Common use of Effect of Early Termination Clause in Contracts

Effect of Early Termination. (i) On a Business Day that is no sooner than five (5) Business Days prior to the date on which the terminating Party has proposed, in its notice of termination delivered pursuant to Section 12.2(a) or (b), as applicable, that this Agreement terminate, the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate the UMA Final Settlement Amount as of such Business Day. In determining the UMA Final Settlement Amount, (A) the non-terminating Party shall be deemed to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT shall pay to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an amount equal to the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from the date of Early Termination through the end of the Planned Term. If BP must pay to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owes. (iii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, the calculating Party shall provide notice to the other Party of (A) the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, (B) whether such Early Termination Net Payment is owed by the terminating Party or the non-terminating Party and (C) the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment is due (which payment date shall be no sooner than two (2) Business Days following the date of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paid. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of Contents (v) Any amount that IDT is obligated to pay to BP under this Section 12.2 shall constitute one of the Obligations.

Effect of Early Termination. (a) Upon the early termination of this Agreement as a result of Death, the Company shall pay Executive's estate (i) On a Business Day that his Base Salary accrued through the effective date of termination at the rate in effect at the effective date of termination, payable at the time such payment is no sooner than five due; (5ii) Business Days prior all other amounts to which Executive is entitled, including, without limitation, expense reimbursement amounts accrued to the effective date on which the terminating Party has proposed, in its notice of termination delivered or amounts under any benefit plan of the Company at the time such payments are due; and (iii) life insurance proceeds paid on any life insurance policy owned by the Company, and the Company shall have no further obligations under this Agreement. (b) Upon the early termination of this Agreement as a result of Disability, the Company shall pay Executive (i) his Base Salary accrued through the effective date of termination at the rate in effect at the time Notice of Termination is given, payable at the time such payment is due; (ii) all other amounts to which Executive is entitled, including, without limitation, expense reimbursement amounts accrued to the effective date of termination, or amounts under any benefit plan of the Company, at the time such payments are due, and the Company shall have no further obligations to Executive under this agreement. (c) Upon the early termination of this Agreement by the Company for Cause, or upon early termination by Executive pursuant to the last sentence of Section 15 hereof, the Company shall pay to Executive (i) his Base Salary accrued through the effective date of termination at the rate in effect at the time Notice of Termination is given, payable at the time such payment is due; and (ii) all other amounts to which Executive is entitled, including, without limitation, expense reimbursement amounts accrued to the effective date of termination or amounts under any benefit plan of the Company, and the Company shall have no further obligation to Executive under this Agreement. (d) Upon the early termination of this Agreement by the Company pursuant to Section 12.2(a7(c)(ii) (other than for Cause, Death, Disability and other than a termination by the Company under circumstances constituting a Change in Control Termination as defined in paragraph (e) of this Section 8), or upon the early termination of this Agreement by Executive as a result of a Breach of this Agreement by the Company (bother than a termination of this Agreement by Executive as a result of a Breach under circumstances constituting a Change in Control Termination), as applicable, that this Agreement terminate, the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate the UMA Final Settlement Amount as of such Business Day. In determining the UMA Final Settlement Amount, (A) the non-terminating Party shall be deemed to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT Company shall pay to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BPExecutive, in addition to the amounts described in subparagraphs 8(a)(i) and (ii) hereinabove, (i) in lieu of any Early further compensation payments to Executive for periods subsequent to the effective date of termination, a lump sum severance payment equal to 100% of his annual Base Salary at the rate in effect at the time Notice of Termination Net Payment that it may owe upon an Early is given, and (ii) all other amounts to which Executive is entitled, including, without limitation, expense reimbursement amounts accrued to the effective date of termination or amounts under any benefit plan of the Company at the time such payments are due. For a one year period after such termination, the Company shall provide Executive with life and health insurance benefits substantially similar to those which Executive was receiving immediately prior to the Notice of Termination, an amount equal to and the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from the date of Early Termination through the end of the Planned Term. If BP must pay to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owes. (iii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, the calculating Party shall provide notice to the other Party of (A) the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, (B) whether such Early Termination Net Payment is owed by the terminating Party or the non-terminating Party and (C) the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment is due (which payment date shall be no sooner than two (2) Business Days following the date of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paid. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and Company shall have no further force and effect. With respect obligation to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of Contents (v) Any amount that IDT is obligated to pay to BP Executive under this Section 12.2 shall constitute one of the ObligationsAgreement.

