet may provide for: (1) Construction completion guaranties and customary non-recourse carve-outs and indemnities of ordinary operating expenses, interest and taxes, which guaranties and indemnities are to be provided by Ironstate and Owner, or their creditworthy Affiliates, as contemplated by Section 3.4 of the Harborside Entity A Operating Agreement; (2) Syndication by the commercial bank or other lender of participations with other lenders in the loan; and (3) Any such financing shall provide for either: (i) a principal loan amount of not less than sixty percent (60%) of the total anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with no guaranty of the principal amount of the loan other than as contemplated by clause (1) above, or (ii) withhold any payments due in respect a principal loan amount of such Transactions; provided, upon the occurrence of any Triggering Event listed in item not less than seventy percent (iv70%) of the total anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, with a guaranty of principal repayment of the loan in an amount of not more than ten percent (10%) of the total anticipated cost to construct Phase I as detailed on the Construction Budget, including the Unit 1 Established Value, to be provided by Ironstate and Owner, or their creditworthy Affiliates, as contemplated by Section 4.2 as it may apply to 3.4 of the Harborside Entity A Operating Agreement. (j) If any partysuch proposed bank loan financing shall have expired without advancing any loan proceeds or otherwise without a closing, all Transactions any such suspension of Owner’s rights under Section 8.4(d)(2) above shall terminate, and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been then immediately declared except as provided in become subject to Owner’s early termination rights under Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i8.4(d)(2) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)above.

Early Termination. If a Triggering Event After the first sixty (defined 60) months of the initial Lease Term have elapsed, and further provided Lessee has given Lessor written notice of its intent to quit the Premises at least six (6) months in Section 4.2) occurs advance, the Lessee at its sole option, may cancel this Lease with respect to either Party the entire premises, the portion of the Premises located on the third floor, or the portion of the Premises located on the second floor, at any time during the remaining term hereof. If Lessee cancels this Lease as to all or any portion of the Premises under this Agreementparagraph, Lessee shall compete the other Party following prior to surrendering the space to Lessor: (the "Notifying Party"a) may Lessee shall repair any damage resulting therefrom (iordinary wear and tear excepted) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery vacated portion of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4Premises, and (iib) withhold any payments due if requested, restore at Lessee’s expense the vacated portion of the Premises to match all other original floor plates as set forth on Exhibit E and G attached hereto which shall describe in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partydetail Lessor’s finished space, all Transactions and this Agreement in respect thereof shall automatically terminateto Lessor’s architect’s approval. In addition, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party Lessee shall pay the Termination Payment Lessor the following as a termination charge: If Lessee exercises its sole option to cancel this lease in the Notifying Party within 10 Days fifth (5th) through the end of receipt the fifteenth (15th) year of such noticethe initial Lease Term; Lessee shall pay Lessor upon written notice a termination charge equal to: Six (6) months Base Rent for the portion of the Premises to which the cancellation applies; plus The actual costs incurred, if any, to restore the portion of the Premises to which the cancellation applies to match all other original floor plates, as set forth on Exhibit E and G attached hereto which shall describe in detail Lessor’s finished space, all to Lessor’s architects approval; plus The unamortized portion of Lessee’s improvement cost, which shall be $40.00 per square foot multiplied by the finalized square footage of the Premises to which the cancellation applies, and which shall be amortized over a period of 240 months commencing on the Commencement date bearing an interest rate equal to a corporate bond with a similar rating of Lessee upon the Commencement Date. If a Termination Payment is owed Lessee exercises its sole option to cancer this lease in the Affected Party, sixteenth (16th) year through the Notifying Party last year of the initial Lease Term; Lessee shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If Lessor upon written notice a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).termination charge equal to:

Early Termination. If a Triggering Event The Parties each hereby acknowledge that Seller is proceeding on an interim basis specifically to pursue the site work necessary to evaluate the deep dynamic compaction technique for construction of the Coke Plant. The Parties do not anticipate that the testing necessary to such an evaluation will be completed prior to November 12, 1996. In the event that either Purchaser or Seller determines that it is no longer feasible to proceed with the construction of the Coke Plant, or in the event that (defined a) any condition set forth in Section 4.2Sections 14.1 (a) occurs with respect through (1) has not been satisfied; (b) either Purchaser or Cokenergy shall exercise their rights to terminate their Tolling Agreement on or before November 12, 1996; (c) either Party at any time during the term of this Seller or Raytheon shall exercise their rights to terminate their Engineering, Procurement and Construction Contract on or before November 12, 1996, or (d) either Seller or Cokenergy shall exercise their rights to terminate their Access, Operating and Fuel Supply and Processing Agreement, on or before November 12, 1996, then either Party, upon prior notification to the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Eventmay terminate this Coke Purchase Agreement on or before November 12, establish a date on which 1996, without any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of further obligation to such Transactionsother Party; provided, upon however, that Purchaser will promptly reimburse Seller for any and all costs and fees actually incurred by Seller on or before November 12, 1996 (including, but not limited to, scheduled payments made pursuant to any agreement for the occurrence construction of any Triggering Event listed the Coke Plant, cancellation fees, and/or payments made to vendors for construction materials and otherwise) in item excess of ***** Dollars (iv$ ***** ); further, provided, Seller shall pay ***** ( ***** ) and Purchaser shall pay ***** ( ***** ) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated such costs and attorneys' feesfees up to an aggregate amount of ***** Dollars ($ ***** ), resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers foregoing in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party this subsection (defined in Section 4.2d) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (being capped at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)$ ***** .

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party upon (the "Notifying Party"A) may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of a Designated Event (as defined in the Triggering Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the “Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, establish if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a date result of such Designated Event. As of the Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty’s Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on which behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any or loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the “Transfer Cut-Off Date”), all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this Agreement, but all such amounts Section 6(b)(ii) shall be netted and aggregated with any Termination Payment payable hereunder. If occur if (x) the Affected Party disagrees with the calculation then current ratings of the Termination PaymentNotes by Dominion Bond Rating Service, Inc. (“DBRS”) or Standard & Poor’s Ratings Services (“S&P”) would be reduced or adversely affected or (y) the issue shall position of the Trust would otherwise materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party (either under this Agreement occurrence of such transfer or otherwisesubstitution).” (v) Section 6(b)(iii) shall hereby be amended by replacing the words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice In the event that the Counterparty fails to the first Partymake, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuationswhen due, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwisedelivery under Section 2(a)(i) against or 2(e) required to be made by the Counterparty, the Trust shall immediately notify General Motors Acceptance Corporation ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any or all amounts which the Notifying Party owes other provision to the Affected Party contrary in this Agreement, upon (either under this A) the occurrence of a Designated Event (as defined in the Contingent Assignment Agreement among the Trust, the Counterparty, LBSF and GMAC, dated as of October 10, 2002 (the "CONTINGENT ASSIGNMENT AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Contingent Assignment Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Contingent Assignment Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Contingent Assignment Agreement), if any, (x) the Event of Default or otherwiseTermination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. Subject to Section 2.01(a) and Section 2.01(b) of the Contingent Assignment Agreement, as of the Assignment Date (as defined in the Contingent Assignment Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.422.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 22.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 10.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non- Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non- Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may resolved in accordance with Article Nineteen (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwiseDispute Resolution).

