Common use of Term Termination Clause in Contracts

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter The Offer Period shall be automatically extended for successive twelve from year to year on the terms and conditions set forth in this Agreement unless (12i) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not Purchaser shall, not less than ninety thirty (9030) days prior to the expiration of the then-current Terminitial one year Offer Period or any subsequent one year Offer Period, PINE will provide Client with written give to the Providers notice of any changes Purchaser's intention not to so extend or (ii) the termsProviders shall, fees and Services provided under in accordance with paragraph (b), give to Purchaser notice of the Providers' intention to terminate this Agreement. If Client does not object in writing This Agreement shall be binding upon the parties hereto upon its execution and shall continue until the later of (i) the collection of all Accounts sold hereunder or (ii) the payment of any Repurchase Prices and all other amounts due hereunder. (b) The Providers may terminate their obligation to such changes or provide PINE with a written notice of non-renewal at least offer to sell Accounts to the Purchaser pursuant to this Agreement upon no less than sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriatePurchaser. (c) Upon a termination pursuant In addition to this Section 12any other rights and remedies provided for herein, Client will compensate PINE for Services actually provided through the effective date Purchaser may, upon the occurrence of any such termination within of the following Termination Events, by way of example, but not by way of limitation, enforce all of their rights (so long as Purchaser provides Debtors, the United States Trustee, and counsel for the Unsecured Creditors' Committee, if any, with not less than ten (10) calendar days written notice to cure). Notwithstanding the foregoing, upon a Default, Purchaser shall be entitled to a hearing on an expedited basis after three (3) business days' notice to Debtors and counsel for Debtors, subject to the Court's calendar and availability, regarding immediate relief from the automatic stay of Bankruptcy Code Section 362 (a), which shall entitle the Purchaser to seek, inter alia and without limitation, the following relief: (i) immediate payment of all money due under the Factoring Agreement; (ii) immediate set-off against any and all Collateral for all amounts owed; (iii) immediate notification to all non-government account debtors, whether or not of purchased accounts, that payment shall be made exclusively to Purchaser; (iv) immediate authority for Purchaser to proceed in any non-bankruptcy court to enforce their rights. (d) Notwithstanding anything contained herein to the contrary, the Purchaser may terminate this Agreement immediately and without notice upon the occurrence of any of the effective date following events (each a "TERMINATION EVENT"): (i) any of the Providers fail to make any payment required under this Agreement; (ii) there is an occurrence of a Bankruptcy Event (as defined below) with respect to any Provider provided, however, that this Subsection (d)(ii) shall be deemed inapplicable during such terminationtime that the Bankruptcy Case is open and until such time that a plan of reorganization is confirmed; (iii) any Provider fails to honor any obligation set forth in this Agreement. Upon the expiration or earlier termination For purposes of this Agreement, PXXX agrees to: (i) use reasonable efforts "BANKRUPTCY EVENT" shall mean the Provider generally not paying its debts as such debts become due, or admitting in writing its inability to assist Clientpay its debts generally, and or making a general assignment for the benefit of creditors; or any successor service provider(s) appointed proceeding being instituted by Clientor against any Provider seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, 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, custodian or other similar official for it or for any substantial part of its property or assets and, in connection with the related transition case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the Services to any actions sought in such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services proceeding (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property or assets) shall occur; or the Provider taking any action to authorize or acquiesce in any of the actions set forth above in this paragraph; (iv) any lien or encumbrance is granted, is discovered, or attaches to any of the Collateral, except the liens and records security interests in favor of ClientPurchaser, and Permitted Liens (as set forth on the attachment hereto entitled "PERMITTED LIENS"), without the express written consent of Purchaser; (v) any administrative expense claim is allowed and is senior to or pari passu with the Purchaser's claims or if any lien shall be granted in the Bankruptcy Case with respect to any of the Collateral (other than those granted with the written consent of Purchaser or as authorized by this agreement); however, Debtors are not prohibited from paying ordinary and routine operating expenses, U.S. Trustee fees and professional fees and costs on terms and conditions established and approved by the Bankruptcy Court; (vi) the Debtors make any disposition of Collateral outside the ordinary course of Debtors' businesses without the express written consent of Purchaser; (vii) the Debtors fail to pay timely any statutory fees payable to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6); (viii) any representation, warranty, or certification made by the Debtors or any of the Senior Officers, is or becomes incorrect in any material respect; (ix) the Bankruptcy Case is dismissed or converted to a Chapter 7 Bankruptcy Case, or a Chapter 11 trustee or an examiner is appointed in the Bankruptcy Case; (x) the Factoring Order approving the Factoring Agreement is stayed, amended, modified, reversed, or vacated; (xi) a plan of reorganization is confirmed that fails to provide for termination of the Factoring Agreement and payment in full, in cash, of Debtors' obligations under the Factoring Agreement on the effective date of the plan unless the plan adopts the exact terms of the Factoring Agreement, as approved by the Bankruptcy Court, or Purchaser agrees, in writing, to a modification or different treatment and affirmatively votes in favor of the plan; (xii) the Bankruptcy Court enters an order granting relief from the automatic stay to any creditor with respect to any claim in an amount equal to or exceeding $75,000.00 in the aggregate; provided, however, that it shall not be an Event of Default if the automatic stay is lifted solely for the purpose of allowing a creditor to liquidate its claim against a Debtor or seek payment from an insurance policy, or the Debtors file a document with the Bankruptcy Court acknowledging that such property is not necessary to an effective reorganization; (xiii) Debtors' current principals cease to actively manage and be involved in the operations of the Debtors and replacements reasonably acceptable to the Purchaser shall not be retained or the principal(s) of the Debtors become deceased or incompetent, notwithstanding Bankruptcy Rule 1016; (xiv) an order is entered in the Bankruptcy Case authorizing the sale or other disposition of all, or substantially all, of the assets of any or all of the Debtors, unless such order provides for payment in full, in cash, of Debtors' obligations under the Factoring Agreement upon consummation of the sale; or (xv) the Debtors take any action inconsistent with the foregoing or fail to timely contest any prohibited conduct or relief requested." (e) If a Termination Event shall occur and be continuing, the Purchaser may, without limiting any right of the Purchaser hereunder, take complete authority and control of all administration and servicing of the Accounts, at the Providers' sole cost and expense. Any training Upon any such action, the Purchaser shall have, in addition to the rights and other services remedies which it may have under this section Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be billed cumulative. A Termination Event shall not affect any security interest granted pursuant to this Agreement, including but not limited to security interests in property not yet owned by a Provider or not created as of the Termination Event. (f) Unless Purchaser agrees in writing, at its sole discretion, to extend the term of the Factoring Agreement, or until a Termination Event, the obligations due the 27 Purchaser under the Factoring Agreement are to be paid in full within 15 days after the date of the entry of an hourly rate order confirming a plan of $250reorganization unless the Debtors assume the terms of the Factoring Agreement in their entirety without modifications; or, the Debtors and Purchaser agree to other treatment under the plan. Moreover, no confirmation order for a plan of reorganization shall provide for a discharge or otherwise affect in any way any of the obligations of the Debtors or any Guarantors as those obligations are detailed in the agreements approved by the Bankruptcy Court), including without limitation, the Debtors' agreements with Purchaser. Termination of the Factoring Agreement shall not terminate, extinguish, or remove any liens or security interests granted to Purchaser until Debtors have fully paid and discharged all of their obligations to Purchaser.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until , 2011 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this agreement upon the expiration of the Initial Term or any Renewal Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Manager the Termination Fee before or on the last day of the Initial Term or Renewal Term (the “Effective Date Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 60-day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, unless terminated for cause the Company shall be automatically extended for successive twelve pay to the Manager, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to three times the sum of the average annual Management Fee earned by the Manager during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice date of non-renewal at least sixty (60) days prior to such termination, calculated as of the end of the then-current Termmost recently completed fiscal quarter prior to the date of termination. Not less The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than ninety (90) 180 days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes Initial Term or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing delivery of such notice. The Company is not required to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior pay to the expiration of Manager the Term in Termination Fee if the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under Manager terminates this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 1213(c). (d) If this Agreement is terminated pursuant to Section 13, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10) days , 13(b), 15(b), and 16 of the effective date this Agreement. In addition, Sections 11 and 23 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Date Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (A) 10 days following the end of such 60-day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall be automatically extended for successive twelve pay to the Manager, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to three times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice of non-renewal at least sixty (60) days most recently completed fiscal quarter prior to the end date of termination. The obligation of the then-current Term. Not less Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than ninety (90) 180 days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes Initial Term or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless delivery of such notice. The Company shall not be required to pay the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior Termination Fee to the expiration of Manager if the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under Manager terminates this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate13(c); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with This Agreement shall become effective as of the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Closing Date and shall continue in full force and effect for a period of twelve (12) months from until the commencement first of the Servicesfollowing occurs: (i) the payment in full of the Rated Notes, the termination of the Indenture in accordance with its terms and thereafter shall be automatically extended for successive twelve the payment in full of the Subordinated Notes; (12ii) month terms unless a Party provides the other Party with a notice liquidation of non-renewal at least sixty (60) days prior the Collateral and the final distribution of the proceeds of such liquidation to the end Noteholders; or (iii) the termination of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of accordance with this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsSection 12 or Section 13. (b) This Agreement may be terminated prior Notwithstanding any other provisions hereof to the expiration of contrary, the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) Investment Manager may resign upon 90 days’ prior written notice to PINE. Should the Trust terminate Issuer, the Services Rating Agencies and the Trustee (or such shorter notice as is acceptable to the Issuer); provided, however, that such resignation shall not be effective until the date as of which a successor Investment Manager has been appointed in accordance with Section 12(e) and has accepted the duties of the individual appointed by PINE successor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until appoint a successor CCO or PFO is selected Investment Manager to assume such duties and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateobligations. (c) Upon The Investment Manager may be removed without Cause upon 90 days’ (or such shorter notice as is acceptable to the Investment Manager) prior written notice to the Investment Manager (with a copy sent to S&P) by the Issuer with the consent of the Holders of at least 662/3% in Aggregate Outstanding Amount of each Class of Rated Notes (voting separately) and the consent of the Holders of at least 662/3% in Aggregate Outstanding Amount of the Subordinated Notes (excluding, in each case, any Investment Manager Securities); provided, however, that such termination or removal shall not be effective until the date as of which a successor Investment Manager has been appointed in accordance with Section 12(e) and has accepted the duties of the successor Investment Manager hereunder. In determining whether the requisite Noteholders have given any such direction, notice or consent, all Investment Manager Securities will be disregarded and deemed not to be Outstanding. The Issuer will use commercially reasonable efforts to appoint a successor Investment Manager to assume such duties and obligations. (d) If this Agreement is terminated pursuant to this Section 1212 or Section 13, Client will compensate PINE for Services actually provided through the effective date of any such termination will be without any further liability or obligation of either party to the other, except as provided in Sections 8, 10, 14 and 23. (e) Upon