Common use of Term Termination Clause in Contracts

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 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 on the 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 revised 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 (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) Until this This Agreement is terminated shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the Holders of the Notes and the Holders of the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms, terms or (iii) the early termination of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 with respect to the Company and the Subsidiaries or (ii) the compensation payable to the ManagerCollateral Manager in accordance with Section 12(c), in connection with the form resignation of base management fees and incentive fees, such Collateral Manager pursuant to Section 12(b) or in connection with the amount thereof, is unfair removal of such Collateral Manager pursuant to any of the Company Parties; provided that the Company shall not have the right Section 14. (b) Subject only to terminate this Agreement under clause (iic) above if below, the Collateral 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 resign upon the expiration of the Initial Term or any Renewal Term upon at least 180 ninety (90) days’ prior written notice to the Manager Issuer (or such shorter notice as is acceptable to the “Termination Notice”Issuer). If the Company issues the Termination Notice, the Company Holders and the Trustee; provided that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation. (c) Notwithstanding the provisions of clause (b) above, no resignation or removal of the Collateral Manager or termination of this Agreement with respect to such Collateral Manager in connection with such resignation or removal shall be obligated 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) specify has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the reason for nonrenewal 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 Termination Notice Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (pursuant iv) with respect to either clause 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 first sentence of this paragraph) and (ii) pay case may be, nominate a successor Collateral Manager that meets the Manager the Termination Fee on or before the last day criteria set forth in Section 12(d). If a Majority of the Initial Term or Renewal Term Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (the “Effective Termination Date”); provided90) days (or, however, that in the event that 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 Termination Notice is given in connection with law or regulation, within thirty (30) days) following the termination or resignation of the Collateral Manager, any of the Collateral Manager, a determination that Majority of the compensation payable to Interests and a Majority of the Manager is unfair, the Manager Controlling Class shall have the right to renegotiate petition a court of competent jurisdiction to appoint a successor Collateral Manager, in any such compensation by delivering 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 Company, no fewer than 60 days prior Collateral Management Fees set forth in Section 8(a) (except such portion of the Collateral Management Fees due and payable 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 Directorsformer Collateral Manager as set forth in Section 8(d)) and the Manager shall endeavor to negotiate in good faith the revised no 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 on the terms stated in this Agreement, except that the compensation payable to the such successor Collateral Manager shall be greater than as set forth in Section 8(a) without 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 prior written consent of 100% of the revised compensation to be payable to Holders of each Class of Notes, including Collateral Manager Notes, and of 100% of the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on Holders of the date that is Interests. Upon the later of (A) 10 days following the end expiration of such 60-day period the applicable notice periods with respect to termination specified in this Section 12 or in Section 14 and (B) the Effective Termination Date originally set forth 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 Termination Noticesuccessor 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. (bg) 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 If this Agreement is terminated in accordance with the provisions pursuant to this Section 12, such termination shall be without any further liability or obligation of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay either party to the Managerother, on the date on which such termination is effective, a termination fee except as provided in clause (the “Termination Fee”h) 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 period immediately preceding 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 Agreementbelow. (ch) No later than 180 days prior to the expiration Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)12 or Section 14.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and The Offer Period shall be automatically renewed for a one-extended from year term each anniversary date thereafter (a “Renewal Term”) to year on the terms and conditions set forth in this Agreement 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 Purchaser shall, not less than thirty (ii30) 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 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 on the 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 revised 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 (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term initial one year Offer Period or Renewal Termany subsequent one year Offer Period, give to the Manager Providers notice of Purchaser's intention not to so extend or (ii) the Providers shall, in accordance with paragraph (b), give to Purchaser notice of the Providers' intention to terminate this Agreement. 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 deliver terminate their obligation to offer to sell Accounts to the Purchaser pursuant to this Agreement upon no less than sixty (60) days prior written notice to the Company informing it Purchaser. (c) In addition to any other rights and remedies provided for herein, the Purchaser may, upon the occurrence of any of the Manager’s intention 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 decline cure). Notwithstanding the foregoing, upon a Default, Purchaser shall be entitled to renew 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 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 time 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. For purposes of this Agreement, whereupon "BANKRUPTCY EVENT" shall mean the Provider generally not paying its debts as such debts become due, or admitting in writing its inability to pay its debts generally, or making a general assignment for the benefit of creditors; or any proceeding being instituted by or 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 the 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 actions sought in such proceeding (including, without limitation, the 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 security interests in favor of Purchaser, 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. Upon any such action, the Purchaser shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be 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 order confirming a plan of reorganization 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 be renewed terminate, extinguish, or remove any liens or security interests granted to Purchaser until Debtors have fully paid and extended and this Agreement shall terminate effective on the anniversary date discharged all of this Agreement next following the delivery of such notice. The Company shall not be required their obligations to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)Purchaser.