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, upon (A) the other Party occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Notifying PartyTRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (ias defined in the Triparty Agreement) upon two the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days written of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the first Party, which notice shall be given no later than 60 Days after the discovery of 20th day following the occurrence of such event (the Triggering Event"TRANSFER CUT-OFF DATE"), establish a date on which any or all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this Agreement, but all such amounts Section 6(b)(ii) shall be netted and aggregated with any Termination Payment payable hereunder. If occur if (x) the Affected Party disagrees with the calculation then current ratings of the Termination PaymentCARAT 2007-SN1 Notes by DBRS, Inc. ("DBRS"), Fitch, Inc. ("FITCH") or Standard & Poor's Ratings Services ("S&P") would be reduced or adversely affected or (y) the issue shall position of the Trust would otherwise materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party (either under this Agreement occurrence of such transfer or otherwisesubstitution)." (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering Event (defined Notwithstanding anything to the contrary contained in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days a Receiving Party may terminate all or any Transition Services on not less than 30 days prior written notice to Sellers or Purchaser, as the first Partycase may be, which unless another notification period is specified on Schedule A or Schedule C (each such notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early “Termination Date") except as provided in Section 8.4Notice”), and (ii) withhold the Parties may terminate this Agreement or any payments due in Transition Services by mutual agreement at any time. As soon as a Transition Service is terminated, Sellers or Purchaser, as the case may be, shall no longer be obligated to pay any fees for the terminated Transition Services with respect to the period following the effective date of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 termination. As soon as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate reasonably practicable following its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices receipt of a replacement contract the Notifying Party may considerTermination Notice, among other valuations, any Sellers or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Purchaser shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay provide to the other Party all additional amounts payable by it pursuant or Parties, a written notice as to this Agreementwhether the termination of any of the Transition Services that are the subject of the Termination Notice (x) will require termination or partial termination of any of the other Transition Services and/or (y) will result in any Incremental Exit Costs (together, but all “Early Termination Consequences”) and a good faith estimate (together with reasonable supporting documentation) of the aggregate amount of any such amounts shall be netted and aggregated with any Incremental Exit Costs. If Sellers or Purchaser delivers notification of an Early Termination Payment payable hereunderConsequence, the Receiving Party may withdraw or modify its Termination Notice within 10 days of such notification. If the Affected Receiving Party disagrees does not withdraw or modify such Termination Notice (in writing) within such period, termination of such Transition Services will be final, including with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes respect to the Notifying termination of any other Transition Services identified by the Service Provider as an Early Termination Consequence and Purchaser or Sellers, as the case may be, shall have the obligation to pay the actual amount of any Incremental Exit Costs identified by the other Party or it Affiliates (under this Agreement Parties as an Early Termination Consequence, notwithstanding that any such actual amount may be greater or otherwise) against any or all amounts which less than the Notifying Party owes estimated amount, provided that such actual amount does not exceed the good faith estimate of Incremental Exit Costs by more than 10 percent. Notwithstanding anything to the Affected contrary, no Receiving Party (either under this Agreement or otherwise)shall have the right to unilaterally reinstitute any Transition Service if such Transition Service has been terminated.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.425.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 25.1), as an early termination date of this Agreement (“Early Termination Date”), to accelerate all amounts owing between the Parties, end the Delivery Term effective as of the Early Termination Date and collect the Termination Payment; (ii) withhold any payments due in respect of such Transactionsto the Defaulting Party under this Agreement; provided, upon the occurrence of any Triggering Event listed in item (iii) suspend performance; and/or (iv) exercise any other right or remedy available at Law or in equity to the extent otherwise permitted under this Agreement. (b) In the event of Section 4.2 early termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an of the Early Termination Date; provided that if the Event of Default occurs prior to the Initial Delivery Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursand the Seller is the Defaulting Party, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Damage Payment Amount instead of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherSettlement Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish a Settlement Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Defaulting Party shall pay make the Termination Payment to the Notifying Non-Defaulting Party within 10 ten (10) Business Days of receipt of after such notice. If a Termination Payment Notice is owed to effective, if Seller is the Affected Defaulting Party or within twenty (20) Business Days after such Notice is effective, if Buyer is the Defaulting Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. . (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Twenty-Two.