any removal or resignation of the Investment Manager (in each case, whether pursuant to this Section 12 or pursuant to Section 13) while any of the Rated Notes or Subordinated Notes are Outstanding, the Issuer at the direction of a Majority of the Subordinated Notes shall appoint as successor Investment Manager an institution which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Investment Manager hereunder (or that has been approved by a Majority of the Controlling Class), (ii) is legally qualified and has the capacity to act as Investment Manager hereunder, as successor to the Investment Manager under this Agreement in the assumption of all of the responsibilities, duties and obligations of the Investment Manager hereunder and under the applicable terms of the Indenture, (iii) shall not cause the Issuer or the Co-Issuer or the pool of Collateral to become required to register under the provisions of the Investment Company Act and (iv) will not cause the Issuer to be treated as engaged in a trade or business within ten (10) the United States for U.S. federal income tax purposes. No termination or removal of the Investment Manager, whether pursuant to this Section 12 or pursuant to Section 13 hereof, shall be effective until a successor has been appointed and approved pursuant to this Agreement, subject to and in accordance with this Section 12(e), and has agreed in writing to assume all of the Investment Manager’s duties and obligations with respect to the period commencing with such appointment. Any successor Investment Manager must be appointed by the Issuer at the direction of a Majority of the Subordinated Notes and not rejected by a Majority of the Controlling Class within 20 days of the effective issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes; provided that such rejection shall not be unreasonable. For purposes of this paragraph, in determining whether the Holders of the requisite percentage of Aggregate Outstanding Amount of Rated Notes or Subordinated Notes have given such rejection, Investment Manager Securities shall not be disregarded and shall be deemed to be Outstanding. Such successor Investment Manager must be ready and able to assume the duties of the Investment Manager within 40 days after the date of such terminationnotice of resignation or removal of the Investment Manager. In the event of a removal of the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager (a) within 20 days after approval of the successor Investment Manager by the Issuer, and the issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes, or (b) within 90 days after the date of notice of removal of the Investment Manager, the removed Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In the event of a resignation by the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager within 120 days after the date of notice of resignation by the Investment Manager, the resigned Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In connection with such appointment and assumption and subject to the provisions of the Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and such successor Investment Manager shall agree; provided, however, that no compensation payable to such successor Investment Manager from payments on the Collateral shall be greater than that paid to the Investment Manager under this Agreement without the prior written consent of a Majority of the Aggregate Outstanding Amount of the Notes voting separately. The Issuer, the Trustee and the successor Investment Manager shall take such action (or cause the outgoing Investment Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Investment Manager, as shall be necessary to effectuate any such succession. (a) Upon the expiration or earlier termination later of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition expiration of the Services applicable notice period with respect to any such new service provider(s) a termination specified in this Section 12 or to Client internallySection 13, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Informationthe acceptance, includingin writing, without limitationby a successor Investment Manager of such appointment, all authority and power of the books and records of Client. Any training and other services Investment Manager under this section Agreement and the Indenture, whether with respect to the Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be billed at an hourly rate of $250vested in the successor Investment Manager.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this a. This Supplemental Agreement (the “Term”) shall commence on as of the Effective Date date first shown above, and shall continue for an indefinite period until terminated in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termseffect. b. Any party may terminate this Supplemental Agreement without cause by (bi) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) giving 30 days’ prior ' written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return giving a copy of such notice thereof to Client SPP. Notices to SPP shall be addressed to SPP at: Service Payment Plan, Inc., Attn: Xx. Xxxxxx X. Hymen, 000 Xxxx Xxxxxx Xxxxx, Suite 230, Chicago, Illinois 60601. Notice may be mailed to the address designated in this Supplemental Agreement and shall be effective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplemental Agreement may, at the option of Administrator, terminate immediately and without notice for cause upon the occurrence of any Confidential Informationof the following events: (i) Dealer's assignment or attempted assignment of this Supplemental Agreement or any portion of any interest in or any payment due under the Extended Payment Term Contracts without the expressed prior written consent of SPP and Administrator; (ii) The filing by Dealer of a voluntary petition in bankruptcy or execution by Dealer of an assignment for the benefit of creditors; (iii) The filing of a petition to have Dealer declared bankrupt, includingwhich is not vacated within 30 days; (iv) The material breach of any provision contained within this Supplemental Agreement; and (v) Dealer's acts of fraud, without limitationdefalcation, dishonesty or intentional misrepresentation directed to Administrator, the books Insurance Company, or SPP, and records their respective agents or employees. d. Dealer hereby agrees to at all times indemnify and hold Administrator, the Insurance Company and SPP, and their respective employees, agents, successors and assigns, free and harmless against any and all losses, judgments, defense costs or other liabilities arising out of Client. Any training any and all claims, actions, or demands, whether well founded or not, that may be asserted against all or any of them by any Purchaser, or any third party, regarding the Extended Payment Terms Contracts and performance by Dealer thereunder, including but not limited to any and all losses, judgments, defense costs or other services under this section shall be billed at an hourly rate of $250liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the extent the same are also directed to Administrator, the Insurance Company, SPP, or their agents, employees, successors or assigns.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this This Agreement (the “Term”) shall commence on as of the Effective Date date first set forth above and shall continue in full force and effect for a period of twelve (12) months from until the commencement first of the Services, following occurs: (i) the final liquidation of the Assets and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice final distribution of non-renewal at least sixty (60) days prior the proceeds of such liquidation to the end Holders of the then-current Term. Not less than ninety (90) days prior to Notes and the expiration Holders of the then-current TermInterests, PINE will provide Client with written notice of any changes to (ii) the terms, fees and Services provided under this Agreement. If Client does not object payment in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end full of the then-current Term, Notes and the changes proposed by PINE shall be deemed to be accepted satisfaction and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day discharge of the applicable renewal Term. If Client timely objects Indenture in writing to such changes at least sixty accordance with its terms or (60iii) days prior to the end of the then-current Term, the Term early termination of this Agreement shall not be extended and will expire at with respect to the conclusion Collateral Manager in accordance with Section 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12(b) or in connection with the then-current Term unless the Parties agree in writing removal of such Collateral Manager pursuant to such renewal on mutually agreeable termsSection 14. (b) This Agreement Subject only to clause (c) below, the Collateral Manager may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty resign upon ninety (6090) days’ prior written notice to PINE. Should the Trust terminate Issuer (or such shorter notice as is acceptable to the Services of Issuer), the individual appointed by PINE to serve as CCO or PFO for any reason, PINE Holders and the Trustee; provided that the Collateral Manager shall have the right to designate another qualified employee resign immediately upon the effectiveness of PINE, subject to ratification any material change in applicable law or regulations which renders the performance by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any Collateral Manager of its duties hereunder or obligations under this Agreement (other than the Indenture to be a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice violation of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy law or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateregulation. (c) Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and shall have accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and shall have assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a Majority of the Interests and a Majority of the Controlling Class shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Note or any Holder of any Interest. (f) The successor Collateral Manager shall be entitled to the Collateral Management Fees set forth in Section 8(a) (except such portion of the Collateral Management Fees due and payable to the former Collateral Manager as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of 100% of the Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the Holders of the Interests. Upon a the later of the expiration of the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and the acceptance of its appointment hereunder by the successor Collateral Manager, all authority and power of the Collateral Manager hereunder, whether with respect to the Assets or otherwise, shall automatically and without action by any Person or entity pass to and be vested in the successor Collateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 10) days of the effective date of such termination. Upon the expiration or earlier , 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement, PXXX agrees to: (i) use reasonable efforts Agreement pursuant to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) this Section 12 or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250Section 14.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The term of this Agreement Lease (the “Term”) shall commence on the Effective Date date hereof (the “Commencement Date”) and shall continue expire on March 31, 2017 unless Tenant’s right to use and occupy the Premises is either earlier terminated or extended pursuant to and in full force and effect for a period accordance with the terms of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current TermLease, the changes proposed by PINE Master Agreement and the TSA (March 31, 2017, or such earlier or later date to which Tenant’s right to use and occupy the Premises shall be deemed to be accepted and adopted by Clienthave been accelerated or extended, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Termas applicable, the Term “Expiration Date”). Tenant shall have no right to extend the term of this Agreement shall not be extended and will expire at Lease beyond the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsExpiration Date. (b) This Agreement Lease may be terminated prior to March 31, 2017 (i) by mutual written consent of Landlord and Tenant or (ii) pursuant to the provisions of Section 2(c), 11, 12, 14 or 15(b) of this Lease. (c) Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to the last sentence of this Section 2(c)) in the event of a termination of the Master Agreement, the expiration or termination of the News Agreement (as such term is defined in the TSA) or the expiration or termination of the TSA, subject to the Transition Rights (as defined below), in each case, pursuant to the applicable termination provisions thereof, provided that, in the event that (x) such automatic termination is the result of the termination or expiration of the Term News Agreement, Tenant shall have a one (1)-year transition period from the date of such automatic termination to quit and surrender to Landlord the Premises, or (y) such automatic termination is the result of a termination by CBS Radio of the Master Agreement pursuant to Section 27(a)(ii) through (v) or Section 27(b) thereof, Tenant shall have a six (6)-month transition period from the date of such automatic termination to quit and surrender to Landlord the Premises; and (ii) this Lease may be terminated by Landlord if any person or entity engaged in the following circumstances: i. By mutual written radio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an agreement to acquire more than fifty percent (50%) of the Parties at any time. ii. With respect to the Services provided by the CCO equity or PFOvoting interests of Tenant, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services all or substantially all of the individual appointed by PINE assets of Tenant or all or substantially all of the assets comprising any significant business unit or division of Tenant, in each case, in a single transaction or series of related transactions, provided that in such case Tenant shall have a one (1)-year transition period from the date of such termination to serve quit and surrender to Landlord the Premises. Notwithstanding the foregoing, if the TSA is terminated, this Lease shall terminate at the end of the transition periods that are the subject of the Monetary Breach Transition Right, Breach Transition Right, Natural Expiration Transition Right or Short Term Transition Right, as CCO or PFO for applicable (each as set forth in Section 5 of the TSA and, collectively, the “Transition Rights”). Landlord and Tenant agree that, during any reasonof the transition periods herein provided, PINE Tenant shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees continue its use of the Board, to serve as temporary CCO or PFO at Leased Equipment and Rooftop Equipment in accordance with the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination provisions of this Agreement, PXXX agrees to: Lease (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, all obligations of Tenant hereunder, which obligations shall continue to apply to Tenant until the books and records expiration of Client. Any training and other services under this section shall be billed at an hourly rate of $250such applicable transition period).