Term Termination. (a) Until The term of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 Lease (the “Initial Term”) shall commence on the date hereof (the “Commencement Date”) and shall 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 accordance with the terms of this Lease, the 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 have been accelerated or extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the term of this Lease beyond the Expiration Date. (b) This Lease may 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 terminated prior to March 31, 2017 (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company mutual written consent of Landlord and the Subsidiaries Tenant or (ii) the compensation payable pursuant to the Managerprovisions 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 form of base management fees and incentive fees, or event that (x) such automatic termination is the amount thereof, is unfair to any result 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 termination or expiration of the Initial 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 any Renewal Term upon at least 180 days’ prior written notice to (y) such automatic termination is the Manager (result of a termination by CBS Radio of 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 (Master Agreement pursuant to either clause Section 27(a)(ii) through (iv) or Section 27(b) thereof, Tenant shall have a six (ii) 6)-month transition period from the date of such automatic termination to quit and surrender to Landlord the first sentence of this paragraph) Premises; and (ii) pay this Lease may be terminated by Landlord if any person or entity engaged in the Manager radio network business, whether or not a Competitor (as defined in the Termination Fee on Master Agreement), acquires or before the last day enters into an agreement to acquire more than fifty percent (50%) of the Initial equity or voting interests of Tenant, all or substantially all of the 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 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 or Renewal Term Transition Right, as applicable (each as set forth in Section 5 of the TSA and, collectively, the “Effective Termination DateTransition Rights”); . Landlord and Tenant agree that, during any of the transition periods herein 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 Tenant 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 continue 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 use 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 Leased Equipment 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 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 revised 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 (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 Rooftop Equipment in accordance with the provisions of Section 13(a) or Section 14(b) this Lease (including, without limitation, all obligations of this AgreementTenant hereunder, the Company which obligations shall pay continue to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal apply 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 period immediately preceding 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) No later than 180 days prior to Tenant until the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(capplicable transition period).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 2011 (the “Initial Term”) and shall 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, Manager hereunder is unfair to any of the Company Partiesunfair; 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 agreement upon the expiration of the Initial Term or any Renewal Term and 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 before or on or before the last day of the Initial Term or Renewal Term (the “Effective 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 NegotiateThereupon, 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 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 the 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 60-day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 days following the end of such 60-day period and (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) or Section 14(b) of this Agreement, unless terminated for cause the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 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. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall is not be required to pay to the Manager the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 23 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is Unless sooner terminated in accordance with its termsthe remaining provisions of this Section, the term of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) shall commence on the Effective Date and shall 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 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 on for a period of twelve (12) months from the terms stated in this Agreementcommencement of the Services, except that the compensation payable to the Manager and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the revised compensation then agreed upon by the parties other Party with a notice of non-renewal at least sixty (60) days prior 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 revised 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 60the then-day period and current Term. Not less than ninety (B90) 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term 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 Renewal provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the Manager may deliver 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 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 Company informing it end of the Manager’s intention to decline to renew this Agreementthen-current Term, whereupon the Term of this Agreement shall not be renewed and 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 shall terminate effective on (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 anniversary date 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 next following the delivery and fails to cure such default within five (5) days after being given written notice of such notice. The Company shall not be required payment default; (B) Client on three (3) or more occasions fails to pay 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 Termination Fee to scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the Manager if critical nature of the Manager terminates this Agreement 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 13(c12, 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) Until this This Agreement is terminated shall become effective as of the Closing Date and shall continue in force until the first of the following occurs: (i) the payment in full of the Rated Notes, the termination of the Indenture in accordance with its terms, this Agreement shall be terms and the payment in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds full 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 Subordinated Notes; (ii) the compensation payable liquidation of the Collateral and the final distribution of the proceeds of such liquidation to the Manager, in Noteholders; or (iii) the form termination 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 in accordance with this Section 12 or Section 13. (iib) 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 Notwithstanding any other provisions hereof to the procedure set forth below. The Company contrary, the Investment Manager may elect not to renew this Agreement resign upon the expiration of the Initial Term or any Renewal Term upon at least 180 90 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination NoticeIssuer, the Company shall be obligated Rating Agencies and the Trustee (or such shorter notice as is acceptable 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 Termination Date”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 successor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to appoint a successor Investment Manager to assume such duties and obligations. (c) 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 12 or Section 13, 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 event 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 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 issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes; provided that such Termination Notice is 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 in 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 notice 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 a determination 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 the no compensation payable to such successor Investment Manager from payments on the Manager is unfair, the Manager Collateral shall have the right to renegotiate such compensation by delivering be greater than that paid 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 Investment Manager under this Agreement. Provided that Agreement without the Manager and at least two-thirds prior written consent of a Majority of the Independent Directors agree 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 revised compensation to be payable Indenture applicable to the Manager within 60 days following the receipt of the Notice of Proposal to NegotiateInvestment Manager, the Termination Notice as 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 necessary 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 effectuate any 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticesuccession. (ba) In recognition of Upon 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum later of (i) the average annual Base Management Fee expiration of the applicable notice period with respect to a termination specified in this Section 12 or Section 13, as applicable, and (ii) the average annual Incentive Feeacceptance, in each case earned writing, by a successor Investment Manager of such appointment, all authority and power of the Investment Manager during under this Agreement and the 24-month period immediately preceding the most recently completed fiscal quarter prior Indenture, whether with respect to the date of termination. The obligation of Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be vested in the Company to pay the Termination Fee shall survive the termination of this Agreementsuccessor Investment Manager. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) Until this a. This Supplemental Agreement is shall commence as of the date first shown above, and shall continue for an indefinite period until terminated in accordance with its termsthe 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. b. Any party may terminate this Supplemental Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 without cause by (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 giving 30 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) other of the first sentence of this paragraph) such termination and (ii) pay giving a copy of such notice thereof to 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 Manager address designated in this Supplemental Agreement and shall be effective 30 days after the Termination Fee on date of delivery or before mailing, whichever is earlier. c. This Supplemental Agreement may, at the last day option of Administrator, terminate immediately and without notice for cause upon the occurrence of any of the Initial Term or Renewal Term (the “Effective 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Notice.events: (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of (i) Dealer's assignment or attempted assignment of this Supplemental Agreement or any portion of any interest in or any payment due under the average annual Base Management Fee 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 average annual Incentive Feebenefit of creditors; (iii) The filing of a petition to have Dealer declared bankrupt, in each case earned which 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, defalcation, dishonesty or intentional misrepresentation directed to Administrator, the Insurance Company, or SPP, and 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 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 Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior Extended Payment Terms Contracts and performance by Dealer thereunder, including but not limited to any and all losses, judgments, defense costs or other liabilities for cancellation refunds, or for fraud, defalcation, dishonesty or intentional misrepresentation to the date of termination. The obligation of extent the Company same are also directed to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal TermAdministrator, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this AgreementInsurance Company, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)SPP, or their agents, employees, successors or assigns.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]March 31, 2012 2018 (the “Initial Current Term”) and shall 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 that not to automatically renew because (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 ManagerManager hereunder is unfair; provided, 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Current Term or any Renewal Term upon at least 180 days’ as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the 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 revised compensation to be payable to the Manager during such 60-45 day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 ten (10) days following the end of such 60-45 day period and (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three the amount of four times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case Compensation earned by the Manager during the 24two 12-month period 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) No later than 180 days prior to the expiration of the Initial Current Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on upon expiration of the anniversary date of then current term. (d) If this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13(c)13, such termination 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) (including the provisions of Exhibit B) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until 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 in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be deemed renewed automatically renewed each year for a an additional one-year term each anniversary date thereafter (period unless a “Renewal Term”) unless at least two-thirds majority of the 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 by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation Management Fee payable to the ManagerManager is unfair, 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 hereunder at a reduced fee that at least two-thirds of the Independent Directors determines have determined to be fair pursuant to fair. If the procedure set forth below. The Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ extended term as set forth above, the 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 Manager (expiration of the “Termination Notice”)then existing term. If the Company issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 date (the “"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 such compensation the Management Fee by delivering to the Company, no fewer than 60 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 Agreementhereunder. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in enter into good faith negotiation of the revised compensation payable to the Manager under this Agreementhereunder. Provided that the Manager and at least two-thirds of the Independent Directors Company agree to the terms of the a revised Management Fee (or other compensation to be payable to the Manager structure) within 60 30 days following the receipt commencement of the Notice of Proposal to Negotiatesuch negotiation, 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 Agreementherein, except that the compensation payable to the Manager Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon by the parties to this Agreementhereto. The Company REIT and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation Management Fee 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 a revised compensation to be payable to the Manager Management Fee during such 60-30 day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 days following the end of such 60-day period and ten (B10) the Effective Termination Date originally set forth in the Termination Notice.days (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 Agreementhereof, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “"Termination Fee”") equal to three times the sum amount 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 period consisting of twelve (12) full calendar months immediately preceding the most recently completed fiscal quarter prior to the date of such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 60 days prior to the expiration third or any subsequent anniversary of the Initial Term or Renewal TermClosing Date, the Manager may deliver written notice to the Company REIT informing it of the Manager’s 's intention to decline not to renew this Agreementthe Term, whereupon this Agreement the Term hereof shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement the Closing Date next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates . (d) If this Agreement is terminated pursuant to this Section 13(c)13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement.