Early Termination. If a Triggering Event 8.1. This AGREEMENT may be terminated by either party to this AGREEMENT (defined in Section 4.2Party) occurs with respect to either Party at any time during the term of this Agreement, without cause by giving the other Party 60 (Sixty) days’ notice in writing. 8.2. In the "Notifying event of a breach of the AGREEMENT by a Party (such Party being the “Breaching Party") may (i) upon two Business Days ”), the non-breaching Party may, by written notice to the first Breaching Party, which terminate this AGREEMENT and any order outstanding thereunder unless, if the breach is able to be cured, the Breaching Party cures the breach, to the satisfaction of the non-breaching Party, within thirty (30) days after receipt of notice and the Breaching Party provides the non-breaching Party, upon request, with assurances, acceptable to the non-breaching Party, of future performance. 8.3. In the event that DISTRIBUTOR loses Accreditation under ISO Guide 34, DISTRIBUTOR shall promptly notify NIST. NIST shall have the right, but not the obligation, to terminate this AGREEMENT at its sole discretion. Failure to promptly notify NIST of loss of accreditation shall be given no later than 60 Days after deemed a breach of this AGREEMENT. 8.4. Notwithstanding any other provision hereof, this AGREEMENT may be modified or terminated by NIST in the discovery event that: 8.4.1. NIST determines, in its sole discretion, that DISTRIBUTOR has willfully made a material false statement or willfully omitted a material fact in any report required under this AGREEMENT ; or 8.4.2. DISTRIBUTOR is adjudged a bankrupt, files a petition for bankruptcy or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors. 8.5. DISTRIBUTOR recognizes and acknowledges that a breach by DISTRIBUTOR of this Agreement may cause NIST irreparable damage which cannot be readily remedied in monetary damages in an action at law, and may, in addition thereto, constitute an infringement of the occurrence Licensed Marks. In the event of any default or breach by DISTRIBUTOR that could result in irreparable harm to NIST or cause some loss or dilution of NIST’s goodwill, reputation, or rights in the Triggering EventLicensed Marks, establish a date on DISTRIBUTOR agrees that NIST shall be entitled to seek immediate injunctive relief to prevent such irreparable harm, loss, or dilution in addition to any other remedies available. 8.6. NIST agrees to promptly consider and adjudicate any and all claims which any or all Transactions selected by it and may arise out of this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination actions of NIST, duly authorized representatives, or contractors of the terminated Transactions (the "Termination Payment")Government, and to pay for any damage or injury as may be required by Federal law. The Termination Payment Such adjudication will be determined by (i) comparing pursued under the value of (a) the remaining termFederal Tort Claims Act, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in 28 U.S.C. Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party2671 et seq., the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of Federal Employees Compensation Act, 5 U.S.C. Section 8101 et seq., or such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall legal authority as may be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)pertinent.

Early Termination. If (1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: ", provided that the party seeking to make the transfer to avoid a Triggering Termination Event shall deliver to Party B (defined in Section 4.2the case of transfers by Party A) occurs with respect or to either Party at A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any time during class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn or lowered." (2) Notwithstanding anything to the term of contrary in this Agreement, if the other Early Termination Date of the Sole Transaction occurs or is effectively designated, Party (the "Notifying Party") may A and Party B agree as follows: (i) upon two Business Days written notice The Calculation Agent shall calculate an amount that would be payable to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and Party B under this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages(such amount, including its associated costs and attorneys' feesany Trust Swap Payment Amount or Trust Swap Receipt Amount constituting any portion thereof, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and . (ii) ascertaining To the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying extent that Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment A is owed required to the Notifying Party, the Affected Party shall pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the Notifying terms of this Agreement. (iii) To the extent that Party within 10 Days of receipt of such notice. If a Termination Payment B is owed required to the Affected Party, the Notifying Party shall pay the Termination Payment to Party A where: (A) Party B is the Affected Defaulting Party within 10 Days of Affected Party's receipt of such notice. At (provided that this priority shall apply only with respect to (1) the time for payment of any amount due under this Article 4, each Party shall pay to Trust Swap Payment Amount (and not the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation remainder of the Termination Payment), to the extent that Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of the Agreement (Failure to Pay or Deliver) and (2) the Termination Payment, to the extent that Party B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(vii) of the Agreement (Bankruptcy), an Additional Event of Default specified in Part 1(h) of the Agreement (Acceleration of Notes) or an Additional Termination Event), Party B shall pay such amount in accordance with Section 8.02(c)(i), Section 8.02(e)(i) (to the extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "SECOND," of the Indenture or Section 2(e)(iv)(C) of the Administration Agreement, as applicable. (B) Party A is the Defaulting Party, the issue shall be submitted Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or Party B is the Defaulting Party with respect to arbitration an Event of Default specified in Section 5(a)(i) (exclusive of any Trust Swap Payment Amount paid pursuant to this Agreement and the resulting Clause (A)), Party B shall pay such Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occursin accordance with Section 8.02(d)(vi), the Notifying Party may Section 8.02(e)(i) (at its election) set off any or all amounts which the Affected Party owes to the Notifying extent of any Net Trust Swap Payment Carryover Shortfalls included in such Termination Payment), Section 10.01 or Section 5.04(b), priority "ELEVENTH," of the Indenture. (C) Party B replaces Party A with a successor to Party A, Party B and Party A agree to cause the successor to Party A to pay the Termination Payment (or it Affiliates (such lesser amount actually paid by such successor) to Party A. Any amounts actually received by Party A under this Agreement or otherwiseclause (C) against shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any or all excess of amounts which the Notifying actually received by Party owes to the Affected Party (either A under this Agreement or otherwise)clause (C) over the Termination Payment.