Effect of Early Termination. (i) On a Business Day that is no sooner than five (5) Business Days prior to the date on which the terminating Party has proposed, in its notice of termination delivered pursuant to Section 12.2(a) or (b), as applicable, that this Agreement terminate, the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate the UMA Final Settlement Amount as of such Business Day. In determining the UMA Final Settlement Amount, (A) the non-terminating Party shall be deemed to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT shall pay to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of ContentsContents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an amount equal to the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from the date of Early Termination through the end of the Planned Term. If BP must pay to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owes. (iii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, the calculating Party shall provide notice to the other Party of (A) the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, (B) whether such Early Termination Net Payment is owed by the terminating Party or the non-terminating Party and (C) the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment is due (which payment date shall be no sooner than two (2) Business Days following the date of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paid. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of ContentsContents CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS DOCUMENT BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF OMITTED TEXT IS INDICATED BY AN ASTERISK (*) (v) Any amount that IDT is obligated to pay to BP under this Section 12.2 shall constitute one of the Obligations.

Effect of Early Termination. If this document is terminated (iexcept under clauses 2.2(d) On a Business Day that is no sooner than five (5or 10.3) Business Days prior to the date on which the terminating Party has proposed, in its notice of termination delivered pursuant (Non-Liable Party) will calculate the Early Termination Payment to Section 12.2(a) or (b), as applicable, that this Agreement terminate, be made by the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate the UMA Final Settlement Amount as of such Business Day. In determining the UMA Final Settlement Amount, (ALiable Party) the non-terminating Party shall be deemed to be the Non-defaulting Liable Party, and and: (Bi) subject to clause 14.5(a)(ii), the calculating Liable Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If must pay the Early Termination Net Payment is positive, IDT shall pay to BP when due the Non-Liable Party within 20 Business Days of receipt of an invoice from the Non-Liable Party in respect of the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents; and (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an if the Liable Party disputes the amount equal to the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from the date of Early Termination through the end of the Planned Term. If BP must pay to IDT when due the Early Termination Net PaymentPayment in accordance with clause 14.5(b), BP may offset the Supply Fee Termination Payment against Liable Party is only required to pay the amount of the Early Termination Net Payment determined by the Expert within 10 Business Days of such determination. If the Liable Party disputes the Non-Liable Party’s determination of the Early Termination Payment, it owes.must refer the matter to dispute resolution by an Expert under clause 18.2 as soon as reasonably practicable and in any event within 20 Business Days of receipt of the non-defaulting Party’s invoice. Each Party agrees that: (iiii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, is a genuine pre- estimate of the Supply Fee Termination Payment, Non-Liable Party’s anticipated losses arising from the calculating Party shall provide notice termination of this document prior to the other Party expiry of the Term; and (Aii) the Early Termination Net Payment constitutes not more than fair and reasonable compensation for the damage which the Non-Liable Party will bear upon the occurrence of the circumstances which give rise to the payment and protects a legitimate commercial interest of the Non-Liable Party for the occurrence of such circumstances. If the obligation to pay an Early Termination Payment is for any reason determined to be unenforceable, the Parties agree to treat termination of this document in the circumstances for which an Early Termination Payment would have been payable as arising from a breach of a fundamental term. In such circumstances the Parties agree that the Liable Party must pay the Non-Liable Party damages for its loss of bargain associated with the early termination of this document and the Parties acknowledge and agree that such damages may include loss of profit, loss of revenue and loss of income, provided that the amount of such damages will be limited to the amount which would have been recoverable as an Early Termination Payment had the obligation to pay the Early Termination Payment not been determined to be unenforceable. The Non-Liable Party’s right to receive the Early Termination Payment is its sole and exclusive remedy in connection with the early termination of this document and, if anyother than pursuant to clause 14.5(d), the Supply Fee Termination PaymentNon- Liable Party is not entitled to recover any other losses or damages whether arising under contract, in tort (Bincluding negligence) whether such Early Termination Net Payment is owed by or statute or any other basis in law or equity. For the avoidance of doubt, if the terminating Party or is INSW and the non-terminating Seller comprises more than one Party, each Party and (C) comprising the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment Seller is due (which payment date shall be no sooner than two (2) Business Days following the date of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paidLiable Party. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of Contents (v) Any amount that IDT is obligated to pay to BP under this Section 12.2 shall constitute one of the Obligations.