Term Termination. (a) Until The term of this Agreement is terminated in accordance with its terms, this Employment Agreement shall be in effect until [ ] [ ], 2012 commence on the first date when Employee reports for work for the Company after the date hereof (the “Initial Term”"Effective Date") and shall be automatically renewed continue thereafter for a one-year term each anniversary date thereafter period of three (a “Renewal Term”3) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental years, subject to the Company terms 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 Partiesconditions herein stated; provided that the Company shall not have the right to Employee may terminate this Agreement under clause at any time hereafter by giving the Company at least fourteen (ii14) above if days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the Manager agrees to continue to provide effective date of such termination. (b) If during the services under term of this Agreement at Employee is prevented for a reduced fee that at least two-thirds continuous period of ninety (90) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then 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 Company, on seven days’ ' prior written notice to the Manager (Employee, may terminate this Agreement. In the “Termination Notice”event of a termination pursuant to this paragraph 4(b). If the Company issues the Termination Notice, the Company shall be obligated to relieved of all of its obligations under this Agreement, except that: (i) specify the reason for nonrenewal in Company shall pay to the Termination Notice (pursuant to either clause (i) or (ii) Employee that portion of the first sentence of this paragraph) Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) pay to the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that extent provided in the event that such Termination Notice is given Plan, to exercise the Options described 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”Paragraph 3(c) 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticehereof. (bc) In recognition of The Company may at any time discharge the upfront effort required by Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Manager to structure and acquire Employee or his spouse or estate, except for the assets obligation of the Company and to pay the Subsidiaries and Employee's wages earned to the commitment date 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) discharge. For purposes of this Agreement, the Company shall pay have "Cause" to terminate the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of Employee's employment upon (i) the average annual Base Management Fee and gross negligence of the Employee in performing his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the average annual Incentive Fee, in each case earned willful engaging by the Manager during Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the 24-month period immediately preceding effect of damaging the most recently completed fiscal quarter prior to the date of termination. The obligation reputation of the Company to pay or its business, (iii) breach of fiduciary duty as an officer and/or director of the Termination Fee shall survive Company, (iv) the termination violation by the Employee of any material provision of this Agreement. (c) No later than 180 days prior , including but not limited to the expiration provisions of Sections 5, 6, 7, 8 or 10 hereof. Except for voluntary termination by the Employee, the 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 a minimum payout of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon remaining amounts payable under this Agreement shall not be renewed and extended and this Agreement shall terminate effective on including 18 months paid medical/dental insurance, or two years salary, whichever is greater, at the anniversary date time of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)termination.

Term Termination. This Agreement shall be effective immediately and (a) Until this Agreement If Distributor is terminated at any time in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds breach 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 terms and conditions 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 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 on the terms stated in this Agreement, except and Distributor fails to cure such breach within thirty (30) days after receipt by Distributor of written notice from Publisher specifying the breach and requiring that the compensation payable to the Manager shall it 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticecured. (b) In recognition If Distributor is declared bankrupt or goes into liquidation (other than solvent voluntary liquidation for the purpose of reconstruction only), or if a receiver or administrator or administrative receiver is appointed to the upfront effort required by whole or substantially the Manager to structure and acquire whole of Distributor's business, or if Distributor shall make an assignment for the assets benefit of the Company and the Subsidiaries and the commitment of resources by the Managercreditors, in the event that then Publisher may terminate this Agreement if Distributor fails to cure such breach within thirty (30) days after receipt by Distributor of written notice from Publisher specifying the breach and requiring that it be cured. (c) If Distributor ceases to trade as a distributor or is terminated in accordance for any reason unable to perform and comply with the provisions of Section 13(a) or Section 14(b) 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 three times the sum of (i) the average annual Base Management Fee terms and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period immediately preceding 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 conditions of this Agreement. (cd) No later If Distributor allows any Book to go out of stock (to the extent that Distributor has less than 180 days 50 copies of such Book 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. Notwithstanding the foregoing, or any other provision of this Agreement, Distributor shall be entitled to use 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 Imprint. Any termination of this Agreement by either party shall not affect the obligations of either party under this Agreement to pay the other party amounts owing in connection with performance under this Agreement prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date termination. The termination of this Agreement next following the delivery of such notice. The Company by either party shall not be required to pay prejudice any claim which either party has against the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)other.

Term Termination. (a) Until this Agreement is terminated in accordance with its termsThis Lease and all of the parties’ respective rights, this Agreement obligations and liabilities hereunder shall be in effect until [ ] [ ], 2012 commence on 1st June 2007 (the “Initial Lease Commencement Date”). b) The term of this Lease shall be for a period of 9 (Nine) Years (the “Term”) and shall commencing from the Lease Commencement Date. The Lease may be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless further period on the Lessee’s sole option and subject to mutually agreed terms and conditions their upon by Lessor and Lessee. Lessee shall inform the Lessor in writing of its intent to renew at least two-thirds 6 months prior to the expiry of the Independent Directors agree that Lease term. c) The Lock in period shall be for three (i3) there has been unsatisfactory performance by years from the Manager that is materially detrimental to the Company Lease Commencement Date and the Subsidiaries or (ii) Lessee shall not terminate the compensation payable Lease during the Lock in period, subject to the Manager, in the form force majeure and breach of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that terms by the Company Lessor and subject to section 4(f), 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 in writing to the other party. e) The Lessor shall not have the right to terminate this Agreement under clause (ii) above if Lease in case of default by Lessee in the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds performance and observance of the Independent Directors determines covenants and conditions as contained in GTC 30 on its Part to be fair pursuant to observed and performed in accordance with the procedure set forth below. specified in GTC 30 f) The Company may elect not to renew this Agreement upon the expiration of the Initial Term Lessee 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 Lessor shall be obligated entitled to (i) specify terminate 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 Termination Date”); provided, however, that Lease 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 (of any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Upon receipt breach or default 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 either of the Independent Directors agree to the terms parties in performance or observance of any or all 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 covenants and effect and this Agreement shall continue in full force and effect on the terms stated conditions as specified in this Agreement, except that Lease deed and in 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 sameGTC. In the event that of such breach or default by the Company and the Manager are unable to agree to the terms Lessor or Lessee, (a), Lessee or Lessor shall give a written notice of the revised compensation to be payable to nature of 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 (B) the Effective Termination Date originally set forth in the Termination Notice. default or breach; (b) In recognition Upon receipt of the upfront effort required by notice of default, Lessor or Lessee shall be entitled to remedy the Manager to structure and acquire the assets default within a period 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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. 30 days; (c) No later than 180 days prior to Upon the expiration expiry of the Initial Term cure period, Lessee or Renewal Term, Lessor shall be entitled to terminate the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)Lease forthwith without any recourse.