Early Termination. If a Triggering Event (defined The Parties may mutually agree in Section 4.2) occurs writing to terminate this Agreement upon terms and conditions that they will proscribe at such time. A Party may terminate this Agreement for failure of the other Party to comply with the terms and conditions of this Agreement. Termination under this Subsection shall be available only upon the exercise and exhaustion of compliance with the Subsection entitled “Dispute Resolution”, and the issuance of written 30 day notice from the Party seeking termination to the other Party. DISPUTE RESOLUTION To the extent permitted by law, with respect to any disagreement between the Parties, any dispute, or any instance where mutual agreement is not reached (a “Dispute”), shall be resolved through dispute resolution pursuant to this Section entitled “Dispute Resolution”. Dispute Resolution does not apply where a decision or approval is subject to the Party’s sole discretion; however, to the extent that such a decision is subject to a Party’s “reasonable discretion,” the reasonableness of the decision shall be subject to Dispute Resolution. In the event either Party believes a Dispute exists, it shall give notice to the other Party specifying in reasonable detail the nature of such Dispute. The Parties shall seek in good faith to negotiate a settlement of the Dispute including, without limitation, by agreeing to reasonable requests of the other to hold a meeting to discuss such Dispute. If the Parties are unable to resolve their Dispute in accordance with the approach described in this Subsection, it is agreed that such dispute will be submitted to a mediator prior to any litigation, and the Parties hereby expressly agree that no claim or Dispute arising under the terms of this Agreement shall be resolved other than first through good faith negotiation, then through mediation and, only in the event said mediation efforts fail, through litigation. Any litigation involving or relating to the terms of this Agreement or the Exhibits attached hereto shall be tried to the court without a jury, and each Party shall be responsible for payment of its own costs and expense including, without limitation, attorney fees. The Parties shall exercise good faith efforts to select a mediator who shall be compensated equally by both Parties. Mediation will be conducted in Portland, Oregon, unless both Parties agree in writing otherwise. Both Parties agree to exercise good faith efforts to resolve disputes covered by this subsection through this mediation process. If a Party requests mediation and the other Party fails to respond within ten (10) days, or if the Parties fail to agree on a mediator within ten (10) days, a mediator shall be appointed by the presiding judge of the Multnomah County Circuit Court upon the request of either Party. The Parties shall have any rights at law or in equity with respect to any time dispute not covered by this Article. This Agreement shall be governed by the laws of the State of Oregon. Venue shall be in Multnomah County, Oregon. Unless otherwise agreed in writing, during the term period that any mediation or litigation is pending under this Agreement, the Parties shall continue to comply with all terms and provisions of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice which are not subject to the first Party, which notice Dispute. INTERPRETATION OF AGREEMENT. This Agreement shall not be given no later than 60 Days after the discovery construed for or against any Party by reason of the occurrence authorship or alleged authorship of the Triggering Event, establish a date on which any or all Transactions selected by it and provision. The Section headings contained in this Agreement are for ease of reference only and shall not be used in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer constructing or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to interpreting this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined a) Neither party may terminate any Transaction prior to its Termination Date provided, however that in Section 4.2) occurs with respect to the event that either Party at A or Party B fails to make any time during the term payment when due hereunder or otherwise fails to perform any of this Agreementits obligations hereunder, the other non- defaulting party may terminate this Master Agreement and all Transactions hereunder upon one New York Business Day’s written notice so long as such default is then continuing. (b) This Section 3(b) shall apply to Party B, and 3(b)(ii) and (iii) shall only apply if a Loan Facility is stated in the "Notifying Party") Confirmation. Party A may terminate this Master Agreement and all Transactions hereunder, unless otherwise provided for in a Confirmation if any of the following occur: (i) upon two Business Days written notice 4 (ii) Party 13 breaches any of its obligations under the Loan Facility; or (iii) Party B does not incur the indebtedness as specified in the Loan Facility, or Party B repays its obligations, and Party A has no further commitment to lend, under the first Party, which notice Loan Facility. Any termination of this Master Agreement under this Section 3 shall be given no later than 60 Days after effective on the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date", which shall be designated in a notice of termination. (c) except as provided in Section 8.4In the event of an early termination under this Agreement pursuant to Paragraph 3(a), and (3)(b)(i) or (ii) withhold any payments due in respect above, the defaulting party shall promptly pay the non-defaulting party, on demand, an amount equal to the Termination Amount. In the event of an early termination under paragraph 3 (b)(iii) above, if the Termination Amount is a positive number, then Party B shall promptly pay Party A such amount by at, (Party A’s option), Party A’s debiting Party B’s demand deposit account with Party A, or by wiring funds to a designated Party A account; if the Termination Amount is a negative number, then Party A shall promptly pay Party B the absolute value of such Transactions; providedamount by, upon at Party A’s option, crediting Party B’s demand deposit account with Party A, or by wiring funds to a designated Party 13 account. Each party hereto acknowledges the occurrence Termination Amount to be a reasonable estimate of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partythe value, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from loss of compensation incurred by the other party as a result of the early termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Master Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. If a Triggering Event (defined in Section 4.212.2) occurs with respect to either Party at any time during the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.42.2, and (ii) withhold any payments due in respect of such Transactionsdue; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 12.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.42.2. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction this Agreement had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactionsearly termination, the Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date; provided, upon provided that if the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursoccurs prior to the Initial Delivery Date, then the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing calculated using the value Damage Payment Amount; however, if the Early Termination Date occurs after the Initial Delivery Date, then the Termination Payment will be calculated using the Event of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each otherDefault Payment Amount. The Notifying Non-Defaulting Party shall give not have to enter into any transactions to replace the Affected Agreement in order to establish an Event of Default Payment Amount. (c) As soon as practicable after establishing the Early Termination Date, the Non-Defaulting Party (defined in Section 4.2) written notice shall Notify the Defaulting Party of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s Notice of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If (1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “, provided that the party seeking to make the transfer to avoid a Triggering Termination Event shall deliver to Party B (defined in Section 4.2the case of transfers by Party A) occurs with respect or to either Party at A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any time during class of Group I Notes that such transfer will not result in its then-current rating of each class of Group I Notes being withdrawn, suspended or lowered.” (2) Notwithstanding anything to the term of contrary in this Agreement, if the other Early Termination Date of the Sole Transaction occurs or is effectively designated, Party (the "Notifying Party") may A and Party B agree as follows: (i) upon two Business Days written notice The Calculation Agent shall calculate an amount that would be payable to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and Party B under this Agreement in respect thereof will terminate ("of such Early Termination Date") except as provided in Section 8.4Date (such amount, and including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”). (ii) withhold any payments due in respect of such Transactions; provided, upon To the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply extent that Party A is required to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the Notifying terms of this Agreement. (iii) To the extent that Party within 10 Days of receipt of such notice. If a Termination Payment B is owed required to the Affected Party, the Notifying Party shall pay the Termination Payment to Party A where: (A) Party B is the Affected Defaulting Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4(provided, each Party shall pay however, that to the other extent that Party all additional amounts payable by it pursuant B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of this Agreement, but all such amounts Agreement (Failure to Pay or Deliver) this clause (A) shall be netted apply only with respect to the Net Payment (and aggregated with any Termination Payment payable hereunder. If not the Affected Party disagrees with the calculation remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b)(X) or 5.04(c)(X), as applicable, of the Indenture (as defined in Appendix A of the Sale and Servicing Agreement), and Section 5.05(c)(X) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, the issue shall be submitted Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to arbitration an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to this Agreement and the resulting Clause (A)), Party B shall pay such Termination Payment shall be due in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and payable within three Days after Party A agree to cause the award. If a Triggering Event occurs, successor to Party A to pay the Notifying Termination Payment (or such lesser amount actually paid by such successor) to Party may (at its election) set off any or all A. Any amounts which the Affected actually received by Party owes to the Notifying Party or it Affiliates (A under this Agreement or otherwiseclause (C) against shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any or all excess of amounts which the Notifying actually received by Party owes to the Affected Party (either A under this Agreement or otherwise)clause (C) over the Termination Payment.