Effect of Early Termination. (a) In the event the Executive's employment is terminated pursuant to Section 5(a)(i), the Company shall pay to the Executive, (i) On in a Business Day lump sum upon termination, the Base Salary otherwise scheduled to be paid to the Executive for the remainder of the Employment Period (subject to the percentage increases provided in paragraph 3(a) hereof), plus (ii) if EBITDA shall have exceeded the EBITDA Bonus Threshold, determined for this purpose only based on the trailing 12 months prior to termination, then the Executive also shall receive the EBITDA Bonus (based on such calculation) (the “Termination EBITDA Bonus”), plus (iii) accrued benefits and the reimbursement of expenses incurred to the date of termination, plus (iv) accelerated vesting of all of the unvested Employment Options, plus (v) if the Executive is entitled to receive the Termination EBITDA Bonus, the Executive also shall receive, for each employment year remaining during the Employment Period after termination a lump sum amount (the “Final EBITDA Bonus”) equal to the Termination EBITDA Bonus; provided, however, that the Executive shall not receive any Final EBITDA Bonus if the Company then is no sooner than five (5) Business Days in default of the Medley Financing or any other financing of the Company or shall not receive the applicable cash portion or equity portion of the Final EBITDA Bonus if the payment of the applicable cash portion or equity portion of the Final EBITDA Bonus would cause a default thereunder. In the event that the Company cannot pay a lump sum amount either because it does not have the funds or that such payment would result in a default under any of the Company’s other agreements, the Company and Executive agree to negotiate a payment schedule in good faith. In the event that such termination of employment occurs prior to the date first anniversary of the Commencement Date, then if EBITDA (annualized, based on which the terminating Party has proposedtrailing months since the Commencement Date and prior to termination) shall have exceeded the EBITDA Bonus Threshold, the Executive shall be entitled to the EBITDA Bonus for the first employment year during the Employment Period and such EBITDA Bonus shall become the Final EBITDA Bonus to be paid on account of each employment year remaining during the Employment Period after termination. For illustration purposes only, the parties agree that the following is an example of the treatment of the Termination EBITDA Bonus and the Final EBITDA Bonus in connection with a termination under Section 5(a)(i) after December 31, 2009 and prior to December 31, 2010: If the Termination EBITDA Bonus is payable under this Section 6(a), the Executive would receive the full Termination EBITDA Bonus for the year of termination. In addition, the Executive would receive 100% of the same amount as the Final EBITDA Bonus, in its notice each case, subject to the treatment of termination delivered the payments in connection with a default under the financing agreements of the Company. Upon receipt by Executive (or his estate, as the case may be) of such sums payable by the Company as provided in this paragraph, Executive (or his estate, as the case may be) will provide the Company with a confirmation of receipt of payment and a general mutual release of claims. (b) In the event the Executive's employment is terminated, at the election of the Company pursuant to Section 12.2(a) or (b5(a)(ii), or for any other reason except as applicableset forth in this Section 6, the Company shall pay to the Executive only the Base Salary through the last day of his actual employment by the Company, payable in accordance with the Company's regular payroll practices, plus accrued benefits and the reimbursement of expenses incurred to the date of termination. In such event, the Executive shall forfeit the right to receive any then ungranted Bonus Stock Options and shall forfeit all unvested Employment Options. Upon receipt by Executive of such sums payable by the Company as provided in this paragraph, Executive will provide the Company with a confirmation of receipt of payment and a general mutual release of claims; provided, however, that this Agreement terminateif the release of claims by the Company would diminish its rights under any insurance policy covering any related loss by the Company, then the Company may elect to waive the requirement that the parties deliver such releases. (c) In the event the Executive's employment is terminated pursuant to Section 5(a)(iii), the non-terminating Party shall, using Company shall pay to the terms estate of the Master Netting AgreementExecutive, calculate or to the UMA Final Settlement Amount Executive, as the case may be, the amounts payable in the case of such Business Day. In determining a termination pursuant to the UMA Final Settlement Amountprovisions of paragraph 6(a) above, (A) the non-terminating Party and all Employment Options shall be deemed to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15have vested fully. Upon completing receipt by Executive (or his estate, as the case may be) of such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT shall pay to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an amount equal to the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from the date of Early Termination through the end of the Planned Term. If BP must pay to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owes. (iii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, the calculating Party shall provide notice to the other Party of (A) the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, (B) whether such Early Termination Net Payment is owed sums payable by the terminating Party Company as provided in this paragraph, Executive (or his estate, as the non-terminating Party case may be) will provide the Company with a confirmation of receipt of payment and (C) the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment is due (which payment date shall be no sooner than two (2) Business Days following the date a general mutual release of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paidclaims. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of Contents (v) Any amount that IDT is obligated to pay to BP under this Section 12.2 shall constitute one of the Obligations.