Term Termination. (a) Until this 5.1 The Purchase Agreement is shall expire on [ * ], if not sooner terminated in accordance with its terms, another provision of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 Article 5. TIMET 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 accept any Purchase Order calling for nonrenewal 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 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 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 unfairPurchase Agreement, 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 Purchase Agreement may be terminated as follows: (any such notice, a “Notice of Proposal to Negotiate”a) 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Notice.[ * ]; (b) In recognition of the upfront effort required by the Manager Purchaser, by written notice 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding the most recently completed fiscal quarter TIMET given not less than [ * ] prior to the date of termination. The obligation of , in the Company to pay the Termination Fee shall survive the termination of this Agreement.event [ * ]; (c) No later by Purchaser, by written notice to TIMET given not less than 180 days [ * ] 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 specific 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-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 [ * ], 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; (f) 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 Initial Term 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 respect to calendar year [ * ]. The provisions of Article 6 of these Common Terms shall survive the expiration or Renewal Term, the Manager may deliver written notice to the Company informing it termination of the Manager’s intention to decline to renew this Agreement, whereupon this Purchase Agreement for the duration of the confidentiality period set forth in Section 6.2 of these Common Terms. 5.4 The termination of the Purchase Agreement shall not be renewed affect the rights and extended and this responsibilities of the Parties with respect to any breach that may have occurred prior to such termination. Further, the termination of the Purchase Agreement shall terminate effective on not affect the anniversary rights and obligations of the Parties with respect to any Purchase Order outstanding as of the date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee termination to the Manager if extent that manufacture of one or more TIMET Titanium Products covered by such Purchase Order is still in process. * Certain information, indicated by [ * ], has been omitted and filed separately with the Manager terminates this Agreement pursuant Securities and Exchange Commission. Confidential treatment has been requested with respect to this Section 13(c)such omitted portions.

Term Termination. (a) Until The term of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 Lease (the “Initial Term”) shall commence on the date hereof (the “Commencement Date”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) expire on March 31, 2017 unless at least two-thirds Tenant’s right to use and occupy the Premises is either earlier terminated or extended pursuant to and in accordance with the terms of this Lease, the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company Master Agreement and the Subsidiaries or TSA (ii) the compensation payable to the ManagerMarch 31, in the form of base management fees and incentive fees2017, or such earlier or later date to which Tenant’s right to use and occupy the amount thereofPremises shall have been accelerated or extended, is unfair as applicable, the “Expiration Date”). Tenant shall have no right to any extend the term of this Lease beyond the Company Parties; provided that Expiration Date. Notwithstanding the Company foregoing, Tenant shall not have the right to terminate this Agreement under clause Lease at any time during the Term upon providing Landlord with no less than one hundred eighty (ii180) above if the Manager agrees days prior written notice, in which case Tenant’s obligation 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 pay Rent hereunder shall continue until the expiration of the Initial Term or any Renewal Term upon at least 180 days’ prior written notice to the Manager such one hundred eighty (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 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 on the 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 same180)-day period. 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 60-day period, this Agreement shall terminate, such termination by Tenant, Tenant shall quit and surrender to be effective on Landlord the date that is the later Premises within one hundred eighty (180) days of (A) 10 days following the end delivery of such 60-day period and (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 termination notice in accordance with the provisions of Section 13(a18. (b) This 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 14(b2(c), 11, 12, 14 or 15(b) 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 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 period immediately preceding 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 AgreementLease. (c) No later 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 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 radio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an agreement to acquire more than 180 days prior fifty percent (50%) of the equity or voting interests of Tenant, all or substantially all of the 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 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 applicable (each as set forth in Section 5 of the TSA and, collectively, the “Transition Rights”). Landlord and Tenant agree that, during any of the transition periods herein provided, Tenant shall have the right to continue its use of the Leased Equipment and Rooftop Equipment in accordance with the provisions of this Lease (including, without limitation, all obligations of Tenant hereunder, which obligations shall continue to apply to Tenant until the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(capplicable transition period).