Early Termination. If (1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: “ , provided that the party seeking to make the transfer to avoid a Triggering Termination Event shall deliver to Party B (defined in Section 4.2the case of transfers by Party A) occurs with respect or to either Party at A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any time during class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the term of Securities Guaranty Insurance Policy.” (2) Notwithstanding anything to the contrary in this Agreement, if the other Early Termination Date of the Sole Transaction occurs or is effectively designated, Party (the "Notifying Party") may A and Party B agree as follows: (i) upon two Business Days written notice The Calculation Agent shall calculate an amount that would be payable to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and Party B under this Agreement in respect thereof will terminate ("of such Early Termination Date") except as provided in Section 8.4Date (such amount, and including any Net Payment or Net Receipt constituting any portion thereof, the “Termination Payment”). (ii) withhold any payments due in respect of such Transactions; provided, upon To the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply extent that Party A is required to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the Notifying terms of this Agreement. (iii) To the extent that Party within 10 Days of receipt of such notice. If a Termination Payment B is owed required to the Affected Party, the Notifying Party shall pay the Termination Payment to Party A where: (A) Party B is the Affected Defaulting Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4(provided, each Party shall pay however, that to the other extent that Party all additional amounts payable by it pursuant B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of this Agreement, but all such amounts Agreement (Failure to Pay or Deliver) this clause (A) shall be netted apply only with respect to the Net Payment (and aggregated with any Termination Payment payable hereunder. If not the Affected Party disagrees with the calculation remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, the issue shall be submitted Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to arbitration an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to this Agreement and the resulting Clause (A)), Party B shall pay such Termination Payment shall be due in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and payable within three Days after Party A agree to cause the award. If a Triggering Event occurs, successor to Party A to pay the Notifying Termination Payment (or such lesser amount actually paid by such successor) to Party may (at its election) set off any or all A. Any amounts which the Affected actually received by Party owes to the Notifying Party or it Affiliates (A under this Agreement or otherwiseclause (C) against shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any or all excess of amounts which the Notifying actually received by Party owes to the Affected Party (either A under this Agreement or otherwise)clause (C) over the Termination Payment.

Early Termination. Unless otherwise agreed by the Parties through the Transition Committee, the Receiving Party shall not have the right to terminate any Pre-Conversion Service (or a portion thereof), unless the proposed termination of such Pre-Conversion Service (or a portion thereof), individually reduces the cost to the Service Provider to provide such Pre-Conversion Service (or a portion thereof) by at least [ ], or if in connection with related terminations with substantially the same Termination Date all such proposed terminations reduce the cost to Service Provider by at least [ ]. In the event either such thresholds is met, the Transition Committee shall meet to discuss and agree to an appropriate reduction in the Service Fee associated therewith. The Parties acknowledge and agree that it shall be the dual goal of the Transition Committee, in considering any such reduction, to maximize the reduction in Service Fees and avoid stranded costs to the Service Provider, and the Transition Committee shall take into account the factors equitable to such reductions, including without limitation the reduction in costs to be incurred by the Service Provider in providing such Pre-Conversion Service (and personnel required therewith), but also any termination fees or other incremental or stranded costs that would be incurred by the Service Provider due to such terminations, including incremental costs to the Service Provider incurred in connection with the migration of such terminated Pre-Conversion Service to an alternative third-party source or to the Receiving Party, including related to set-up, security, connectivity, compliance and other such similar costs. Subject to the above thresholds and criteria, if the Receiving Party wishes to terminate a Pre-Conversion Service (or a portion thereof) on a date that is earlier than the end of the Term, the Receiving Party shall notify the Service Provider in writing of the proposed date on which such Service (or portion thereof) shall terminate (the “Termination Date”), at least thirty (30) days prior to the Termination Date. If the Receiving Party provides the Service Provider with notice terminating or reducing a Triggering Event Pre-Conversion Service, the Service Provider shall as soon as reasonably practicable after receiving such notice advise the Receiving Party in writing (defined the “Termination Notice”) if such termination or reduction will require the termination or partial termination of any other Pre-Conversion Service(s), or otherwise affects the provision of any other Pre-Conversion Services, and the applicable reduction of costs to the Service Provider to provide such Pre-Conversion Service(s) (or portion thereof). Unless the Receiving Party, within ten (10) Business Days of receiving such notice, notifies the Service Provider of the withdrawal of its termination notice, such termination shall be final and shall be deemed to include the originally specified Services as well as the other Services described by the Service Provider. Except as set forth above, no such termination of any Service will in Section 4.2) occurs any way affect the Service Provider’s obligation to provide or make available any other Service provided or required pursuant to this Agreement or the Receiving Party’s obligation to pay for the same, all in accordance with respect to either Party at any time during the term terms of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice provided, that, solely to the extent a Termination Notice expressly states that, and specifically describes the precise manner in which, the termination of a Pre-Conversion Service will affect the Service Standard of a Pre-Conversion Service that is continuing without being terminated, then, if the Receiving Party still elects to terminate such first PartyPre-Conversion Service, which notice such new Service Standard shall apply to such continuing Pre-Conversion Service. Effective on the Termination Date, such Service (or portion thereof) shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Eventdiscontinued and thereafter, establish a date on which any or all Transactions selected by it and this Agreement in shall be of no further force and effect with respect thereof will terminate to such Service ("Early Termination Date"or portion thereof) except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon to obligations accrued prior to the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment")Date. The Termination Payment will be determined by (i) comparing the value of Receiving Party acknowledges and agrees that (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted Pre-Conversion Services provided by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party parties may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise).be

Early Termination. (a) At any time while a Termination Event is continuing, the Buyer may, with the prior written consent of Fxxxxxx Mac, or Fxxxxxx Mac may, in its absolute discretion, give notice of termination in accordance with this Section. If a Triggering Event (defined party gives notice of supervening illegality, either party may give notice of termination in accordance with this Section in the circumstances described in Section 4.25. If a party is required to pay any additional amount pursuant to Section 6, it may give notice of termination in accordance with this Section in the circumstances described in Section 6. (b) occurs with respect to either Party at At any time during while an event under Paragraph 7 of the term of this AgreementCredit Support Annex is continuing where the Buyer (or its Custodian) is the party failing to take an action or comply with the provisions specified therein, the other Party Seller may, in its absolute discretion give notice of termination in accordance with this Section. For purposes of calculating the amount due under Sections 11 and 12 hereof in connection with a notice of termination under this Section 10(b), the Market Quotation shall be determined pursuant to Section 12, substituting the word “Seller” in each instance when the word “Buyer” is utilized in such section and the quotation referred to in Section 12(b) shall be the amount in Dollars that a Reference Market Maker would charge as a Fixed Amount on such date of declaration of termination; provided, however, that if a Market Quotation cannot be determined, the Seller shall reasonably determine in good faith an amount equal to its total losses and costs in connection with this Agreement including any loss of bargain, costs of funding or, at the election of the Seller but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. (the "Notifying Party"c) may Any notice of termination hereunder (i) upon two Business Days written shall state the grounds for termination; (ii) shall specify a date that is not before, nor more than 10 days after, the date the notice to of early termination is given on which the first Party, which notice payments required by Section 11 shall be given no later than 60 Days after made as provided therein (the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("“Early Termination Date"”); and (iii) except as provided in shall declare the obligations of the Seller to make the payments required by Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon 2 that are scheduled to be made after the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except to be terminated as provided of that date, and those obligations shall so terminate and be replaced by the parties’ obligations to make the payments specified in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)11.