Effect of Early Termination. If an Early Termination Right is exercised by Landlord, then (ia) On a Business Day the Lease shall terminate with respect to the applicable Early Termination Space effective as of the Effective Termination Date for such Early Termination Space, and Tenant shall have no right to extend or renew the Term for such Early Termination Space, including for any Renewal Terms; (b) Tenant shall remain responsible for the performance of all of Tenant’s obligations and liabilities that is no sooner than five accrue or arise under the Lease for such Early Termination Space up to and through the Effective Termination Date (5including without limitation the payment of Monthly Base Rent and Tenant’s Proportionate Share of Operating Expenses and Real Estate Taxes through the Effective Termination Date, and the payment of the Early Termination Fee hereunder); (c) Business Days subject to Tenant’s ongoing maintenance and repair obligations as set forth in the Lease, Tenant shall surrender possession of the Early Termination Space to Landlord on or prior to the date on which the terminating Party has proposed, applicable Effective Termination Date in its notice “as-is” condition, with no removal or restoration obligation whatsoever (except as set forth below with respect to the Stairwell Removal Work, and except that Tenant shall remove its proprietary IT and network equipment and the personal items of termination delivered its employees, with all other personal property of Tenant remaining in the Early Termination Space being considered to have been abandoned by Tenant); and (d) Tenant shall be relieved from any further obligations or liabilities with respect to an Early Termination Space after the Effective Termination Date for such Early Termination Space, except for Xxxxxx’s surrender obligations pertaining to such Early Termination Space, all obligations and liabilities that accrue or arise prior to and through the Effective Termination Date, and all obligations and liabilities with respect to the Early Termination Space that pursuant to Section 12.2(a) or (b), as applicable, that this Agreement terminate, the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate Lease survive the UMA Final Settlement Amount as expiration or termination of such Business Daythe Lease. In determining consideration of Landlord’s agreement to permit Tenant to leave its personal property in the UMA Final Settlement AmountPremises that is not required to be removed by Tenant under clause (c) above, (A) the Tenant agrees to provide Landlord with non-terminating Party shall be deemed exclusive access to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT shall pay Space up to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents sixty (ii60) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an amount equal days prior to the greater Effective Termination Date to permit Landlord to remove and dispose of (A) * or (B) *% such Tenant personal property, so long as Landlord has timely provided the Termination Notice as set forth in Section 2 hereof. During any period of the Supply Fees thatLandlord’s early access as provided herein, but for such Early Termination, IDT would owe to BP from the date of Early Termination through the end of the Planned Term (the “Supply Fee Termination Payment”). BP Landlord and Tenant shall calculate the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas cooperate reasonably and Energy that, but for such Early Termination, BP would have sold and delivered to IDT in good faith in connection with any Direct Transaction or Credit-Enabled Transaction from each party’s activities within the date Premises. By way of Early example and for the avoidance of doubt, the parties hereto hereby agree that if and Landlord has timely provided the Termination through Notice such that the end of the Planned Term. If BP must pay Effective Termination Date is January 1, 2024 with respect to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owes. (iii) As soon as practicable after completing the calculation all of the Early Termination Net Payment andSpace, if any, the Supply Fee Termination Payment, the