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFOPFAO, and without penalty to either partyParty, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO PFAO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO PFAO at the compensation contemplated in Appendix B until a successor CCO or PFO PFAO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any undisputed amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXXXXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX XXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the remaining provisions date that is one (1) years after the date hereof, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this SectionAgreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the original term or any such one-year extension term as set forth above, the term Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not not less than ninety (90) 60 days prior to the expiration of the then-current Termthen existing term. If the Company so elects not to renew this Agreement, PINE will the Company shall designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide Client services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with written notice of any changes a determination that the compensation payable to the termsManager is unfair, fees and Services provided under this Agreement. If Client does not object in writing the Manager shall have the right to such changes or provide PINE with a written notice of nonrenegotiate the Management Fee by delivering to the Company, no fewer than forty-renewal at least sixty five (6045) days prior to the end prospective Effective Termination Date, written notice (any such notice, a "Notice of the then-current TermProposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the changes proposed by PINE Company and the Manager shall be deemed endeavor to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement negotiate in good faith the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior revised compensation payable to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations Manager under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.this

Term Termination. This Agreement shall be effective immediately and (a) Unless sooner terminated If Distributor is at any time in accordance with breach of any of the remaining provisions terms and conditions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the ServicesAgreement, and thereafter shall be automatically extended for successive twelve Distributor fails to cure such breach within thirty (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (6030) days prior to the end after receipt by Distributor of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to from Publisher specifying the terms, fees breach and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall requiring that it be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termscured. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO If Distributor is declared bankrupt or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement goes into liquidation (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice solvent voluntary liquidation for the purpose of such default; (B) the other Party becomes insolventreconstruction only), dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver or administrator or administrative receiver is appointed over any to the whole or substantially the whole of such Party’s assets; Distributor's business, or (C) if Distributor shall make an assignment for the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation benefit of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to creditors, then Publisher may terminate this Agreement and if Distributor fails to cure such default breach within five thirty (530) days after being given written notice receipt by Distributor of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying Publisher specifying the critical nature of the advice, PINE’s recommended course of action, breach and PXXX’s basis for concluding requiring that implementing such course of action is necessary or appropriateit be cured. (c) Upon If Distributor ceases to trade as a termination pursuant distributor or is for any reason unable to perform and comply with the terms and conditions of this Section 12, Client will compensate PINE for Services actually provided through Agreement. (d) If Distributor allows any Book to go out of stock (to the effective date of any such termination within ten (10) days of the effective date extent that Distributor has less than 50 copies of such terminationBook in stock), and to remain out of stock for 6 months, then Publisher may terminate this Agreement with respect to such Book only. (e) If Distributor shall dispose of all remaining stock of a Book by remaindering or destruction, then Publisher may terminate this Agreement with respect to such Book only. Upon Notwithstanding the expiration foregoing, or earlier termination any other provision of this Agreement, PXXX agrees to: (i) Distributor shall be entitled to use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, the Imprint in connection with sales of Books purchased from Publisher until such time as Distributor shall have exhausted Distributor's stock of said Books, including Books received by Distributor after a termination of this Agreement from orders placed by Distributor prior to said termination. Except as so provided, upon termination of this Agreement Distributor shall immediately cease using the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of ClientImprint. Any training and other services termination of this Agreement by either party shall not affect the obligations of either party under this section Agreement to pay the other party amounts owing in connection with performance under this Agreement prior to the termination. The termination of this Agreement by either party shall be billed at an hourly rate of $250not prejudice any claim which either party has against the other.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until the third anniversary of completion of the Listing (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of at least two-thirds of the outstanding shares of Common Stock (other than those shares held by certain parties related to the Company, including the Company’s members, principals, employees and affiliates) agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation (other than the Loan Sourcing Fee) payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation (other than the Loan Sourcing Fee) payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation (other than the Loan Sourcing Fee) payable to the Advisor under this Agreement, provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve on the terms stated in this Agreement, except that the compensation (12other than the Loan Sourcing Fee) months from payable to the commencement Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to the terms of the Servicesrevised compensation (other than the Loan Sourcing Fee) to be payable to the Advisor during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Advisor to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Advisor, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be automatically extended for successive twelve pay to the Advisor, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to three times the average annual Base Advisory Fee earned by the Advisor during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice date of non-renewal at least sixty such termination, calculated as of the end of the most recently completed fiscal year prior to the date of termination. (60c) No later than 180 days prior to the end anniversary date of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice this Agreement of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with year during a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Advisor may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Advisor’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing delivery of such notice. The Company is not required to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior pay to the expiration of Advisor the Term in Termination Fee if the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under Advisor terminates this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 1213(c). (d) If this Agreement is terminated pursuant to Section 13, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10) days , 13(b), 15(b), and 16 of the effective date this Agreement. In addition, Sections 11 and 20 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the This Participation Agreement shall have a term of this Agreement (the “Term”) shall commence ending on the Effective Additional Credit Line Termination Date (as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue in full force and effect for a period of twelve (12) months from to govern the commencement rights of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party parties hereto with a notice respect to all amounts advanced hereunder as of non-renewal at least sixty (60) days prior to the end such Additional Credit Line Termination Date. As of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner effective date set forth in PINE’s written such notice, Participant shall cease to be obligated to make and North Mill shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing cease to such changes at least sixty (60) days prior be obligated to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsaccept additional contributions hereunder. (b) This Notwithstanding the foregoing; this Participation Agreement may shall be terminated applicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The relative rights, as provided for in this Participation Agreement, of North Mill and Participant to payment of the Advances and in or to any distributions from or in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis as prior to the expiration date of the Term commencement of any such Bankruptcy Case, as provided in this Agreement, subject to any court order approving the financing of Borrower on the same terms and conditions presently set forth in the following circumstances: i. By mutual written agreement Agreements or use of cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the Parties at any time. ii. With Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue with respect to the Services provided by the CCO or PFO, DIP Financing and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services Participant shall have all of the individual appointed by PINE rights and obligations with respect to serve the DIP Financing as CCO or PFO for any reason, PINE are set forth in this Agreement. 6.2 North Mill shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve option as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such terminationnotice described in Section 6.1(a) to repay to Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. Upon The parties shall thereupon be relieved of any further liability to the expiration or earlier other in connection herewith, except that the provisions of Section 3.9 shall subsist after termination hereof. North Mill may enter into additional Transactions with Borrower after the effective date of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Clientsuch notice and such additional Transactions shall be for North Mill’s own account, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) Participant shall have no rights or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (interest therein or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250liability therefor.

Term Termination. (a) A. Unless sooner terminated in accordance with the remaining provisions of this Sectionas hereinafter provided, the initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve be Three (123) months from the commencement of the Services, and thereafter years. This Agreement shall be automatically extended renewed as of the day following the end of such Initial Term and at each subsequent anniversary thereof for successive twelve renewal terms of one (121) month terms unless a Party provides year each. Either party shall have the other Party with a notice right however, to terminate this Agreement without cause effective as of non-renewal the last day of the Initial Term or any subsequent anniversary thereof by giving at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes termination to the termsother party. Xxxxxxxx agrees that, fees and Services provided under in order for Merchant to terminate this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days Agreement prior to the end of the then-current TermInitial Term or any subsequent renewal term, Merchant must pay any Early Termination Fee applicable pursuant to the changes proposed by PINE Fee Schedule. B. This Agreement shall be deemed terminated automatically (i) in the event of the insolvency, ISO/Bankruptcy, or appointment of a receiver for the other party to be accepted and adopted by Clientthis agreement, (ii) if a Network prohibits Merchant from presenting Card Items to ISO/Bank, in accordance with its respective Operating Regulations, (iii) if at any time ISO/Bank reasonably determines, in its absolute discretion, that there is an unacceptable level of risk from the processing of Merchant’s Card transactions, or (iv) upon the termination of ISO/Bank’s membership in a Card Association (provided that termination of ISO/Bank’s membership with a particular Card Association shall be deemed for all purposes to amend terminate this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing only with respect to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of services and this Agreement shall not be extended and will expire at the conclusion of the thenremain in effect with respect to all non-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsterminated Card Associations). (b) This Agreement may be terminated prior to C. Notwithstanding the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFOforegoing, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE ISO/Bank shall have the right to designate another qualified employee terminate this Agreement at any time effective immediately by giving notice of PINE, subject such termination to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated Merchant if (i) Merchant shall be in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance default of any of its duties or obligations under hereunder (including, but not limited to, its obligation to comply with applicable provisions of the Operating Regulations), (ii) ISO/Bank shall reasonably deem itself insecure in the prospect of payment by Merchant of amounts due ISO/Bank hereunder, or (iii) Merchant shall default in the prompt payment or performance of any other liabilities or obligations from time to time owed to ISO/Bank. D. Any liability of a party arising prior to termination of this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier shall survive termination of this Agreement, PXXX agrees toincluding, without limitation: (i) use reasonable efforts Merchant’s obligations to assist Client, and any successor service provider(s) appointed by Client, in connection with pay chargeback liabilities for all transactions that occurred prior to the related transition termination of the Services to any such new service provider(s) Agreement, even if the chargeback is processed or to Client internally, as applicable, which includes without limitation providing 15 hours presented after the date of training services (or such amount of training as is deemed reasonably necessary and appropriate)termination; and (ii) promptly return all of Merchant’s existing obligations, warranties, and agreements with respect to Client any Confidential InformationCard Items delivered before such termination, includingcredit vouchers executed in connection therewith, without limitationand continuing obligations imposed by governmental regulations or Operating Regulations. Notwithstanding anything in this Agreement to the contrary, ISO/Bank’s security interest in the books Account granted by Merchant in Section 4 of this Agreement, ISO/Bank’s right to debit the Account as set forth in Section 4 of this Agreement, ISO/Bank’s general right of setoff, and records Xxxxxxxx’s indemnification obligations set forth in Section 9 of Clientthis Agreement shall survive the termination of this Agreement. Any training The right of Merchant to generate and other services submit Card Items under this section Agreement representing debits, and to use equipment, advertising, and forms provided under this Agreement, other than in fulfilling Merchant’s continuing obligations as hereinabove specified, will cease immediately upon termination of this Agreement. Within thirty (30) days after termination of this Agreement Merchant shall be billed at an hourly rate of $250return all promotional materials, forms, Software and Equipment acquired from ISO/Bank (other than forms, Software and Equipment purchased from ISO/Bank) and all related materials provided under this Agreement to the address specified in this Agreement for notices to ISO/Bank.

Term Termination. 7.1. This Agreement shall be valid and in force until the later of the Total Purchase Price is paid in full pursuant to the terms of Section 3 hereof and the Relocation Date. 7.2. The occurrence of any of the following events shall constitute an “Event of Default”: (a) Unless sooner terminated in accordance with the remaining provisions of this Sectiona payment default by BUYER, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does which has not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination been cured within ten (10) days of the effective date due date; (b) the non-delivery of the Purchased Assets (which, for the avoidance of doubt, includes the hash rate represented by the Virtual Miners) by SELLER, which has not been cured within ten (10) days of the delivery date; (c) without notice to the other Party, (i) upon the institution by or against any Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such terminationParty’s debts, (ii) upon such Party becoming insolvent, (iii) upon such Party making an assignment for the benefit of creditors, or (iv) upon such Party’s dissolution or ceasing to do business. 7.3. Upon the expiration or earlier termination occurrence of an Event of Default by BUYER, SELLER shall have the right to (a) cancel this AgreementAgreement by notice to BUYER and (b) only with respect to the occurrence of an Event of Default pursuant to Section 7.2(a) for failure to pay the Total Purchase Price as determined pursuant to Section 3, PXXX agrees to: take possession of the Purchased Assets. Buyer shall be liable for all costs and expenses (iincluding reasonable attorney’s fees) use reasonable efforts incurred by SELLER in exercising its right to assist Clienttake possession of the Purchased Assets pursuant to clause (b) of the preceding sentence. Upon the occurrence of an Event of Default by SELLER, BUYER shall have the right to cancel this Agreement by notice to SELLER. 7.4. The Parties acknowledge and agree that the rights of each Party described in preceding Section 7.3 are in addition to any successor service provider(s) appointed by Clientrights and remedies available to such Party, whether at law, in connection with the related transition of the Services to any such new service provider(s) equity or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250in contract.