Early Termination. (a) If a Triggering and for as long as an Event (defined in Section 4.2) occurs of Default with respect to either a Defaulting Party at any time during the term of this Agreementhas occurred and is continuing, the other Party (“Non-Defaulting Party”) has the "Notifying Party") may right to (i) upon two Business Days written notice send Notice, designating a day, no earlier than the day such Notice is deemed to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate received ("Early Termination Date") except as provided in Section 8.421.1) and no later than twenty (20) days after such Notice is deemed to be received (as provided in Section 21.1), and as an early termination date of this Agreement (“Early Termination Date”), (ii) accelerate all amounts owing between the Parties (except for disputed amounts as provided in Section 9.4), (iii) end the Term effective as of the Early Termination Date, (iv) collect the Termination Payment, (v) withhold any payments due to the Defaulting Party under this Agreement, (vi) suspend performance, and/or (vii) exercise any other right or remedy available at Law or in respect equity to the extent otherwise permitted under this Agreement. (b) In the event of such Transactions; providedearly termination, upon the occurrence Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Termination Payment as of the Early Termination Date. The “Termination Payment” will be equal to (i) the Project Development Security, less any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyDelay Damages, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an the Early Termination Date had been immediately declared except as provided in Section 8.4. If an occurs prior to the Initial Delivery Date or (ii) equal to the Delivery Term Security if the Early Termination Date occursoccurs after the Initial Delivery Date. (c) As soon as practicable after establishing the Early Termination Date, the Notifying Non-Defaulting Party shall in good faith calculate its damagesshall, including its associated costs and attorneys' fees, resulting from Notify the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Payment and whether the Termination Payment is owed to the Notifying Non-Defaulting Party, . The Notice will include a written statement explaining in reasonable detail the Affected calculation of such amount and the sources for such calculation. The Party shall pay that owes the Termination Payment to the Notifying Party within 10 Days of receipt of shall make such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all within ten (10) Business Days after such amounts shall be netted and aggregated with any Termination Payment payable hereunder. Notice is effective. (d) If the Affected Defaulting Party disagrees with disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the issue shall be submitted Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to arbitration pursuant to this Agreement and the resulting Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)resolved in accordance with Article Eighteen.

Early Termination. If a Triggering Event (defined in Section 4.2) occurs with respect to either Party at any time during In the term event of early termination of this AgreementContract or any SOW, the other Party (the "Notifying Party") may OFM will pay to Contractor (i) the agreed-upon two Business Days written notice to Price, if separately stated, for the first PartyServices, which notice shall be given no later than 60 Days after Work Product and/or Deliverable received and Accepted by OFM as set forth in the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, applicable SOW and (ii) withhold any payments due in respect of such Transactionsamounts owed for In-flight Deliverables, as described below; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any partyhowever, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of that (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all Holdback portion of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions Price shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall only be due and payable within three Days after as set forth in Section 6 (Holdback), and (b) in no event shall OFM pay to Contractor an amount greater than Contractor would have been entitled to if this Contract had not been terminated. With respect to any interim Work Product or Deliverables not yet delivered or Accepted by OFM as of the awardanticipated termination date of this Contract or any SOW (the “In-flight Deliverables”), Contractor shall provide an inventory, description and status of the In- Flight Deliverables for OFM’s review. If a Triggering Event occursThe parties shall then negotiate in good faith to determine an equitable pro-rata Price payable by OFM for receipt of such In-Flight Deliverables (where such pro-rata Price shall not exceed the stated Price in the SOW for the completed version of the In-Flight Deliverables); provided, the Notifying Party may (at however, that OFM may, in its election) set off sole discretion, not participate in such negotiations and decline to purchase any or all amounts which the Affected Party owes In-Flight Deliverables in response to the Notifying Party or it Affiliates (a termination by OFM pursuant to any termination right under this Agreement or otherwiseContract other than a Holdback Triggering Termination Event.. Except where OFM declines to purchase In-Flight Deliverables as permitted in the preceding paragraph of this Section 70.4 (Early Termination), Contractor will invoice and OFM will pay such invoice (in accordance with Section 9 (Invoice and Payment)) against the equitable, pro-rata Price for the In-Flight Deliverables as agreed by the parties in accordance with this Section 70.4 and, Contractor shall transfer and deliver to OFM promptly such In-flight Deliverables. Except where OFM declines to purchase In-Flight Deliverables as permitted in the preceding paragraph of this Section 70.4, failure by the parties to reach agreement on the equitable, pro-rata Price for any or all amounts which In-Flight Deliverables will be a dispute within the Notifying Party owes to the Affected Party meaning of Section 58 (either under this Agreement or otherwiseDisputes).