calculating Party Landlord shall provide notice have early access to the other Party of (A) the Early Termination Net Payment andSpace as of November 1, if any, 2023. If Xxxxxx fails to surrender possession of an Early Termination Space to Landlord by the Supply Fee Effective Termination Payment, (B) whether Date for such Early Termination Net Payment is owed by Space, then the terminating Party or provisions of Article 34.11 of the non-terminating Party and (C) the date on which Lease shall be applicable to such Early Termination Net Payment andSpace. Notwithstanding any early termination of the Lease with respect to the 31st floor pursuant to this Agreement, Tenant shall remain responsible for the performance of Tenant’s obligations under Section 2 of the Seventh Amendment with respect to the removal of the Stairwell between the 30th and 31st floors; provided, however, that for purposes thereof Landlord shall be the party that performs the Stairwell Removal Work (as defined in Section 2 of the Seventh Amendment). In addition, if anyan Early Termination Right is exercised with respect to Early Termination Space such that there is an interconnecting stairwell between a floor of the Building that will remain part of the Premises and a floor of the Building that will no longer be part of the Premises, then the Supply Fee Termination Payment is due parties shall address such interconnecting stairwell in the same manner as set forth in the second paragraph of Section 2 of the Seventh Amendment; provided, however, that for purposes thereof (which payment date a) Landlord shall be no sooner than the party that performs the Stairwell Removal Work, and (b) Tenant shall be responsible for reimbursement to Landlord of 50% of the cost of the Stairwell Removal Work for a maximum of two (2) Business Days following additional interconnecting stairwells and shall pay such reimbursement to Landlord within thirty (30) days after written notice from Landlord together with an invoice reasonably detailing the date of Early Termination)applicable costs. If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any an Early Termination Net Payment or Supply Fee Right is exercised, then effective from and after the Effective Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If Date for the Party that owes such payment fails to make payment when dueapplicable Early Termination Space, the unpaid amount number of Parking Spaces to which Tenant is entitled under the Lease shall accrue interest at the Interest Rate from the payment date until such amount is paid. be reduced to one (iv1) Following such Early Termination, all Transactions that were included in the calculation Parking Space per each 1,600 square feet of Rentable Area of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect remaining Premises that are leased by Tenant from time to Transactions that were not terminated upon such Early Terminationtime, subject to adjustment from time to time in accordance with the provisions of Article 15 27 of the Lease, as previously modified. If Landlord exercises an Early Termination Right with respect to a floor located on floors 31-35, Tenant shall apply retain its Right of First Offer set forth in Schedule 2 to the 7th Amendment with respect to such Transactions. Table floor, except that Tenant’s Right of Contents First Offer with respect to such floor shall be subordinate to the first lease entered into by Landlord with respect to such floor in connection with or following Landlord’s exercise of its Early Termination Right with respect to such floor (vor such first lease entered into by Landlord with respect to each portion of such floor if Landlord leases such floor on a multi-tenant basis) Any amount that IDT is obligated and all expansion or renewal rights granted to pay to BP the tenant under this Section 12.2 such lease, and such first lease shall constitute one a Superior Right under Schedule 2 of the Obligations7th Amendment. Upon Landlord’s exercise of an Early Termination Right with respect to a floor located on floors 31-35, Tenant’s Flex Space right set forth in Section 9 of the 7th Amendment shall terminate with respect to such floor.