Term Termination. (a) Unless sooner terminated in accordance with This Lease and the remaining provisions parties' respective rights, obligations and liabilities hereunder shall be effective from "the commencement date". The Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the date of execution of this Sectionlease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the South and Central Wing of the building premises comprising of the Fourth Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the term of this Agreement (Lessor is unable to provide the “Term”) Occupancy Certificate on or before 15th January 2004, the Lessee shall commence on have the Effective Date and shall continue in full force and effect for a period of twelve (12) months from right to suspend the commencement payment of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides Rent until the other Party with a notice of non-renewal at least sixty (60) days prior to the end production of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsProvisional Occupancy Certificate. (b) This Agreement may The term of this Lease shall be terminated prior initially for a period of 14 1/2 (fourteen and a half) months commencing from the Commencement Date and ending at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall mutually agree to renew the expiration of lease for further period (s) on the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, same terms and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve conditions as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, mentioned herein subject to ratification by the Board and the independent trustees of the Board, to serve an increase in lease rent as temporary CCO or PFO at the compensation contemplated mentioned in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateSection 4 below. (c) Upon In case, the Lessee intends to renew the lease for further period/s after the Expiration Date of this Lease, it shall do so by issuing a termination pursuant written notice of such intention to the Lessor at least 3 (three) months prior to the expiry of this Section 12, Client will compensate PINE for Services actually provided through Lease. (d) In the effective date event the parties are not desirous of any such termination within ten (10) days seeking extension of the effective date Lease beyond the initial lease term then the Lessee shall hand over the possession of the Demised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the term of this Lease, to the Lessee. (e) Notwithstanding anything contained herein, in the event, either party commits any breach or fails to observe or perform any of the covenants, terms and conditions under this Deed or any exhibits forming part of this Deed, the aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the other /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx d legal rights of the aggrieved party in respect of such termination. Upon breach by the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any party committing such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250breach.

Term Termination. (a) Unless sooner The term of this Agreement shall be from the Effective Date through September 30, 2023, unless earlier terminated in accordance with the remaining provisions of this Section, the term of this Agreement or extended by mutual written agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term). Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the its expiration of the Term in the following circumstances: i. By manner: (i) by Voyager at any time immediately upon written notice to Consultant if Consultant has materially breached this Agreement, the Transition, Separation and Release of Claims Agreement between Consultant and Voyager to which this Consulting Agreement is attached as Exhibit C (the “Separation Agreement”), or the Restrictive Covenants Agreement referenced in the Separation Agreement; (ii) by Consultant at any time immediately upon written notice if Voyager has materially breached this Agreement or the Separation Agreement; (iii) at any time upon the mutual written agreement consent of the Parties both parties; (iv) by Voyager at any time. ii. With respect to the Services provided by the CCO or PFO, and time without penalty to either party, by the Trust’s Board on sixty cause upon not less than thirty (6030) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed Consultant, or by PINE to serve as CCO or PFO for Consultant at any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for time without cause if: upon not less than thirty (A30) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given days’ prior written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assetsto Voyager; or (Cv) automatically upon (x) Consultant’s failure to timely sign the Additional Release (as defined in the Separation Agreement), (y) Consultant’s revocation of the Additional Release, or (z) the other Party engages death, physical incapacitation or is alleged to have engaged in any activity mental incompetence of Consultant. Any expiration or conduct that the terminating Party reasonably believes is a material violation termination of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails shall be without prejudice to cure such default within five (5) days after being given written notice any obligation of such payment default; (B) Client on three (3) or more occasions fails either party that has accrued prior to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such expiration or termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: neither Consultant nor Voyager will have any further obligations under this Agreement, except that (ia) use reasonable efforts Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to assist Clientby Voyager, unless Voyager specifies in the notice of termination that Services in progress should be completed; (b) Consultant will deliver to Voyager all Work Product (defined below) made through expiration or termination; (c) Voyager will pay Consultant any monies due and any successor service provider(sowing Consultant, up to the time of termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) appointed by Client, in connection with the related transition of the Services Consultant will immediately return to any such new service provider(sVoyager all Voyager Property (defined below) or and other Confidential Information (defined below) and copies thereof provided to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate)Consultant under this Agreement; and (iie) promptly return to Client any Confidential Informationthe terms, including, without limitation, the books conditions and records obligations under Sections 2 and 4 through 14 will survive expiration or termination of Client. Any training and other services under this section shall be billed at an hourly rate of $250Agreement.

Term Termination. (a) Unless sooner terminated in accordance Employee's employment with the remaining provisions of this SectionEmployer will commence on May 8th, the term of this Agreement 2000 (the “Term”"Effective Date") shall commence on the Effective Date and shall continue in full force and effect for a period of twelve two (122) months from years. Notwithstanding the commencement foregoing, this Employment Agreement shall terminate upon the earliest to occur of the Servicesfollowing: (a) Employer terminates this Employment Agreement for Cause, and thereafter shall be automatically extended for successive twelve upon thirty (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (6030) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINEEmployee. Should For purposes of this Employment Agreement, "Cause" shall be defined as (i) commission by Employee of any felony criminal act, a crime involving moral turpitude, or a crime of fraud or dishonesty; (ii) acts by Employee constituting gross negligence or willful misconduct to the Trust terminate the Services detriment of the individual appointed by PINE Employer; (iii) conduct which is detrimental to serve as CCO the reputation, goodwill or PFO for any reasonbusiness operation of Employer; (iv) Employee's misfeasance, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO nonfeasance or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults malfeasance in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such defaulthis duties; (Bv) Employee's failure or refusal to comply with the other Party becomes insolventlawful directions of Employer's Board of Directors or with the policies, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any standards and regulations of such Party’s assetsthe Employer; or (Cvi) Employee's breach of Sections 4, 5, 6, 7, and 9 of this Employment Agreement. In the event that Employee's employment is terminated for Cause, Employer's obligation to pay Employee's salary, fringe benefits or any other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation element of Applicable Law or would materially prejudice the business reputation compensation will immediately cease as of the terminating Party. iv. By PINE for cause if: (A) Client defaults date of termination of employment, including but not limited to, all payments and benefits listed in the payment when due of Schedule A hereto or any amount due to PINE pursuant amendment to this Agreement and fails Employment Agreement. Employer will have no further obligation to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateEmployee other than as set forth in this subparagraph. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner The term of this Agreement shall commence on the Closing Date and this Agreement shall continue in force until the third anniversary of the Closing Date (such three-year period, the "Initial Term"). Thereafter, until this Agreement is terminated in accordance with its terms, this Agreement shall be deemed renewed automatically each year for an additional one-year period unless a majority of the remaining provisions Independent Directors (as such term is defined in the Charter of the REIT) or a majority of the holders of outstanding shares of Common Stock, agree that either (i) there has been unsatisfactory performance that is materially detrimental to the Company or (ii) the Management Fee payable to the Manager is unfair, provided that the Company shall not have the right to terminate this SectionAgreement under clause (ii) above if the Manager agrees to continue to provide the services hereunder at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any extended term as set forth above, the term REIT shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this clause (a) not less than 60 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Term”"Effective Termination Date"), not less than 60 nor more than 180 days from the date of the notice, on which the Manager shall cease to provide services hereunder and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice of its intention to renegotiate its compensation hereunder. Thereupon, the Company and the Manager shall commence on enter into good faith negotiation of the Effective Date compensation payable to the Manager hereunder. Provided that the Manager and the Company agree to a revised Management Fee (or other compensation structure) within 30 days following the commencement of such negotiation, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for on the terms stated herein, except that the Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties hereto. The REIT and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) hereof, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the "Termination Fee") equal to the amount of the Management Fee earned by the Manager during the period consisting of twelve (12) full calendar months from the commencement immediately preceding such termination. The obligation of the Services, and thereafter Company to pay the Termination Fee shall be automatically extended for successive twelve (12) month terms unless a Party provides survive the other Party with a notice termination of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination No later than 60 days prior to the third or any subsequent anniversary of the Closing Date, the Manager may deliver written notice to the REIT informing it of the Manager's intention not to renew the Term, whereupon the Term hereof shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) days of the effective date of such termination. Upon the expiration or earlier termination and Section 16 of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with This Lease and all of the remaining provisions of this Sectionparties’ respective rights, obligations and liabilities hereunder shall commence on 1st June 2007 (the “Lease Commencement Date”). b) The term of this Agreement Lease shall be for a period of 9 (Nine) Years (the “Term”) shall commence commencing from the Lease Commencement Date. The Lease may be renewed for a further period on the Effective Date Lessee’s sole option and subject to mutually agreed terms and conditions their upon by Lessor and Lessee. Lessee shall continue inform the Lessor in full force and effect for a period writing of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal its intent to renew at least sixty (60) days 6 months prior to the end expiry of the then-current Term. Not less than ninety Lease term. c) The Lock in period shall be for three (903) days prior years from the Lease Commencement Date and the Lessee shall not terminate the Lease during the Lock in period, subject to the expiration force majeure and breach of any of the then-current Termterms by the Lessor and subject to section 4(f), PINE will provide Client with written demised premises described in exhibit ‘D’. d) After the Lock in Period, either party may terminate the Lease anytime by giving a six (6) months notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsother party. (be) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE The Lessor shall have the right to designate another qualified employee terminate this Lease in case of PINE, subject to ratification default by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults Lessee in the performance and observance of the covenants and conditions as contained in GTC 30 on its Part to be observed and performed in accordance with the procedure specified in GTC 30 f) The Lessee or Lessor shall be entitled to terminate the Lease in the event of any breach or default by the either of its duties the parties in performance or obligations under observance of any or all of the covenants and conditions as specified in this Agreement Lease deed and in the GTC. In the event of such breach or default by the Lessor or Lessee, (other than a), Lessee or Lessor shall give a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advicedefault or breach; (b) Upon receipt of the notice of default, PINE’s recommended course Lessor or Lessee shall be entitled to remedy the default within a period of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. 30 days; (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days expiry of the effective date of such termination. Upon the expiration cure period, Lessee or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section Lessor shall be billed at an hourly rate of $250entitled to terminate the Lease forthwith without any recourse.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The term of this Employment Agreement (the “Term”) shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date Date") and shall continue in full force and effect thereafter for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails years, subject to timely provide complete the terms and accurate instructionsconditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least fourteen (14) days' prior written notice. If Employee voluntarily terminates this Agreement, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines Company shall have no further financial liability to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of Employee beyond the effective date of such termination. (b) If during the term of this Agreement Employee is prevented for a continuous period of ninety (90) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to the Employee, may terminate this Agreement. Upon In the expiration event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or earlier termination his spouse or estate, except for the obligation of the Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, PXXX agrees to: the Company shall have "Cause" to terminate the Employee's employment upon (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition gross negligence of the Services to Employee in performing his duties hereunder (other than any such new service provider(s) failure resulting from the Employee's incapacity due to physical or to Client internallymental illness), as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return the willful engaging by the Employee in conduct amounting to Client fraud or embezzlement or any Confidential Informationother act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, including(iii) breach of fiduciary duty as an officer and/or director of the Company, without limitation(iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the provisions of Sections 5, 6, 7, 8 or 10 hereof. Except for voluntary termination by the employee, the books company agrees that termination for any other reason from those defined above, the employee will be provided a severance package consisting of a minimum payout of the remainder of the contracted salary and records bonus amount or (2) years salary, whichever is greater at the time of Clienttermination. Any training and other services under this section shall be billed at an hourly rate This will also include (18) months of $250paid medical/dental insurance by the company.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The original term of this Agreement shall commence with (PBW)'s acceptance hereof (as evidenced by an authorized signature hereon), and it shall continue for a period of three (3) years after the “Term”date on which Merchant's first Sales Data is presented to (PBW). Such term shall automatically renew for successive three-year periods at the end of the original and each renewal term, until terminated by either party by giving written notice of non-renewal to the other party at least sixty (60) days and no more than ninety (90) days before the expiration of the then current term. In the event Merchant submits Sales Data to (PBW) after the date of termination for which Merchant has given notice, at the discretion of (PBW) this Agreement will remain effective for the renewal term. Upon any lawful termination of the EDS Agreement, Merchant may terminate this Agreement prior to the expiration of the term hereof upon at least 60 days prior written notice and payment to (PBW) of an amount equal to $40,000. In addition to its other rights hereunder, (PBW) may terminate this Agreement at any time upon notice to Merchant as a result of any of the following events: (i) any noncompliance by Merchant with this Agreement, the Rules or the Operating Procedures which, provided there is no fraud involved, is not cured within thirty (30) days, (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving Merchant, its parent or an affiliated entity, (iii) (PBW) deems Merchant to be financially insecure, or (iv) Merchant or any person owning or controlling Merchant's business is or becomes listed in the Combined Terminated Merchant File maintained by VISA and MasterCard. Upon any termination of this Agreement, the obligations, warranties, and liabilities of Merchant pertaining to Sales Data or credit memoranda presented (including without limitation Merchant's obligations as to subsequent chargebacks of such Sales Data, whether or not the amount of such subsequent chargebacks is liquidated as of the date of termination) shall commence on the Effective Date survive such termination and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Termas if such termination had not occurred. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written Upon notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (iPBW) use reasonable efforts shall notify merchant of the estimated aggregate dollar amount of Merchant's chargebacks and other obligations and liabilities that (PBW) reasonably anticipates subsequent to assist Clienttermination, and any successor service provider(s) appointed by Client, in connection Merchant shall immediately deposit such amount with the related transition or provide a letter of the Services credit to any such new service provider(s(PBW) or (PBW) may withhold such amounts from credits to Client internally, as applicable, which includes without limitation providing 15 hours Merchant. (PBW) is authorized to hold such funds for a reasonable period not to exceed ten months after termination of training services (or this Agreement. Merchant shall have no rights to such amount funds until all of training as is deemed reasonably necessary and appropriate); its obligations under this Agreement are satisfied and (iiPBW) promptly return may receive out of such funds those amounts which are or become due to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under (PBW) pursuant to this section shall be billed at an hourly rate of $250Agreement.