Term Termination. (a) Until this This Agreement is may be terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 Issuer by an instrument in writing delivered or mailed, postage prepaid, to the Company Custodian and the Subsidiaries Indenture Trustee, such termination to take effect on the date of such delivery or (ii) receipt by 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 Termination Date”)Custodian; provided, however, that in the event that such Termination Notice is given in connection with until a determination that the compensation payable to the Manager is unfair, the Manager successor custodian 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 been appointed by the Company of a Notice of Proposal to NegotiateIssuer, the Company (represented by the Independent Directors) and the Manager Custodian shall endeavor to negotiate in good faith have transferred the revised compensation payable to the Manager under this Agreement. Provided that the Manager Financial Assets 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 Negotiateother Trust Account Property as provided below, 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 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticeeffect. (b) In recognition This Agreement may be terminated by the Custodian by an instrument in writing delivered or mailed, postage prepaid, to the Issuer and the 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 Indenture, or (ii) ninety (90) days after the date of such delivery or mailing; provided, however, that until a successor 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 not appointed by the Issuer within ninety (90) days of the upfront effort required delivery by the Manager to structure and acquire the assets Custodian of the Company and the Subsidiaries and the commitment its notice 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) termination of this Agreement, the Company Indenture Trustee acting alone shall pay designate such successor custodian, in writing delivered to the ManagerIssuer and the Custodian, on selected from among the date on which such termination is effective, ten largest commercial banks (in terms of deposit) in New York City or in accordance with the directions of a termination fee (the “Termination Fee”) equal to three times the sum final order or judgment 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 period immediately preceding the most recently completed fiscal quarter prior to the date a court of terminationcompetent jurisdiction. The obligation of the Company to pay the Termination Fee If a successor custodian shall survive the be appointed as herein provided upon termination of this Agreement. (c) No later than 180 days prior , the Custodian shall transfer all Trust Account Property to the expiration designated account of the Initial Term successor custodian physically or Renewal Termin the appropriate book-entry system, if feasible, and thereupon the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement Custodian shall not be renewed discharged from any and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)all further responsibility hereunder.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 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 on the 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 revised 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 This Agreement shall remain in force until the end of such 60-day period and (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum earlier of (i) the average annual Base Management Fee and Termination Date, (ii) the average annual Incentive Fee, date specified in each case earned a written notice by the Manager USA Customer that they intend to terminate this Agreement which date shall be no less than thirty (30) days following the receipt by IBM Credit of such written notice, and (iii) termination by Lenders after the occurrence and during the 24-month period immediately preceding the most recently completed fiscal quarter prior to continuance of an Event of Default. Upon the date that this Agreement is terminated, all of termination. The obligation of the Company to pay the Termination Fee Customers' Obligations shall survive the termination be immediately due and payable in their entirety, notwithstanding any other provisions of this Agreement. (cB) No later than 180 days Until the payment in full of all of Customers' Obligations, 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 obligated to, upon the request of Applicable Customer, continue to provide Advances hereunder. (C) In the event of the payment in full of all of the then Outstanding Advances and the termination of the Credit Line, each Applicable Lender shall provide USA Customer with all such documentation (including, without limitation, the execution and delivery of 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 Person. (D) A prepayment premium, shall be payable by USA Customer to IBM Credit in the event that the USA Customer terminates the Credit Line prior to the expiration third anniversary of the Initial Term or Renewal TermClosing Date, the Manager may deliver written notice in an amount equal to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager Eighty Five Million Dollars multiplied by (i) if the Manager terminates this Agreement pursuant termination occurs on a date that is between the Closing Date to this Section 13(cand 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) Until The term of this Agreement is shall be from the Effective Date through September 30, 2023, unless earlier terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 or extended by mutual written agreement (the “Initial Term”) and shall ). This Agreement may be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of terminated prior to its expiration in the Independent Directors agree that following manner: (i) there by Voyager at any time immediately upon written notice to Consultant if Consultant has been unsatisfactory performance by materially breached this Agreement, the Manager that Transition, Separation and Release of Claims Agreement between Consultant and Voyager to which this Consulting Agreement is materially detrimental to attached as Exhibit C (the Company and “Separation Agreement”), or the Subsidiaries or Restrictive Covenants Agreement referenced in the Separation Agreement; (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, by Consultant at any time immediately upon written notice if Voyager has materially breached this Agreement or the amount thereof, is unfair to Separation Agreement; (iii) at 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 time upon the expiration mutual written consent of the Initial Term or both parties; (iv) by Voyager at any Renewal Term time without cause upon at least 180 not less than thirty (30) days’ prior written notice to Consultant, or by Consultant at any time without cause upon not less than thirty (30) days’ prior written notice to Voyager; or (v) automatically upon (x) Consultant’s failure to timely sign the Manager Additional Release (as defined in the “Termination Notice”Separation Agreement), (y) Consultant’s revocation of the Additional Release, or (z) the death, physical incapacitation or mental incompetence of Consultant. If the Company issues the Termination Notice, the Company Any expiration or termination of this Agreement shall be obligated without prejudice to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to any obligation of 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 Termination Date”); provided, however, party 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 has accrued prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice effective date of Proposal to Negotiate”) expiration or termination. Upon expiration or termination 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 neither Consultant nor Voyager will have any further obligations 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 on the terms stated in this Agreement, except that the compensation payable (a) Consultant will terminate all Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed 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 revised compensation to be payable to the Manager during such 60-day periodVoyager, 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 (B) the Effective Termination Date originally set forth unless Voyager specifies in the Termination Notice. notice of termination that Services in progress should be completed; (b) In recognition Consultant will deliver to Voyager all Work Product (defined below) made through expiration or termination; (c) Voyager will pay Consultant any monies due and owing Consultant, up to the time of the upfront effort required by the Manager termination or expiration, for Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to structure Voyager all Voyager Property (defined below) and acquire the assets of the Company other Confidential Information (defined below) 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 copies thereof provided to Consultant under this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee ; and (the “Termination Fee”) equal to three times the sum of (ie) the average annual Base Management Fee terms, conditions and (ii) the average annual Incentive Fee, in each case earned by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall obligations under Sections 2 and 4 through 14 will survive the expiration or termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]the date that is one (1) years after the date hereof, 2012 (the “Initial Term”) and shall be thereafter on each anniversary of such date deemed renewed automatically renewed each year for a an additional one-year term each anniversary date thereafter period unless (i) a “Renewal Term”) unless majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) a simple majority of the compensation Independent Directors agree that the Management Fee payable to the ManagerManager is unfair; provided, 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 foregoing 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 have determined to be fair pursuant to fair. If the procedure set forth below. The Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term original term or any Renewal Term upon at least 180 days’ 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) of this Agreement not less than 60 days prior to the Manager (expiration of the “Termination Notice”)then existing term. If the Company issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 date (the “"Effective Termination Date”"), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation the Management Fee by delivering to the Company, no fewer than 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 on the 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 revised 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 (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).this

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]December 31, 2012 (the “Initial Term”) and shall 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 ManagerManager under this Agreement is unfair; provided, 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that If the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 60 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company Company, the TRS and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company Company, the TRS and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 6045-day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 days following the end of such 6045-day period and (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(a14(a) or Section 14(b16(b) of this Agreement, the Company shall pay pay, or cause the TRS to pay, to the Manager, on the date on which such termination is effective, a termination fee (the “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 paid to 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 calendar quarter prior to the date of termination. The obligation of the Company to pay pay, or cause the TRS to pay, the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall is not be required to pay pay, or cause the TRS to pay, to the Manager the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c14(c). (d) If this Agreement is terminated pursuant to Section 14, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 10, 11, 14(b), 16(b), and 17 of this Agreement. In addition, Sections 12 and 24 of this Agreement shall survive termination of this Agreement. In connection with any Termination, the Manager shall cooperate with the Company and the Subsidiaries with respect to the orderly transition of the duties hereunder to a new manager or an internal management team.