Early Termination. If no Default or Lease Event of Default shall exist, and provided that Lessee provides to Lessor a Triggering Event certificate signed by Senior Officer of Lessee stating either that (defined a) the Secured Credit Agreement is no longer in effect or (b) the Secured Credit Agreement remains in effect and Sublessee has properly exercised its early termination option under Section 4.25.4 of the Sublease to purchase the Equipment on any Scheduled Payment Date (attaching a copy of such Sublessee notice of exercise), Lessee may, on such Scheduled Payment Date, at its option, upon at least thirty (30) occurs days' advance written notice to Lessor, effect a purchase of all, but not less than all, of the Equipment subject to this Lease for an exercise price equal to the sum of (i) all accrued unpaid Periodic Rent payable on or prior to such Scheduled Payment Date, (ii) the Lease Balance, (iii) for any purchase made pursuant to this SECTION 5.4 on or before the Permitted Refi Date, an amount equal to one percent (1%) of the Lease Balance to be repaid in connection with respect such purchase pursuant to either Party at any time during clause (ii) above, and (iv) all other fees and expenses and other amounts then due and payable by Lessee to Lessor pursuant to this Lease and the other Operative Documents to which Lessee is a party. On the date of the full payment of such exercise price to Lessor by Lessee or by Sublessee (and Lessee hereby directs that Lessor, and Lessor hereby agrees to, accept the exercise price payable in connection with a purchase pursuant to this SECTION 5.4 from Sublessee) in accordance with the provisions of the preceding sentence: (a) the obligations of Lessee to pay Rent hereunder shall cease, (b) the term of this Agreement, the other Party (the "Notifying Party") may (i) upon two Business Days written notice to the first Party, which notice Lease shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it end and this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4Lease shall terminate, and (iic) withhold any payments due Lessor shall execute and deliver to Lessee or Sublessee (as the case may be) such documents as may be reasonably required to release the Equipment from the terms and scope of this Lease and to transfer the right, title and interest of Lessor in respect the Equipment to Lessee or Sublessee (as the case may be), without representations or warranties except that the Equipment is free and clear of such Transactions; provided, upon the occurrence Lessor Liens and free and clear of any Triggering Event listed interest in item the Holders, in such form as may be reasonably requested by Lessee or Sublessee (iv) of Section 4.2 as it the case may apply to any partybe), all Transactions at Lessee's sole cost and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)expense.

Early Termination. If (1) Section 6(b)(ii) is hereby amended by adding at the end of the first paragraph the following: ", provided that the party seeking to make the transfer to avoid a Triggering Termination Event shall deliver to Party B (defined in Section 4.2the case of transfers by Party A) occurs with respect or to either Party at A (in the case of transfers by Party B) written confirmation from each Rating Agency then rating any time during class of Notes that such transfer will not result in its then-current rating of each class of Notes being withdrawn, suspended or lowered without regard to the term of Securities Guaranty Insurance Policy." (2) Notwithstanding anything to the contrary in this Agreement, if the other Early Termination Date of the Sole Transaction occurs or is effectively designated, Party (the "Notifying Party") may A and Party B agree as follows: (i) upon two Business Days written notice The Calculation Agent shall calculate an amount that would be payable to the first Party, which notice shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and Party B under this Agreement in respect thereof will terminate ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages(such amount, including its associated costs and attorneys' feesany Net Payment or Net Receipt constituting any portion thereof, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and . (ii) ascertaining To the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying extent that Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment A is owed required to the Notifying Party, the Affected Party shall pay the Termination Payment to Party B, Party A shall pay such amount in accordance with the Notifying terms of this Agreement. (iii) To the extent that Party within 10 Days of receipt of such notice. If a Termination Payment B is owed required to the Affected Party, the Notifying Party shall pay the Termination Payment to Party A where: (A) Party B is the Affected Defaulting Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4(provided, each Party shall pay however, that to the other extent that Party all additional amounts payable by it pursuant B is the Defaulting Party with respect to an Event of Default specified in Section 5(a)(i) of this Agreement, but all such amounts Agreement (Failure to Pay or Deliver) this clause (A) shall be netted apply only with respect to the Net Payment (and aggregated with any Termination Payment payable hereunder. If not the Affected Party disagrees with the calculation remainder of the Termination Payment)), Party B shall pay such amount in accordance with Section 5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the Sale and Servicing Agreement, as applicable. (B) Party A is the Defaulting Party, the issue shall be submitted Early Termination Date arises from a Termination Event (other than an Additional Termination Event) or a Redemption Event, or Party B is the Defaulting Party with respect to arbitration an Event of Default specified in Section 5(a)(i) (exclusive of any Net Payment paid pursuant to this Agreement and the resulting Clause (A)), Party B shall pay such Termination Payment shall be due in accordance with this Agreement. (C) Party B replaces Party A with a successor to Party A, Party B and payable within three Days after Party A agree to cause the award. If a Triggering Event occurs, successor to Party A to pay the Notifying Termination Payment (or such lesser amount actually paid by such successor) to Party may (at its election) set off any or all A. Any amounts which the Affected actually received by Party owes to the Notifying Party or it Affiliates (A under this Agreement or otherwiseclause (C) against shall reduce the amounts payable pursuant to clauses (A) and (B); Party A shall pay to Party B any or all excess of amounts which the Notifying actually received by Party owes to the Affected Party (either A under this Agreement or otherwise)clause (C) over the Termination Payment.

Early Termination. If a Triggering Event (defined i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC (“GMAC”) of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in Section 4.2) occurs with respect to either Party at any time during the term of this Agreement, upon (A) the other Party occurrence or declaration of a Designated Event (as defined in, or pursuant to, as applicable, the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "Notifying Party"“Triparty Agreement”), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred or been declared, as applicable, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the Assignment Date (ias defined in the Triparty Agreement) upon two the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days written of the Assignment Date and the Credit Support Document of the Counterparty’s Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: “Early Termination Following Termination Event.” (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: (1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the first Party, which notice shall be given no later than 60 Days after the discovery of 20th day following the occurrence of such event (the Triggering Event“Transfer Cut-Off Date”), establish a date on which any or all Transactions selected by it of its rights and obligations under this Agreement in respect thereof of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will terminate ("Early Termination give notice to the Trust to that effect prior to the Transfer Cut-Off Date". Any such transfer under this Section 6(b)(ii) except as provided in Section 8.4, will be subject to and (ii) withhold any payments due in respect of such Transactions; provided, conditional upon the occurrence of any Triggering Event listed in item (iv) of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination prior written consent of the terminated Transactions (Trust, which consent will not be withheld if the "Termination Payment"). The Termination Payment will Trust’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had refused if it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed pursuant to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it Triparty Agreement. (2) No transfer or substitution pursuant to this Agreement, but all such amounts Section 6(b)(ii) shall be netted and aggregated with any Termination Payment payable hereunder. If occur if (x) the Affected Party disagrees with the calculation then current ratings of the Termination PaymentNotes by Mxxxx’x Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P”) would be reduced or adversely affected or (y) the issue shall position of the Trust would otherwise materially be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (prejudiced under this Agreement or otherwise) against any or all amounts which Confirmation (it being understood that it shall be the Notifying Party owes responsibility of the Trust to verify such matters prior to the Affected Party (either under this Agreement occurrence of such transfer or otherwisesubstitution).” (v) Section 6(b)(iii) shall hereby be amended by replacing the words “within 30 days” with the words “by the Transfer Cut-Off Date (as defined above).” (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place:

Early Termination. If a Triggering So long as there shall exist no Default or Event (defined in Section 4.2) occurs with respect to either Party at any time during the term of this AgreementDefault and so long as no Trigger Date shall have occurred, the other Party (Share Repurchaser shall have the "Notifying Party") may (i) right upon two 5 Business Days written prior notice to the first PartyShare Seller to terminate not less than $10,000,000 in Principal Amount of this Agreement (the amount so requested to be terminated, which notice shall be given no later than 60 Days after the discovery "Unwind Principal Amount") by notifying the Share Seller of the occurrence date such early termination shall occur which date shall not be earlier than the fifth Business Day following delivery of such notice to the Triggering EventShare Seller (such termination, establish a the "Early Termination", and the date on which any or all Transactions selected so designated by it and this Agreement in respect thereof will terminate (the Share Repurchaser, the "Early Termination Date") except as provided in Section 8.4). In connection with such Early Termination, the parties shall be obligated to make the payments and deliveries required and to perform the obligations contemplated, and shall be entitled to exercise the rights contemplated, by Section 2 hereof (iiincluding with respect to any requirements, rights and obligations, of Section 2(e) withhold if elected by the Share Repurchaser with respect to the Unwind Principal Amount) with respect to the amount so being terminated and the Share Seller shall be entitled to be compensated by the Share Repurchaser for any payments due losses associated with any breakage costs relating to the Share Seller having funded its position in respect the Shares relating to the Principal Amount being terminated. In the event of such Transactions; providedan Early Termination, upon delivery by the occurrence Share Repurchaser of any Triggering Event listed in item (iv) the Unwind Principal Amount, the Reference Number of Section 4.2 Shares shall be reduced by the number of Shares that relate to the Unwind Principal Amount and the Principal Amount shall be reduced by the Unwind Principal Amount effective as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without notice, as if an of the Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occurs, the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment")Date. The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available right contained in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions this Section shall be netted against each other. The Notifying Party shall give exercisable up to three times by the Affected Party (defined in Section 4.2) written notice of the amount of the Termination Payment, inclusive of a statement showing its determination. If a Termination Payment is owed to the Notifying Party, the Affected Party shall pay the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected Party, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment shall be due and payable within three Days after the award. If a Triggering Event occurs, the Notifying Party may (at its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (under this Agreement or otherwise) against any or all amounts which the Notifying Party owes to the Affected Party (either under this Agreement or otherwise)Share Repurchaser.

Early Termination. If a Triggering Upon the occurrence and continuation of an Event (defined in Section 4.2) occurs of Default with respect to either Party at any time during a party (the term of this Agreement“Defaulting Party”), the other Party party (the "Notifying “Non-Defaulting Party"”) may deliver a notice of termination (ia “Notice of Termination”) upon two Business Days written notice to the first Party, which notice Defaulting Party and upon such delivery the Call Option and the Put Option shall be given no later than 60 Days after the discovery of the occurrence of the Triggering Event, establish a date on which any or all Transactions selected by it and this Agreement in respect thereof will terminate immediately terminated ("Early Termination Date") except as provided in Section 8.4, and (ii) withhold any payments due in respect of such Transactions; provided, that upon the occurrence of any Triggering Event listed a Bankruptcy, the Call Option and the Put Option shall be immediately terminated upon the occurrence thereof, regardless of whether a Notice of Termination shall have been delivered), and the only remaining obligation between the parties in item (iv) relation to the Call Option and the Put Option shall be the obligation of Section 4.2 as it may apply to any party, all Transactions and this Agreement in respect thereof shall automatically terminate, without noticethe Defaulting Party or the Non-Defaulting Party, as if an Early Termination Date had been immediately declared except as provided in Section 8.4. If an Early Termination Date occursapplicable, to make the Notifying Party shall in good faith calculate its damages, including its associated costs and attorneys' fees, resulting from the termination of the terminated Transactions (the "Termination Payment"). The Termination Payment will be determined by (i) comparing the value of (a) the remaining term, quantities and prices under each such Transaction had it not been terminated to (b) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for each such Transaction and (ii) ascertaining the associated costs and attorneys' fees. To ascertain the market prices of a replacement contract the Notifying Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in Gas swap contracts and other bona fide third party offers, all adjusted for the length of the remaining term and the basis differential. All terminated Transactions shall be netted against each other. The Notifying Party shall give the Affected Party (defined in Section 4.2) written notice of the amount payment of the Termination PaymentValue in accordance with this Section 3; provided, inclusive however, that, unless the Event of Default is a statement showing Bankruptcy or the failure by a party to perform its determinationpayment or delivery options hereunder, the Non-Defaulting Party shall exercise its Call Option or Put Option, as applicable, and may only deliver a Notice of Termination if the Defaulting Party shall fail to perform its payment or delivery obligations hereunder following such exercise. If a As promptly as reasonably practicable following the Early Termination Payment is owed Date, the Non-Defaulting Party shall deliver to the Notifying Party, the Affected Defaulting Party shall pay a notice setting forth the Termination Payment to the Notifying Party within 10 Days of receipt of such notice. If a Termination Payment is owed to the Affected PartyValue, the Notifying Party shall pay the Termination Payment to the Affected Party within 10 Days of Affected Party's receipt of such notice. At the time for payment of any amount due under this Article 4, each Party shall pay to the other Party all additional amounts payable by it pursuant to this Agreement, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder. If the Affected Party disagrees with the calculation of the Termination Payment, the issue shall be submitted to arbitration pursuant to this Agreement and the resulting Termination Payment which shall be due and payable within three Days after by Cencosud, if positive, or by Bank, if negative, in each case as of the awarddate of such notice. If a Triggering Event occursIn addition to the foregoing, the Notifying Defaulting Party may (at will, on demand, indemnify and hold harmless the Non- Defaulting Party from and against all reasonable out of pocket expenses, including legal fees and stamp tax, incurred by the Non-Defaulting Party by reason of the enforcement and protection of its election) set off any or all amounts which the Affected Party owes to the Notifying Party or it Affiliates (rights under this Agreement or otherwise) against any or all amounts which by reason of the Notifying Party owes to the Affected Party (either under early termination of this Agreement or otherwise)Agreement, including, but not limited to, costs of collection.