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until the third anniversary of completion of the Listing (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of at least two-thirds of the outstanding shares of Common Stock (other than those shares held by certain parties related to the Company, including the Company’s members, principals, employees and affiliates) agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement, provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Advisor within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Advisor are unable to agree to the terms of the Servicesrevised compensation to be payable to the Advisor during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Advisor to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Advisor, in the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be automatically extended for successive twelve pay to the Advisor, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to three times the average annual Base Advisory Fee earned by the Advisor during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice date of non-renewal at least sixty such termination, calculated as of the end of the most recently completed fiscal year prior to the date of termination. (60c) No later than 180 days prior to the end anniversary date of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice this Agreement of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with year during a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Advisor may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Advisor’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing delivery of such notice. The Company is not required to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior pay to the expiration of Advisor the Term in Termination Fee if the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under Advisor terminates this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 1213(c). (d) If this Agreement is terminated pursuant to Section 13, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10) days , 13(b), 15(b), and 16 of the effective date this Agreement. In addition, Sections 11 and 20 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until December 31, 2012 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the determination that the compensation payable to the Manager under this Agreement is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 14(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company, the TRS and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company, the TRS and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 14(a) or Section 16(b) of this Agreement, the Company shall be automatically extended for successive twelve pay, or cause the TRS to pay, to the Manager, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to three times the average annual Base Management Fee paid to the Manager during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice date of non-renewal at least sixty (60) days prior to such termination, calculated as of the end of the then-current Termmost recently completed calendar quarter prior to the date of termination. Not less The obligation of the Company to pay, or cause the TRS to pay, the Termination Fee shall survive the termination of this Agreement. (c) No later than ninety (90) 180 days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes Initial Term or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless delivery of such notice. The Company is not required to pay, or cause the Parties agree in writing TRS to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior pay, to the expiration of Manager the Term in Termination Fee if the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under Manager terminates this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 1214(c). (d) If this Agreement is terminated pursuant to Section 14, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 10) days , 11, 14(b), 16(b), and 17 of the effective date this Agreement. In addition, Sections 12 and 24 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in . In connection with any Termination, the related Manager shall cooperate with the Company and the Subsidiaries with respect to the orderly transition of the Services duties hereunder to any such a new service provider(s) manager or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250internal management team.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until December 31, 2008 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding Common Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, however, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to four times the sum of (i) the average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of such termination and (ii) the average annual Incentive Compensation earned (notwithstanding that the payment of any such Incentive Compensation may have been waived in accordance with Section 8(d) above) by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination; provided, however, that pursuant to Section 13(d) below, no Termination Fee shall be automatically extended for successive twelve due or payable if this Agreement is terminated in connection with or pursuant to the consummation of an Internalization Event. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (12c) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) No later than 180 days prior to the end anniversary date of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice this Agreement of any changes to year during the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice Initial Term of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing to delivery of such renewal on mutually agreeable termsnotice. (bd) This Agreement may be terminated prior The Company and the Manager shall terminate this Agreement, without payment of any Termination Fee, in connection with or pursuant to the expiration consummation of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateInternalization Event. (ce) Upon a termination If this Agreement is terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) days and 16 of the effective date this Agreement. In addition, Section 8(f) and 11 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The term of this Employment Agreement (the “Term”) shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date Date") and shall continue in full force and effect thereafter for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails years, subject to timely provide complete the terms and accurate instructions, explanations, information, and documentation conditions herein stated; provided that is reasonably requested Employee may terminate this Agreement at any time hereafter by PINE within fifteen giving the Company at least fourteen (1514) days of receiving days' prior written request therefore; or notice. If Employee voluntarily terminates this Agreement: (Ci) Client declines Company shall have no further financial liability to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of Employee beyond the effective date of such termination, and (ii) Employee's equity interest, if any, in the entity described in Paragraph 3(c) shall be conveyed, transferred and assigned, without reservation, to the Company. (b) If during the term of this Agreement Employee is prevented for a continuous period of thirty (30) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to the Employee, may terminate this Agreement. Upon In the expiration event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, (ii) Employee shall be entitled to retain, if then previously issued, the equity interest described in Paragraph 3(c) hereof, and (iii) to the extent provided in the Plan, to exercise the Options described in Paragraph 3(b) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or earlier termination his spouse or estate, except for the obligation of the Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, PXXX agrees to: the Company shall have "Cause" to terminate the Employee's employment upon (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition gross negligence of the Services to Employee in performing his duties hereunder (other than any such new service provider(s) failure resulting from the Employee's incapacity due to physical or to Client internallymental illness), as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return the willful engaging by the Employee in conduct amounting to Client fraud or embezzlement or any Confidential Informationother act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, including(iii) breach of fiduciary duty as an officer and/or director of the Company, without limitation(iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the books provisions of Sections 5, 6, 7, 8 or 10 hereof; or (v) after 30 days notice from the Company after June 30, 1996 if the breast cancer detection license company described in Paragraph 3(c) fails to be formed (or a substitute business venture commenced) and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250the China Project has not commenced.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE XXXX is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINEXXXX’s recommended course of action, and PXXXPINE’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX XXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. This Agreement will be for an initial term from the date hereof and extending to two (2) years and shall thereafter be automatically renewed for successive periods of one year each; provided however, this Agreement shall remain in effect until Services under all Task Orders which were executed during the effective period of this Agreement are complete. WSP may, upon written notice to Consultant, terminate all or any part of the Services or this Agreement, for convenience; provided however, that Services under any existing Task Order will not terminate except to the extent set out in the termination notice, and completed Services under all terminated Task Orders will be promptly and separately invoiced. In the event of termination as described above, WSP shall pay Consultant for all Services satisfactorily completed as of the date of termination upon corresponding payment from Client. Consultant shall not be entitled to receive any greater amount than WSP may, on behalf of the Consultant, recover from the Client for such termination. WSP, upon written notice to Consultant, may at any time terminate all or any part of the Services if Consultant fails to perform in accordance with any of the terms of this Agreement. In such event, Consultant shall not be entitled to receive any further payment under this Agreement until the Services are wholly completed, and in addition to any other rights or remedies WSP may have: (i) WSP will be entitled to complete the Services by any methods that WSP deems expedient; (ii) WSP shall take an assignment of all or any of the rights of Consultant under any contracts related to the Services and Consultant is hereby deemed to irrevocably consent to such assignment; and, (iii) Consultant will be liable for any additional costs incurred by WSP to complete the Services. Without limiting the generality of the foregoing, Consultant will be considered in default of this Agreement if it: (a) Unless sooner terminated in accordance refuses or fails to comply with the remaining provisions or perform any provision of this SectionAgreement; (b) fails to perform the work in a diligent and timely manner; (c) makes any false representation or statement; (d)becomes either insolvent or the subject of a petition in bankruptcy, whether voluntary or involuntary; or, (e) becomes subject to any other proceeding under any bankruptcy, insolvency, or receivership law, or makes an assignment for the term benefit of this Agreement creditors (Consultant will immediately notify WSP in writing of any such event). Upon receipt of any notice of termination, Consultant will Immediately stop performance of the “Term”) shall commence on work to the Effective Date extent specified in such notice and shall continue promptly deliver to WSP all data, drawings, specifications, reports, summaries, and other information and materials prepared by Consultant or received from WSP in full force and effect for a period of twelve (12) months from the commencement performance of the Services, and thereafter shall whether completed or in progress. In no event will Consultant be automatically extended entitled to compensation for successive twelve (12) month terms unless loss of revenue or anticipated profit as a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice result of any changes to the termstermination, fees whether for cause or convenience. The rights and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed obligations created by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in will survive the manner set forth in PINE’s written noticecompletion, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO termination or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination cancellation of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner This Agreement may be terminated by the Issuer by an instrument in accordance with writing delivered or mailed, postage prepaid, to the remaining provisions Custodian and the Indenture Trustee, such termination to take effect on the date of this Sectionsuch delivery or receipt by the Custodian; provided, however, that until a successor custodian shall have been appointed by the term of Issuer, and the Custodian shall have transferred the Financial Assets and other Property as provided below, this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termseffect. (b) This Agreement may be terminated prior by the Custodian by an instrument in writing delivered or mailed, postage prepaid, to the expiration of Issuer and the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect Indenture Trustee (with a copy to the Services provided by Rating Agencies), such termination to take effect not sooner than (i) thirty (30) days after the CCO date of such delivery or PFOmailing if Wilmington Trust Company is being replaced as Indenture Trustee under the Indenture, and without penalty to either partyor (ii) ninety (90) days after the date of such delivery or mailing; provided, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reasonhowever, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B that until a successor CCO or PFO custodian shall have been appointed and the Custodian shall have transferred the Property as provided below to such successor custodian, this Agreement shall continue in full force and effect. If such successor custodian is selected and approved not appointed by the Board. iii. By a Party for cause if: Issuer within ninety (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (1090) days of the effective date delivery by the Custodian of such termination. Upon the expiration or earlier its notice of termination of this Agreement, PXXX agrees to: the Indenture Trustee acting alone shall designate such successor custodian, in writing delivered to the Issuer and the Custodian, selected from among the ten largest commercial banks (iin terms of deposit) use reasonable efforts in New York City or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. If a successor custodian shall be appointed as herein provided upon termination of this Agreement, the Custodian shall transfer all Property to assist Clientthe designated account of the successor custodian physically or in the appropriate book-entry system, if feasible, and any successor service provider(s) appointed by Client, in connection with thereupon the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section Custodian shall be billed at an hourly rate of $250discharged from any and all further responsibility hereunder.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The term of this Agreement Lease (the “Term”) shall commence on the Effective Date date hereof (the “Commencement Date”) and shall continue expire on March 31, 2017 unless Tenant’s right to use and occupy the Premises is either earlier terminated or extended pursuant to and in full force accordance with the terms of this Lease, the Master Agreement and effect for a period the TSA (March 31, 2017, or such earlier or later date to which Tenant’s right to use and occupy the Premises shall have been accelerated or extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the term of twelve this Lease beyond the Expiration Date. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease at any time during the Term upon providing Landlord with no less than one hundred eighty (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60180) days prior written notice, in which case Tenant’s obligation to the end of the then-current Term. Not less than ninety (90) days prior continue to pay Rent hereunder shall continue until the expiration of such one hundred eighty (180)-day period. In the then-current Termevent of such termination by Tenant, PINE will provide Client with written notice of any changes Tenant shall quit and surrender to Landlord the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty Premises within one hundred eighty (60180) days prior to of delivery of such termination notice in accordance with the end provisions of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsSection 18. (b) This Agreement Lease may be terminated prior to March 31, 2017 (i) by mutual written consent of Landlord and Tenant or (ii) pursuant to the provisions of Section 2(c), 11, 12, 14 or 15(b) of this Lease. (c) Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to the last sentence of this Section 2(c)) in the event of a termination of the Master Agreement, the expiration or termination of the News Agreement (as such term is defined in the TSA) or the expiration or termination of the TSA, subject to the Transition Rights (as defined below), in each case, pursuant to the applicable termination provisions thereof, provided that, in the event that (x) such automatic termination is the result of the termination or expiration of the Term News Agreement, Tenant shall have a one (1)-year transition period from the date of such automatic termination to quit and surrender to Landlord the Premises, or (y) such automatic termination is the result of a termination by CBS Radio of the Master Agreement pursuant to Section 27(a)(ii) through (v) or Section 27(b) thereof, Tenant shall have a six (6)-month transition period from the date of such automatic termination to quit and surrender to Landlord the Premises; and (ii) this Lease may be terminated by Landlord if any person or entity engaged in the following circumstances: i. By mutual written radio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an agreement to acquire more than fifty percent (50%) of the Parties at any time. ii. With respect to the Services provided by the CCO equity or PFOvoting interests of Tenant, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services all or substantially all of the individual appointed by PINE assets of Tenant or all or substantially all of the assets comprising any significant business unit or division of Tenant, in each case, in a single transaction or series of related transactions, provided that in such case Tenant shall have a one (1)-year transition period from the date of such termination to serve quit and surrender to Landlord the Premises. Notwithstanding the foregoing, if the TSA is terminated, this Lease shall terminate at the end of the transition periods that are the subject of the Monetary Breach Transition Right, Breach Transition Right, Natural Expiration Transition Right or Short Term Transition Right, as CCO or PFO for applicable (each as set forth in Section 5 of the TSA and, collectively, the “Transition Rights”). Landlord and Tenant agree that, during any reasonof the transition periods herein provided, PINE Tenant shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees continue its use of the Board, to serve as temporary CCO or PFO at Leased Equipment and Rooftop Equipment in accordance with the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination provisions of this Agreement, PXXX agrees to: Lease (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, all obligations of Tenant hereunder, which obligations shall continue to apply to Tenant until the books and records expiration of Client. Any training and other services under this section shall be billed at an hourly rate of $250such applicable transition period).