Term Termination. (a) Until this Agreement is terminated in accordance with its termsThis Lease and the parties' respective rights, this Agreement obligations and liabilities hereunder shall be in effect until [ ] [ ], 2012 (effective from "the “Initial Term”) commencement date". The Lessor shall deliver free and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds vacant possession of the Independent Directors agree that (i) there has been unsatisfactory performance Demised Premises to the Lessee on the date of execution of this lease 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 Manager that Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the Lessor 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 unable 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 Occupancy Certificate on or before the last day of the Initial Term or Renewal Term (the “Effective 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 unfair15th January 2004, the Manager Lessee shall have the right to renegotiate such compensation by delivering to suspend 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 payment of the Independent Directors agree to Rent until the terms production 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination NoticeProvisional Occupancy Certificate. (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) The term of this AgreementLease shall be initially for a period of 14 1/2 (FOURTEEN AND A HALF) MONTHS, commencing from the Company Commencement Date and ending at: 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall pay mutually agree to renew the Manager, lease for further period (s) on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal same terms and conditions as mentioned herein subject to three times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, an increase in each case earned by the Manager during the 24-month period immediately preceding 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 Agreementlease rent as mentioned in Section 4 below. (c) No later than 180 days 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 written notice of such intention to the Lessor at least 3 (three) months prior to the expiration expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Initial Term 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 Renewal Termat 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 Manager may deliver written notice aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the Company informing it other /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx d legal rights of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery aggrieved party in respect of such notice. The Company shall not be required to pay breach by the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)party committing such breach.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]July 31, 2012 2023 (the “Initial Current Term”) and shall 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 that not to automatically renew because (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 ManagerManager hereunder is unfair; provided, 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Current Term or any Renewal Term upon at least 180 days’ as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 and eighty (180) days prior to the expiration of the then existing term. If the Company issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 forty-five (45) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the 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 revised compensation to be payable to the Manager during such 60forty-five (45) day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 ten (10) days following the end of such 60forty-five (45) day period and (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(b15(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 three the amount of four times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case Compensation earned by the Manager during the 24two 12-month period 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 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 180 one hundred and eighty (180) days prior to the expiration of the Initial Current Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on upon expiration of the anniversary date then current term. (d) If this Agreement is terminated pursuant to Section 13 or Section 15 hereof, such termination 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) (including the provisions of Exhibit B) and 11 of this Agreement next following the delivery shall survive termination of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)Agreement.

Term Termination. (a) Until A. Unless terminated as hereinafter provided, the initial term of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be Three (3) years. This Agreement shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds as of the Independent Directors agree that day following the end of such Initial Term and at each subsequent anniversary thereof for successive renewal terms of one (i1) 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 year each. Either party shall not have the right however, 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 without cause effective as 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 any subsequent anniversary thereof by giving at least sixty (60) days prior written notice of termination to the other party. Merchant agrees that, in order for Merchant to terminate this Agreement prior to the end of the Initial Term or any subsequent renewal term, Merchant must pay any Early Termination Fee applicable pursuant to the Fee Schedule. B. This Agreement shall be terminated automatically (the “Effective Termination Date”); provided, however, that i) in the event of the insolvency, ISO/Bankruptcy, or appointment of a receiver for the other party to this 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 such Termination Notice there is given an unacceptable level of risk from the processing of Merchant’s Card transactions, or (iv) upon the termination of ISO/Bank’s membership in connection a Card Association (provided that termination of ISO/Bank’s membership with a determination that particular Card Association shall terminate this Agreement only with respect to such services and this Agreement shall remain in effect with respect to all non-terminated Card Associations). C. Notwithstanding the compensation payable to the Manager is unfairforegoing, the Manager ISO/Bank shall have the right to renegotiate terminate this Agreement at any time effective immediately by giving notice of such compensation termination to Merchant if (i) Merchant shall be in default of any of its duties or obligations 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 delivering 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 the Company, no fewer than 60 days time owed to ISO/Bank. D. Any liability of a party arising prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice termination 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 on the 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 revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such survive termination to be effective on the date that is the later of (A) 10 days following the end of such 60-day period and (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 pay to the Managerincluding, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of without limitation: (i) Merchant’s obligations to pay chargeback liabilities for all transactions that occurred prior to the average annual Base Management Fee termination of the Agreement, even if the chargeback is processed or presented after the date of termination; and (ii) the average annual Incentive Feeall of Merchant’s existing obligations, warranties, and agreements with respect to Card Items delivered before such termination, credit vouchers executed in each case earned connection therewith, and continuing obligations imposed by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior governmental regulations or Operating Regulations. Notwithstanding anything in this Agreement to the date contrary, ISO/Bank’s security interest in the Account granted by Merchant in Section 4 of termination. The obligation this Agreement, ISO/Bank’s right to debit the Account as set forth in Section 4 of the Company to pay the Termination Fee this Agreement, ISO/Bank’s general right of setoff, and Merchant’s indemnification obligations set forth in Section 9 of this Agreement shall survive the termination of this Agreement. (c) No later than 180 days prior . The right of Merchant to the expiration of the Initial Term or Renewal Termgenerate and submit Card Items under this Agreement representing debits, the Manager may deliver written notice and to the Company informing it of the Manager’s intention to decline to renew use equipment, advertising, and forms provided under this Agreement, whereupon other than in fulfilling Merchant’s continuing obligations as hereinabove specified, will cease immediately upon termination of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date Agreement. Within thirty (30) days after termination of this Agreement next following the delivery of such notice. The Company Merchant shall not be required to pay the Termination Fee return 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 Manager if the Manager terminates address specified in this Agreement pursuant for notices to this Section 13(c)ISO/Bank.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]December 31, 2012 2006 (the “Initial Term”) and shall 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 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, Manager hereunder is unfair to any of the Company Partiesunfair; 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the 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 revised compensation to be payable to the Manager during such 60-45 day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 ten (10) days following the end of such 60-45 day period and (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three the amount of four times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case Compensation earned by the Manager during the 24two 12-month period 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) No later than 180 days prior to the expiration anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates . (d) If this Agreement is terminated pursuant to this Section 13(c)13, such termination 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(g) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Participation Agreement shall be have a term ending on the Additional Credit Line Termination Date (as such term is defined in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”Amendment No. 2) unless terminated by North Mill at least two-thirds any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental parties hereto with respect to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form all amounts advanced hereunder as of base management fees and incentive fees, or the amount thereof, is unfair to any such Additional Credit Line Termination Date. As 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 effective date set forth below. The Company may elect not in such notice, Participant shall cease 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) make and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective 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 North Mill 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 cease to be payable obligated 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticeaccept additional contributions hereunder. (b) In recognition Notwithstanding the foregoing; this Participation Agreement shall be 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 upfront effort required by 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 Manager to structure and acquire the assets commencement 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 pay to the Manager, any such Bankruptcy Case on the date on which such termination is effective, a termination fee (the “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 period immediately preceding the most recently completed fiscal quarter same basis as prior to the date of terminationthe 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 Agreements or use of cash collateral by Borrower as a debtor-in-possession. The obligation 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 Company Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue with respect to pay the Termination Fee DIP Financing and Participant shall survive have all of the termination of rights and obligations with respect to the DIP Financing as are set forth in this Agreement. (c6.2 North Mill shall have the option as of the effective date of such notice described in Section 6.1(a) No later than 180 days prior 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. The parties shall thereupon be relieved of any further liability to the expiration 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 Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company notice and such additional Transactions shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)for North Mill’s own account, and Participant shall have no rights or interest therein or liability therefor.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]December 31, 2012 2008 (the “Initial Term”) and shall 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 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, Manager hereunder is unfair to any of the Company Partiesunfair; 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the 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 revised compensation to be payable to the Manager during such 60-45 day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 ten (10) days following the end of such 60-45 day period and (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three equal to four times the sum of (ia) the average annual Base Management Fee and (iib) the average annual Incentive Fee, in each case Compensation earned 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. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates . (d) If this Agreement is terminated pursuant to this Section 13(c)13, such termination 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(f) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. 2.1 The initial term of this Agreement (athe "Initial Term") Until shall commence on the date of this Agreement (the "Commencement Date"), and shall end at midnight on the seventy-fifth (75th) day following the Commencement Date, unless this Agreement is sooner terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 pursuant 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 belowprovision hereof. The Company may elect not to renew this Agreement upon 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 NoticeTerm, 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 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 Sublessee shall have the right to renegotiate such compensation by delivering renew the term of this Agreement for an additional period, if any, (the "Renewal Term") equal to the Company, no fewer than 60 days prior to amount of time Sublessor occupies the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation premises under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, Master Lease following 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 expiration of the Independent Directors agree Initial Term, such Renewal Term not to exceed thirty (30) days. During the terms of Renewal Term, Sublessee shall pay to Sublessor rent at the revised compensation to be payable to applicable rate set forth in the Manager within 60 days following Master Lease for the receipt of Sublet-Premises or the Notice of Proposal to Negotiate, portion thereof being occupied by Sublessee during 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 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 sameRenewal Term. In the event that Sublessee exercises its Renewal Term option hereunder, Sublessor shall provide to Sublessee ten (10) days advance written notice of date Sublessor shall cease to occupy the Company premises under the Master Lease. The Initial Term and the Manager are unable Renewal Term, if any, shall be referred to agree to collectively herein as the terms of "Term". Sublessee shall vacate the revised compensation to be payable to the Manager during such 60Sublet-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (A) 10 days following Premises at the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination NoticeTerm. (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) 2.2 Notwithstanding any other provision of this Agreement, the Company Sublessee may at its sole discretion, but shall pay to the Managernot be obligated to, on the date on which such termination is effective, a termination fee (the “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 terminate this Agreement at any time during the 24-month period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager effective upon such date as Sublessee may deliver establish by written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)Sublessor.