Effect of Early Termination. (a) Upon termination by the Owner for any reason other than for "cause" due to Manager's breach of any material provision herein, without cure by Manager following written notice from Owner detailing such breach of this Agreement, Owner shall pay to Manager a termination fee (the "Early Termination Fee") on the Termination Date that is equal to (a) the greater of: (i) On a Business Day the trailing twelve (12) months' fees due to Manager hereunder or (ii) twelve (12) times the average monthly payment due to Manager during the Term; plus (b) any bonus or incentive payments that is no sooner than five the Manager has earned through the Termination Date; plus (5c) Business Days prior twelve (12) months' salary for all full- time employees of Manager that have been employed pursuant to the terms of this Agreement; plus (d) any severance payments and/or relocation expenses which are incurred by Manager related to the Manager's terminating or relocating full-time employees that have been assigned to the Facility. In the Event that Owner terminates this Agreement, Owner shall have the right to request that Manager vacate the property and cease all management activities related to the Facility, in which case Owner shall pay Manager the Termination Fee as set forth above. If the Owner terminates this Agreement in the manner described in this paragraph within the last twelve months of the Term, the Early Termination Fee shall be prorated by the number of months remaining in the Term of the Agreement as of the Termination Date. (b) Upon termination or expiration of this Agreement for any reason, (i) Manager shall promptly discontinue the performance of all services hereunder, (ii) the Owner shall promptly pay Manager all fees due Manager up to the date on which the terminating Party has proposed, in its notice of termination delivered pursuant or expiration (subject to Section 12.2(a) or (b), as applicable, that this Agreement terminate, proration if the non-terminating Party shall, using the terms of the Master Netting Agreement, calculate the UMA Final Settlement Amount as of such Business Day. In determining the UMA Final Settlement Amount, (A) the non-terminating Party shall be deemed to be the Non-defaulting Party, and (B) the calculating Party shall include in the calculation of the UMA Final Settlement Amount only those Direct Transactions or Credit-Enabled Transactions that will be terminated on the date of Early Termination pursuant to Article 15. Upon completing such calculation of the UMA Final Settlement Amount, such amount shall constitute the “Early Termination Net Payment” hereunder. If the Early Termination Net Payment is positive, IDT shall pay to BP when due the Early Termination Net Payment. If the Early Termination Net Payment is negative, BP shall pay to IDT when due the Early Termination Net Payment. Table of Contents (ii) If IDT elects an Early Termination pursuant to Section 12.2(a), IDT shall be obligated to pay to BP, in addition to any Early Termination Net Payment that it may owe upon an Early Termination, an amount equal to the greater of (A) * or (B) *% of the Supply Fees that, but for such Early Termination, IDT would owe to BP from the date of Early Termination through Term ends other than at the end of the Planned Term Operating Year), (iii) Manager shall make available to the “Supply Fee Termination Payment”). BP Owner all data, electronic files, documents, procedures, reports, estimates, summaries, and other such information and materials with respect to the Facilities as may have been accumulated by Manager in performing its obligations hereunder, whether completed or in process, and (iv) without any further action on part of Manager or Owner, the Owner shall, or shall calculate cause the Supply Fee Termination Payment. BP shall utilize the forecasted quantities of Natural Gas and Energy thatsuccessor Facility manager to, but for such Early Termination, BP would have sold and delivered to IDT in connection with any Direct Transaction or Credit-Enabled Transaction from assume all obligations arising after the date of Early Termination through such termination or expiration, under any Service Contracts, Revenue Generating Contracts, booking commitments and any other Facility agreements entered into by Manager in furtherance of its duties hereunder. Notwithstanding the end foregoing, Manager is under no duty to provide certain proprietary confidential materials or intellectual property to the Owner, including but not limited to national benchmarking formulas, key performance indicators reports, employee manuals, employee training materials, employee performance evaluations, financial forecasting formulas, Manager's internal databases or contact lists, Manager's operations manuals, and/or other intellectual property developed by and maintained by the Manager and which it may use in its regular course of business to provide services to clients similar to Owner. Any obligations of the Planned Term. If BP must pay parties that are specifically intended to IDT when due the Early Termination Net Payment, BP may offset the Supply Fee Termination Payment against the Early Termination Net Payment it owessurvive expiration or termination of this Agreement shall survive expiration or termination hereof. (iii) As soon as practicable after completing the calculation of the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, the calculating Party shall provide notice to the other Party of (A) the Early Termination Net Payment and, if any, the Supply Fee Termination Payment, (B) whether such Early Termination Net Payment is owed by the terminating Party or the non-terminating Party and (C) the date on which such Early Termination Net Payment and, if any, the Supply Fee Termination Payment is due (which payment date shall be no sooner than two (2) Business Days following the date of Early Termination). If IDT owes any amounts to BP under this Section 12.2, IDT also shall pay to BP in full, on the same day it is obligated to pay any Early Termination Net Payment or Supply Fee Termination Payment, any other outstanding Obligations (including amounts that remain unpaid as a result of any Payment Extension and any outstanding Supply Fees). If the Party that owes such payment fails to make payment when due, the unpaid amount shall accrue interest at the Interest Rate from the payment date until such amount is paid. (iv) Following such Early Termination, all Transactions that were included in the calculation of the Early Termination Net Payment shall be terminated and shall have no further force and effect. With respect to Transactions that were not terminated upon such Early Termination, the provisions of Article 15 shall apply to such Transactions. Table of Contents (v) Any amount that IDT is obligated to pay to BP under this Section 12.2 shall constitute one of the Obligations.