Term Termination. NC’s obligations hereunder with respect to any Transition Service will expire on the earliest of (ai) Unless sooner terminated the date Buyer terminates such Transition Service as contemplated below, (ii) the expiration of the Transition Period; provided, however, that in accordance with the remaining provisions event that Buyer determines, in its sole discretion, that it requires NC to continue to provide any of this Section, the term Transition Services after the expiration of this Agreement the Transition Period (the a “Further Term”) ), it shall commence on notify NC in writing, which notice shall be delivered no less than thirty days prior to the Effective Date and expiration of the Transition Period, indicating is electing to make an extension to the Transition Period, which extension shall continue in full force and effect for a period of not extend beyond twelve (12) months from the commencement Commencement Date (the “Final Termination Date”). For the avoidance of the Servicesdoubt, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior otherwise agreed to the end parties in writing, the terms and conditions of this Agreement applicable to the then-current Transition Services shall continue to apply for the Further Term. Not less than ninety (90) days prior If Buyer elects to have a Further Term in accordance with the foregoing, then any reference to the Transition Period referred to in this Agreement shall automatically be extended until the expiration of the then-current TermFurther Term in accordance with foregoing, PINE will provide Client with written notice of notwithstanding any changes finite period referred to the terms, fees and Services provided under elsewhere in this Agreement. If Client does not object in writing to such changes Buyer may terminate the provision of Transition Services hereunder by any specified Personnel or provide PINE with NC as a written notice of non-renewal at least sixty (60) days whole, prior to the end of the then-current TermFinal Termination Date, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at any time upon at least sixty thirty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (6030) days’ prior written notice to PINENC. Should the Trust terminate the Services Buyer shall, as of expiration or earlier termination of the individual appointed Transition Period or, if applicable, Further Term, and no termination of this Agreement prior to the Final Termination Date shall relieve Buyer of its obligation to, pay to NC all sums owed to NC for the provision of such terminated Transition Service(s) through the date of termination thereof, including without limitation, the amount of retention bonuses paid by PINE NC to serve Personnel that maintained their employment through the date of such expiration or termination, in amounts not to exceed the retention bonus amount in respect of such Personnel as CCO or PFO for any reasonset forth in Exhibit D. In addition, PINE notwithstanding the earlier termination of this Agreement in accordance herewith, Buyer shall pay the amounts described in Item 1 of Exhibit C hereto with respect to use of the Premises through the Final Termination Date. NC shall have the right to designate another qualified employee of PINEright, subject to ratification by the Board and the independent trustees of the Boardat its option, to serve as temporary CCO or PFO at terminate this Agreement upon thirty (30) days advance written notice in the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially event that Buyer defaults in the performance of any covenant, agreement, term or provision of its duties or obligations under this Agreement (other than a Client payment default) to be performed by Buyer and fails to substantially cure such default within fifteen (15) days after being given written notice of is not remedied during such default; (B) the other Party becomes insolvent30-day period, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct provided that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment notice and cure period applicable to Buyer’s failure to pay when due any NC invoice in respect of any amount due to PINE pursuant to this Agreement and fails to cure such default within Transition Services shall be five (5) days after being given written notice Business Days. Buyer shall use commercially reasonable efforts to transition the Transition Services provided under this Agreement to its own operations as promptly as practical and prior to the Final Termination Date. No provision of such payment default; (B) Client on three (3) this Agreement shall affect, be construed as, or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature operate as a waiver of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days right of the effective date party aggrieved by any breach of such termination. Upon the expiration this Agreement to be compensated for any injury or earlier damage resulting therefrom which is incurred either before or after termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the 2.1 The initial term of this Agreement (the “"Initial Term”") shall commence on the Effective Date date of this Agreement (the "Commencement Date"), and shall continue in full force and effect for a period of twelve end at midnight on the seventy-fifth (1275th) months from day following the commencement of the ServicesCommencement Date, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior this Agreement is sooner terminated pursuant to the end of the then-current Termany provision hereof. Not less than ninety (90) days prior to Upon the expiration of the then-current Initial Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE Sublessee shall have the right to designate another qualified employee renew the term of PINEthis Agreement for an additional period, subject if any, (the "Renewal Term") equal to ratification by the Board and amount of time Sublessor occupies the independent trustees premises under the Master Lease following the expiration of the BoardInitial Term, such Renewal Term not to serve as temporary CCO or PFO exceed thirty (30) days. During the Renewal Term, Sublessee shall pay to Sublessor rent at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults applicable rate set forth in the performance of any of Master Lease for the Sublet-Premises or the portion thereof being occupied by Sublessee during the Renewal Term. In the event that Sublessee exercises its duties or obligations under this Agreement (other than a Client payment default) and fails Renewal Term option hereunder, Sublessor shall provide to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within Sublessee ten (10) days advance written notice of date Sublessor shall cease to occupy the premises under the Master Lease. The Initial Term and the Renewal Term, if any, shall be referred to collectively herein as the "Term". Sublessee shall vacate the Sublet-Premises at the end of the effective date of such termination. Upon the expiration or earlier termination Term. 2.2 Notwithstanding any other provision of this Agreement, PXXX agrees Sublessee may at its sole discretion, but shall not be obligated to: (i) use reasonable efforts , terminate this Agreement at any time during the Term, effective upon such date as Sublessee may establish by written notice to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250Sublessor.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until December 31, 2008 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding Common Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be automatically extended for successive twelve pay to the Manager, on the date on which such termination is effective, a termination fee (12the “Termination Fee”) equal to equal to four times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month terms unless a Party provides period immediately preceding the other Party with a notice date of non-renewal at least sixty such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (60c) No later than 180 days prior to the end anniversary date of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice this Agreement of any changes to year during the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes Initial Term or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing to delivery of such renewal on mutually agreeable termsnotice. (bd) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under If this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) days and 16 of the effective date this Agreement. In addition, Sections 8(f) and 11 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until March 31, 2018 (the “Current Term”) and shall commence be automatically renewed for a one-year term on that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Date Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 45 day period, and thereafter this Agreement shall terminate, such termination to be automatically extended for successive twelve effective on the date which is the later of (12A) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty ten (6010) days prior following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the then-current Termmost recently completed fiscal quarter prior to the date of termination. Not less The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than ninety (90) 180 days prior to the expiration of the then-current Term, PINE will provide Client with written notice of Current Term or any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at the conclusion this Agreement shall terminate effective upon expiration of the then-then current Term unless the Parties agree in writing to such renewal on mutually agreeable termsterm. (bd) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under If this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (10including the provisions of Exhibit B) days and 11 of the effective date of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXXXXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX XXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner This Agreement may be terminated by the Issuer by an instrument in accordance with writing delivered or mailed, postage prepaid, to the remaining provisions Custodian and the Indenture Trustee, such termination to take effect on the date of this Sectionsuch delivery or receipt by the Custodian; provided, however, that until a successor custodian shall have been appointed by the term of Issuer, and the Custodian shall have transferred the Financial Assets and other Trust Account Property as provided below, this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termseffect. (b) This Agreement may be terminated prior by the Custodian by an instrument in writing delivered or mailed, postage prepaid, to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board Issuer and the independent trustees Indenture Trustee, such termination to take effect not sooner than (i) thirty (30) days after the date of such delivery or mailing if The Bank of New York Mellon is being replaced as Indenture Trustee under the BoardIndenture, to serve as temporary CCO or PFO at (ii) ninety (90) days after the compensation contemplated in Appendix B date of such delivery or mailing; provided, however, that until a successor CCO or PFO custodian shall have been appointed, and the Custodian shall have transferred the Trust Account Property as provided below to such successor custodian, this Agreement shall continue in full force and effect. If such successor custodian is selected and approved not appointed by the Board. iii. By a Party for cause if: Issuer within ninety (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (1090) days of the effective date delivery by the Custodian of such termination. Upon the expiration or earlier its notice of termination of this Agreement, PXXX agrees to: the Indenture Trustee acting alone shall designate such successor custodian, in writing delivered to the Issuer and the Custodian, selected from among the ten largest commercial banks (iin terms of deposit) use reasonable efforts in New York City or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. If a successor custodian shall be appointed as herein provided upon termination of this Agreement, the Custodian shall transfer all Trust Account Property to assist Clientthe designated account of the successor custodian physically or in the appropriate book-entry system, if feasible, and any successor service provider(s) appointed by Client, in connection with thereupon the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section Custodian shall be billed at an hourly rate of $250discharged from any and all further responsibility hereunder.