Term Termination. (a) Until this This Agreement is may be terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall 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 Issuer by an instrument in writing delivered or mailed, postage prepaid, to the Company Custodian and the Subsidiaries Indenture Trustee, such termination to take effect on the date of such delivery or (ii) receipt by 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 Termination Date”)Custodian; provided, however, that in the event that such Termination Notice is given in connection with until a determination that the compensation payable to the Manager is unfair, the Manager successor custodian 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 been appointed by the Company of a Notice of Proposal to NegotiateIssuer, the Company (represented by the Independent Directors) and the Manager Custodian shall endeavor to negotiate in good faith have transferred the revised compensation payable to the Manager under this Agreement. Provided that the Manager Financial Assets 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 Negotiateother Property as provided below, 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 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticeeffect. (b) In recognition This Agreement may be terminated by the Custodian by an instrument in writing delivered or mailed, postage prepaid, to the Issuer and the Indenture Trustee (with a copy to the Rating Agencies), such termination to take effect not sooner than (i) thirty (30) days after the date of such delivery or mailing if Wilmington Trust Company is being replaced as Indenture Trustee under the Indenture, or (ii) ninety (90) days after the date of such delivery or mailing; provided, however, that until a successor 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 not appointed by the Issuer within ninety (90) days of the upfront effort required delivery by the Manager to structure and acquire the assets Custodian of the Company and the Subsidiaries and the commitment its notice 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) termination of this Agreement, the Company Indenture Trustee acting alone shall pay designate such successor custodian, in writing delivered to the ManagerIssuer and the Custodian, on selected from among the date on which such termination is effective, ten largest commercial banks (in terms of deposit) in New York City or in accordance with the directions of a termination fee (the “Termination Fee”) equal to three times the sum final order or judgment 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 period immediately preceding the most recently completed fiscal quarter prior to the date a court of terminationcompetent jurisdiction. The obligation of the Company to pay the Termination Fee If a successor custodian shall survive the be appointed as herein provided upon termination of this Agreement. (c) No later than 180 days prior , the Custodian shall transfer all Property to the expiration designated account of the Initial Term successor custodian physically or Renewal Termin the appropriate book-entry system, if feasible, and thereupon the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement Custodian shall not be renewed discharged from any and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)all further responsibility hereunder.

Term Termination. (a) Until A. Unless terminated as hereinafter provided, the initial term of this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be Three (3) years. This Agreement shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds as of the Independent Directors agree that day following the end of such Initial Term and at each subsequent anniversary thereof for successive renewal terms of one (i1) 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 year each. Either party shall not have the right however, 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 without cause effective as 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 any subsequent anniversary thereof by giving at least sixty (60) days prior written notice of termination to the other party. Xxxxxxxx agrees that, in order for Merchant to terminate this Agreement prior to the end of the Initial Term or any subsequent renewal term, Merchant must pay any Early Termination Fee applicable pursuant to the Fee Schedule. B. This Agreement shall be terminated automatically (the “Effective Termination Date”); provided, however, that i) in the event of the insolvency, ISO/Bankruptcy, or appointment of a receiver for the other party to this 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 such Termination Notice there is given an unacceptable level of risk from the processing of Merchant’s Card transactions, or (iv) upon the termination of ISO/Bank’s membership in connection a Card Association (provided that termination of ISO/Bank’s membership with a determination that particular Card Association shall terminate this Agreement only with respect to such services and this Agreement shall remain in effect with respect to all non-terminated Card Associations). C. Notwithstanding the compensation payable to the Manager is unfairforegoing, the Manager ISO/Bank shall have the right to renegotiate terminate this Agreement at any time effective immediately by giving notice of such compensation termination to Merchant if (i) Merchant shall be in default of any of its duties or obligations 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 delivering 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 the Company, no fewer than 60 days time owed to ISO/Bank. D. Any liability of a party arising prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice termination 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 on the 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 revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such survive termination to be effective on the date that is the later of (A) 10 days following the end of such 60-day period and (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 pay to the Managerincluding, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of without limitation: (i) Merchant’s obligations to pay chargeback liabilities for all transactions that occurred prior to the average annual Base Management Fee termination of the Agreement, even if the chargeback is processed or presented after the date of termination; and (ii) the average annual Incentive Feeall of Merchant’s existing obligations, warranties, and agreements with respect to Card Items delivered before such termination, credit vouchers executed in each case earned connection therewith, and continuing obligations imposed by the Manager during the 24-month period immediately preceding the most recently completed fiscal quarter prior governmental regulations or Operating Regulations. Notwithstanding anything in this Agreement to the date contrary, ISO/Bank’s security interest in the Account granted by Merchant in Section 4 of termination. The obligation this Agreement, ISO/Bank’s right to debit the Account as set forth in Section 4 of the Company to pay the Termination Fee this Agreement, ISO/Bank’s general right of setoff, and Xxxxxxxx’s indemnification obligations set forth in Section 9 of this Agreement shall survive the termination of this Agreement. (c) No later than 180 days prior . The right of Merchant to the expiration of the Initial Term or Renewal Termgenerate and submit Card Items under this Agreement representing debits, the Manager may deliver written notice and to the Company informing it of the Manager’s intention to decline to renew use equipment, advertising, and forms provided under this Agreement, whereupon other than in fulfilling Merchant’s continuing obligations as hereinabove specified, will cease immediately upon termination of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date Agreement. Within thirty (30) days after termination of this Agreement next following the delivery of such notice. The Company Merchant shall not be required to pay the Termination Fee return 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 Manager if the Manager terminates address specified in this Agreement pursuant for notices to this Section 13(c)ISO/Bank.