Term Termination. (aA) Unless sooner terminated This Agreement shall remain in accordance with force until the remaining provisions earlier of this Section(i) the Termination Date, (ii) the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue date specified in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty by the USA Customer that they intend to terminate this Agreement which date shall be no less than thirty (6030) days prior to following the end receipt by IBM Credit of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s such written notice, and (iii) termination by Lenders after the occurrence and during the continuance of an Event of Default. Upon the date that this Agreement is terminated, all of Customers' Obligations shall become operative be immediately due and effective on payable in their entirety, notwithstanding any other provisions of this Agreement. (B) Until the first day payment in full of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end all of the then-current TermCustomers' Obligations, the Term no termination of this Agreement or any of the Other Documents shall in any way affect or impair (i) Customers' Obligations to Lenders including, without limitation, any transaction or event occurring prior to and after such termination, or (ii) Lenders' rights hereunder, including, without limitation Lenders' security interest in the Collateral or Charged Assets as applicable. On and after a Termination Date, a Lender may, but shall not be extended and will expire at obligated to, upon the conclusion request of the then-current Term unless the Parties agree in writing Applicable Customer, continue to such renewal on mutually agreeable termsprovide Advances hereunder. (bC) This Agreement may be terminated prior to In the expiration event of the Term payment in the following circumstances: i. By mutual written agreement full of all of the Parties at any time. ii. With respect to then Outstanding Advances and the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services termination of the individual appointed by PINE to serve as CCO or PFO for any reasonCredit Line, PINE each Applicable Lender shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: provide USA Customer with all such documentation (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books execution and records delivery of Client. Any training termination statements) and shall take all such steps (including, without limitation, the redelivery of stock certificates) as USA Customer, from time to time xxx reasonably request in connection with, and to facilitate the release of all security and Collateral interests which any Applicable Lender has in any Customer, Subsidiary or other services under this section Person. (D) A prepayment premium, shall be billed at payable by USA Customer to IBM Credit in the event that the USA Customer terminates the Credit Line prior to the third anniversary of the Closing Date, in an hourly rate of $250amount equal to Eighty Five Million Dollars multiplied by (i) if the termination occurs on a date that is between the Closing Date to and including the first anniversary thereof, Zero basis points (0%), (ii) the first anniversary thereof to and including the second anniversary thereof, Fifty basis points (0.5%), and (iii) thereafter Twenty Five basis points (0.25%).

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the The term of this Employment Agreement (the “Term”) shall commence on the first date when Employee reports for work for the Company after the date hereof (the "Effective Date Date") and shall continue in full force and effect thereafter for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails years, subject to timely provide complete the terms and accurate instructionsconditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least fourteen (14) days' prior written notice. If Employee voluntarily terminates this Agreement, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines Company shall have no further financial liability to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of Employee beyond the effective date of such termination. (b) If during the term of this Agreement Employee is prevented for a continuous period of ninety (90) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then the Company, on seven days' prior written notice to the Employee, may terminate this Agreement. Upon In the expiration event of a termination pursuant to this paragraph 4(b), the Company shall be relieved of all of its obligations under this Agreement, except that: (i) the Company shall pay to the Employee that portion of the Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) to the extent provided in the Plan, to exercise the Options described in Paragraph 3(c) hereof. (c) The Company may at any time discharge the Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Employee or earlier termination his spouse or estate, except for the obligation of the Company to pay the Employee's wages earned to the date of discharge. For purposes of this Agreement, PXXX agrees to: the Company shall have "Cause" to terminate the Employee's employment upon (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition gross negligence of the Services to Employee in performing his duties hereunder (other than any such new service provider(s) failure resulting from the Employee's incapacity due to physical or to Client internallymental illness), as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return the willful engaging by the Employee in conduct amounting to Client fraud or embezzlement or any Confidential Informationother act by Employee which is negligently or willfully performed which has the effect of damaging the reputation of the Company or its business, including(iii) breach of fiduciary duty as an officer and/or director of the Company, without limitation(iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the provisions of Sections 5, 6, 7, 8 or 10 hereof. Except for voluntary termination by the Employee, the books and records Company agrees that if the Employee is terminated for any other reason (other than those reasons defined above), the Employee shall be provided with a severance package consisting of Client. Any training and other services a minimum payout of the remaining amounts payable under this section shall be billed Agreement including 18 months paid medical/dental insurance, or two years salary, whichever is greater, at an hourly rate the time of $250termination.

Term Termination. (a) Unless sooner terminated in accordance with the remaining provisions of this Section, the This Participation Agreement shall have a term of this Agreement (the “Term”) shall commence ending on the Effective Additional Credit Line Termination Date (as such term is defined in Amendment No. 2) unless terminated by North Mill at any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue in full force and effect for a period of twelve (12) months from to govern the commencement rights of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party parties hereto with a notice respect to all amounts advanced hereunder as of non-renewal at least sixty (60) days prior to the end such Additional Credit Line Termination Date. As of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner effective date set forth in PINE’s written such notice, Participant shall cease to be obligated to make and North Mill shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing cease to such changes at least sixty (60) days prior be obligated to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsaccept additional contributions hereunder. (b) This Notwithstanding the foregoing; this Participation Agreement may shall be terminated applicable both before and after the commencement of any Bankruptcy Case and all converted and succeeding cases in respect thereof. The relative rights, as provided for in this Participation Agreement, of North Mill and Participant to payment of the Advances and in or to any distributions from or in respect of any Collateral or proceeds of Collateral or other Collections shall continue after the commencement of any such Bankruptcy Case on the same basis as prior to the expiration date of the Term commencement of any such Bankruptcy Case, as provided in this Agreement, subject to any court order approving the financing of Borrower on the same terms and conditions presently set forth in the following circumstances: i. By mutual written agreement Agreements or use of cash collateral by Borrower as a debtor-in-possession. If Borrower shall become subject of a Bankruptcy Case and an Order is entered authorizing the use of cash collateral or if North Mill wishes to provide financing to Borrower secured by the Collateral and other property of Borrower as debtor-in-possession under either Section 363 or 364 of the Parties at any time. ii. With Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue with respect to the Services provided by the CCO or PFO, DIP Financing and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services Participant shall have all of the individual appointed by PINE rights and obligations with respect to serve the DIP Financing as CCO or PFO for any reason, PINE are set forth in this Agreement. 6.2 North Mill shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve option as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such terminationnotice described in Section 6.1(a) to repay to Participant the outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. Upon The parties shall thereupon be relieved of any further liability to the expiration or earlier other in connection herewith, except that the provisions of Section 3.9 shall subsist after termination hereof. North Mill may enter into additional Transactions with Borrower after the effective date of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Clientsuch notice and such additional Transactions shall be for North Mill’s own account, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) Participant shall have no rights or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (interest therein or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250liability therefor.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement (A) shall be in effect until December 31, 2008 (the “Initial Term”), and (B) shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless (i) at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall commence on not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Date and shall continue in full force and effect for a period of twelve Termination Date”), not less than one hundred eighty (12180) months days from the commencement date of the Servicesnotice, on which the Manager shall cease to provide services under this Agreement and thereafter this Agreement shall be automatically extended for successive twelve (12) month terms unless a Party provides terminate on such date; provided, however, that in the other Party event that such Termination Notice is given in connection with a notice of non-renewal at least determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than sixty (60) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within sixty (60) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such sixty (60) day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such sixty (60) day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) or 15(c) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of three times the sum of the annual Base Management Fee and the annual Incentive Compensation earned by the Manager during the 12-month period immediately preceding the date of such termination, calculated as of the end of the then-current Termmost recently completed fiscal quarter prior to the date of termination. Not less The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than ninety one hundred eighty (90180) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of Initial Term or any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at the conclusion this Agreement shall terminate effective upon expiration of the then-then current Term unless the Parties agree in writing to such renewal on mutually agreeable termsterm. (bd) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under If this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (10including the provisions of Exhibit B), 8(k) days and 11 of the effective date of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless 5.1 The Purchase Agreement shall expire on [ * ], if not sooner terminated in accordance with the remaining provisions another provision of this SectionArticle 5. TIMET shall not be obligated to accept any Purchase Order calling for delivery of a TIMET Titanium Product after such date. 5.2 Without prejudice to either party's rights and remedies as elsewhere described in the Purchase Agreement, the term of this Purchase Agreement may be terminated as follows: (the “Term”a) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve [ * ]; (12b) months from the commencement of the Servicesby Purchaser, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a by written notice of non-renewal at least sixty (60) days to TIMET given not less than [ * ] prior to the end date of termination, in the event [ * ]; (c) by Purchaser, by written notice to TIMET given not less than [ * ] prior to the date of termination, [ * ]; (d) by Purchaser, by written notice to TIMET, in the event of any breach by TIMET (other than a breach covered by Section 5.2(b) or (c) of these Common Terms) of the thenspecific terms of the Purchase Agreement in any material respect, which breach continues unremedied for more than [ * ] following written notice of such breach by Purchaser to TIMET; * Certain information, indicated by [ * ], has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (e) by Purchaser, by written notice to TIMET, in the event of the suspension, dissolution or winding-current Term. Not less up of the business of TIMET, the admission in writing by TIMET of its insolvency or inability to pay its debts as they become due, the institution of reorganization, bankruptcy, liquidation, or other such proceedings by TIMET, the institution of reorganization, bankruptcy, liquidation, or other such proceedings against TIMET which remain undismissed for more than ninety [ * ], the appointment of a custodian, trustee, receiver, or similar person for the properties or business of TIMET, or an assignment by TIMET for the benefit of its creditors; (90f) days prior by TIMET, by written notice to Purchaser, [ * ]; (g) by TIMET, by written notice to Purchaser, in the event of any breach by Purchaser of the specific terms of the Purchase Agreement in any material respect, which breach continues unremedied for more than [ * ] following written notice of such breach by TIMET to Purchaser; or (h) by TIMET, by written notice to Purchaser, in the event of the suspension, dissolution or winding-up of the business of Purchaser, the admission in writing by Purchaser of its insolvency or inability to pay its debts as they become due, the institution of reorganization, bankruptcy, liquidation, or other such proceedings by Purchaser, the institution of reorganization, bankruptcy, liquidation, or other such proceedings against Purchaser which remain undismissed for more than [ * ], the appointment of a custodian, trustee, receiver, or similar person for the properties or business of Purchaser, or an assignment by Purchaser for the benefit of its creditors. 5.3 The provisions of Article 4 of these Common Terms shall survive the expiration of the then-current Term, PINE will provide Client Purchase Agreement for the purpose of making determinations as to whether Purchaser has met the volume requirements of Section 4.1 of these Common Terms with written notice respect to calendar year [ * ]. The provisions of any changes to Article 6 of these Common Terms shall survive the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes expiration or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end termination of the then-current Term, Purchase Agreement for the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in duration of the manner confidentiality period set forth in PINE’s written notice, and shall become operative and effective on the first day Section 6.2 of these Common Terms. 5.4 The termination of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Purchase Agreement shall not be extended affect the rights and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms. (b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement responsibilities of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within any breach that may have occurred prior to such termination. Further, the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature termination of the advice, PINE’s recommended course of action, Purchase Agreement shall not affect the rights and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days obligations of the effective Parties with respect to any Purchase Order outstanding as of the date of such terminationtermination to the extent that manufacture of one or more TIMET Titanium Products covered by such Purchase Order is still in process. Upon the expiration or earlier termination of this Agreement* Certain information, PXXX agrees to: (i) use reasonable efforts to assist Clientindicated by [ * ], has been omitted and any successor service provider(s) appointed by Client, in connection filed separately with the related transition of the Services Securities and Exchange Commission. Confidential treatment has been requested with respect to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250omitted portions.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until December 31, 2006 (the “Initial Term”) and shall commence be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding Common Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Date Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect for a period of twelve (12) months from on the commencement terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the Servicesrevised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 45 day period and thereafter (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall be automatically extended for successive twelve pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) No later than 180 days prior to the end anniversary date of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice this Agreement of any changes to year during the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes Initial Term or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Renewal Term, the changes proposed by PINE shall be deemed Manager may deliver written notice to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day Company informing it of the applicable renewal Term. If Client timely objects in writing Manager’s intention to such changes at least sixty (60) days prior decline to the end of the then-current Termrenew this Agreement, the Term of whereupon this Agreement shall not be renewed and extended and will expire at this Agreement shall terminate effective on the conclusion anniversary date of this Agreement next following the then-current Term unless the Parties agree in writing to delivery of such renewal on mutually agreeable termsnotice. (bd) This Agreement may be terminated prior to the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under If this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination terminated pursuant to this Section 1213, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) days and 16 of the effective date this Agreement. In addition, Sections 8(g) and 11 of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) Unless sooner Until this Agreement is terminated in accordance with the remaining provisions of this Sectionits terms, the term of this Agreement shall be in effect until July 31, 2023 (the “Current Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended renewed for successive twelve a one-year term on that date and each anniversary date thereafter (12a “Renewal Term”) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty two-thirds of the Independent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (60i) days prior there has been unsatisfactory performance by the Manager that is materially detrimental to the end Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the then-current TermIndependent Directors determines to be fair pursuant to the procedure set forth below. Not If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than ninety one hundred and eighty (90180) days prior to the expiration of the then-current Termthen existing term. If the Company so elects not to renew this Agreement, PINE will the Company shall designate the date (the “Effective Termination Date”), not less than one hundred and eighty (180) days from the date of the notice, on which the Manager shall cease to provide Client services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with written notice of any changes a determination that the compensation payable to the termsManager is unfair, fees and Services provided under this Agreement. If Client does not object in writing the Manager shall have the right to renegotiate such changes or provide PINE with a written notice of noncompensation by delivering to the Company, no fewer than forty-renewal at least sixty five (6045) days prior to the end prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the thenIndependent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-current Termfive (45) days following the receipt of the Notice of Proposal to Negotiate, the changes proposed by PINE Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be accepted and adopted by Clientpayable to the Manager during such forty-five (45) day period, shall be deemed for all purposes to amend this Agreement in shall terminate, such termination to be effective on the manner date which is the later of (A) ten (10) days following the end of such forty-five (45) day period and (B) the Effective Termination Date originally set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsTermination Notice. (b) This In the event that this Agreement may is terminated in accordance with the provisions of Section 13(a) or Section 15(c) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the last quarter end prior to the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination provided that the parties acknowledge and agree that if (and only if) any such termination in accordance with the provisions of Section 13(a) or 15(c) of this Agreement occurs prior to July 31, 2022, then the amount of the Termination Fee shall be terminated equal to four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned in the aggregate by the Company’s manager during the two twelve (12)-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The parties acknowledge and agree that the aggregate quarterly Base Management Fee and Incentive Compensation earned by the Company’s manager prior to the date hereof for each of the quarters in the twenty-four (24) month period ended June 30, 2020 is attached hereto as Exhibit D and shall be utilized in determining the Termination Fee in accordance with the preceding sentence, if necessary. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than one hundred and eighty (180) days prior to the expiration of the Current Term in or any Renewal Term, the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior Manager may deliver written notice to PINE. Should the Trust terminate the Services Company informing it of the individual appointed by PINE Manager’s intention to serve as CCO or PFO for any reasondecline to renew this Agreement, PINE whereupon this Agreement shall have the right to designate another qualified employee of PINE, subject to ratification by the Board not be renewed and the independent trustees extended and this Agreement shall terminate effective upon expiration of the Board, to serve as temporary CCO or PFO at the compensation contemplated in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriatethen current term. (cd) Upon a termination If this Agreement is terminated pursuant to this Section 1213 or Section 15 hereof, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b) and 16 of this Agreement. In addition, Sections 8(i) (10including the provisions of Exhibit B) days and 11 of the effective date of such termination. Upon the expiration or earlier this Agreement shall survive termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

Term Termination. (a) A. Unless sooner terminated in accordance with the remaining provisions of this Sectionas hereinafter provided, the initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve be Three (123) months from the commencement of the Services, and thereafter years. This Agreement shall be automatically extended renewed as of the day following the end of such Initial Term and at each subsequent anniversary thereof for successive twelve renewal terms of one (121) month terms unless a Party provides year each. Either party shall have the other Party with a notice right however, to terminate this Agreement without cause effective as of non-renewal the last day of the Initial Term or any subsequent anniversary thereof by giving at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes termination to the termsother party. Merchant agrees that, fees and Services provided under in order for Merchant to terminate this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days Agreement prior to the end of the then-current TermInitial Term or any subsequent renewal term, Merchant must pay any Early Termination Fee applicable pursuant to the changes proposed by PINE Fee Schedule. B. This Agreement shall be deemed terminated automatically (i) in the event of the insolvency, ISO/Bankruptcy, or appointment of a receiver for the other party to be accepted and adopted by Clientthis agreement, (ii) if a Network prohibits Merchant from presenting Card Items to ISO/Bank, in accordance with its respective Operating Regulations, (iii) if at any time ISO/Bank reasonably determines, in its absolute discretion, that there is an unacceptable level of risk from the processing of Merchant’s Card transactions, or (iv) upon the termination of ISO/Bank’s membership in a Card Association (provided that termination of ISO/Bank’s membership with a particular Card Association shall be deemed for all purposes to amend terminate this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing only with respect to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of services and this Agreement shall not be extended and will expire at the conclusion of the thenremain in effect with respect to all non-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsterminated Card Associations). (b) This Agreement may be terminated prior to C. Notwithstanding the expiration of the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFOforegoing, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve as CCO or PFO for any reason, PINE ISO/Bank shall have the right to designate another qualified employee terminate this Agreement at any time effective immediately by giving notice of PINE, subject such termination to ratification by the Board and the independent trustees of the Board, to serve as temporary CCO or PFO at the compensation contemplated Merchant if (i) Merchant shall be in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance default of any of its duties or obligations under hereunder (including, but not limited to, its obligation to comply with applicable provisions of the Operating Regulations), (ii) ISO/Bank shall reasonably deem itself insecure in the prospect of payment by Merchant of amounts due ISO/Bank hereunder, or (iii) Merchant shall default in the prompt payment or performance of any other liabilities or obligations from time to time owed to ISO/Bank. D. Any liability of a party arising prior to termination of this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the effective date of such termination. Upon the expiration or earlier shall survive termination of this Agreement, PXXX agrees toincluding, without limitation: (i) use reasonable efforts Merchant’s obligations to assist Client, and any successor service provider(s) appointed by Client, in connection with pay chargeback liabilities for all transactions that occurred prior to the related transition termination of the Services to any such new service provider(s) Agreement, even if the chargeback is processed or to Client internally, as applicable, which includes without limitation providing 15 hours presented after the date of training services (or such amount of training as is deemed reasonably necessary and appropriate)termination; and (ii) promptly return all of Merchant’s existing obligations, warranties, and agreements with respect to Client any Confidential InformationCard Items delivered before such termination, includingcredit vouchers executed in connection therewith, without limitationand continuing obligations imposed by governmental regulations or Operating Regulations. Notwithstanding anything in this Agreement to the contrary, ISO/Bank’s security interest in the books Account granted by Merchant in Section 4 of this Agreement, ISO/Bank’s right to debit the Account as set forth in Section 4 of this Agreement, ISO/Bank’s general right of setoff, and records Merchant’s indemnification obligations set forth in Section 9 of Clientthis Agreement shall survive the termination of this Agreement. Any training The right of Merchant to generate and other services submit Card Items under this section Agreement representing debits, and to use equipment, advertising, and forms provided under this Agreement, other than in fulfilling Merchant’s continuing obligations as hereinabove specified, will cease immediately upon termination of this Agreement. Within thirty (30) days after termination of this Agreement Merchant shall be billed at an hourly rate of $250return all promotional materials, forms, Software and Equipment acquired from ISO/Bank (other than forms, Software and Equipment purchased from ISO/Bank) and all related materials provided under this Agreement to the address specified in this Agreement for notices to ISO/Bank.

Term Termination. (a) Unless sooner terminated in accordance with This Lease and the remaining provisions parties' respective rights, obligations and liabilities hereunder shall be effective from "the commencement date". The Lessor shall deliver free and vacant possession of the Demised Premises to the Lessee on the date of execution of this Sectionlease deed and the Lessee shall take possession subject to the Lessor providing "Provisional Occupancy Certificate" of the South Wing of the building premises comprising of the Second Floor to be issued by the Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the term of this Agreement (Lessor is unable to provide the “Term”) Occupancy Certificate on or before 15th January 2004, the Lessee shall commence on have the Effective Date and shall continue in full force and effect for a period of twelve (12) months from right to suspend the commencement payment of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides Rent until the other Party with a notice of non-renewal at least sixty (60) days prior to the end production of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable termsProvisional Occupancy Certificate. (b) This Agreement may The term of this Lease shall be terminated prior initially for a period of 14 1/2 (FOURTEEN AND A HALF) MONTHS, commencing from the Commencement Date and ending at: 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall mutually agree to renew the expiration of lease for further period (s) on the Term in the following circumstances: i. By mutual written agreement of the Parties at any time. ii. With respect to the Services provided by the CCO or PFO, same terms and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Trust terminate the Services of the individual appointed by PINE to serve conditions as CCO or PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, mentioned herein subject to ratification by the Board and the independent trustees of the Board, to serve an increase in lease rent as temporary CCO or PFO at the compensation contemplated mentioned in Appendix B until a successor CCO or PFO is selected and approved by the Board. iii. By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or more occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriateSection 4 below. (c) Upon In case, the Lessee intends to renew the lease for further period/s after the Expiration Date of this Lease, it shall do so by issuing a termination pursuant written notice of such intention to the Lessor at least 3 (three) months prior to the expiry of this Section 12, Client will compensate PINE for Services actually provided through Lease. (d) In the effective date event the parties are not desirous of any such termination within ten (10) days seeking extension of the effective date Lease beyond the initial lease term then the Lessee shall hand over the possession of the Demised Premises in good condition subject to normal wear and tear. The Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of the Lessor and shall not get transferred, at any time or at the end of the term of this Lease, to the Lessee. (e) Notwithstanding anything contained herein, in the event, either party commits any breach or fails to observe or perform any of the covenants, terms and conditions under this Deed or any exhibits forming part of this Deed, the aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the other /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx d legal rights of the aggrieved party in respect of such termination. Upon breach by the expiration or earlier termination of this Agreement, PXXX agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any party committing such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250breach.