Term Termination. (a) Until The term of this Agreement is terminated in accordance with its terms, this Employment Agreement shall be in effect until [ ] [ ], 2012 commence on the first date when Employee reports for work for the Company after the date hereof (the “Initial Term”"Effective Date") and shall be automatically renewed continue thereafter for a one-year term each anniversary date thereafter period of three (a “Renewal Term”3) unless years, subject to the terms and conditions herein stated; provided that Employee may terminate this Agreement at any time hereafter by giving the Company at least two-thirds of the Independent Directors agree that fourteen (14) days' prior written notice. If Employee voluntarily terminates this Agreement: (i) there has been unsatisfactory performance by Company shall have no further financial liability to Employee beyond the Manager that is materially detrimental to the Company effective date of such termination, and the Subsidiaries or (ii) the compensation payable to the ManagerEmployee's equity interest, if any, in the form entity described in Paragraph 3(c) shall be conveyed, transferred and assigned, without reservation, to the Company. (b) If during the term 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 Employee is prevented for a continuous period of thirty (ii30) above if days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then 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 Company, on seven days’ ' prior written notice to the Manager (Employee, may terminate this Agreement. In the “Termination Notice”event of a termination pursuant to this paragraph 4(b). 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) relieved 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 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”) all of its intention to renegotiate its compensation obligations 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 on the terms stated in this Agreement, except that that: (i) the compensation payable Company shall pay to the Manager 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 revised compensation then agreed upon by the parties to this Agreement. The Company equity interest described in Paragraph 3(c) hereof, 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 (iii) to the terms of the revised 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 (B) the Effective Termination Date originally set forth extent provided in the Termination NoticePlan, to exercise the Options described in Paragraph 3(b) hereof. (bc) In recognition of The Company may at any time discharge the upfront effort required by Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Manager to structure and acquire Employee or his spouse or estate, except for the assets obligation of the Company and to pay the Subsidiaries and Employee's wages earned to the commitment date 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) discharge. For purposes of this Agreement, the Company shall pay have "Cause" to terminate the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of Employee's employment upon (i) the average annual Base Management Fee and gross negligence of the Employee in performing his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the average annual Incentive Fee, in each case earned willful engaging by the Manager during Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the 24-month period immediately preceding effect of damaging the most recently completed fiscal quarter prior to the date of termination. The obligation reputation of the Company to pay or its business, (iii) breach of fiduciary duty as an officer and/or director of the Termination Fee shall survive Company, (iv) the termination violation by the Employee of any material provision of this Agreement. (c) No later than 180 days prior , including but not limited to the expiration provisions of the Initial Term Sections 5, 6, 7, 8 or Renewal Term, the Manager may deliver written 10 hereof; or (v) after 30 days notice to from the Company informing it of the Manager’s intention to decline to renew this Agreementafter June 30, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager 1996 if the Manager terminates this Agreement pursuant breast cancer detection license company described in Paragraph 3(c) fails to this Section 13(c)be formed (or a substitute business venture commenced) and the China Project has not commenced.

Term Termination. (a) Until this Agreement is Unless sooner terminated in accordance with its termsthe remaining provisions of this Section, the term of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) shall commence on the Effective Date and shall 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 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 on for a period of twelve (12) months from the terms stated in this Agreementcommencement of the Services, except that the compensation payable to the Manager and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the revised compensation then agreed upon by the parties other Party with a notice of non-renewal at least sixty (60) days prior 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 revised 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 60the then-day period and current Term. Not less than ninety (B90) 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term 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 Renewal provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the Manager may deliver 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 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 Company informing it end of the Manager’s intention to decline to renew this Agreementthen-current Term, whereupon the Term of this Agreement shall not be renewed and 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 PFAO, 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 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 PFAO at the compensation contemplated in Appendix B until a successor CCO or 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 shall terminate effective on (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 anniversary date 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 next following the delivery and fails to cure such default within five (5) days after being given written notice of such notice. The Company shall not be required payment default; (B) Client on three (3) or more occasions fails to pay 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 Termination Fee to scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the Manager if critical nature of the Manager terminates this Agreement advice, PINE’s recommended course of action, and XXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 13(c12, 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, 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) Until this Agreement is Unless sooner terminated in accordance with its termsthe remaining provisions of this Section, the term of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) shall commence on the Effective Date and shall 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 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 on for a period of twelve (12) months from the terms stated in this Agreementcommencement of the Services, except that the compensation payable to the Manager and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the revised compensation then agreed upon by the parties other Party with a notice of non-renewal at least sixty (60) days prior 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 revised 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 60the then-day period and current Term. Not less than ninety (B90) 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term 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 Renewal provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the Manager may deliver 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 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 Company informing it end of the Manager’s intention to decline to renew this Agreementthen-current Term, whereupon the Term of this Agreement shall not be renewed and 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 shall terminate effective on (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 anniversary date 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 next following the delivery and fails to cure such default within five (5) days after being given written notice of such notice. The Company shall not be required payment default; (B) Client on three (3) or more occasions fails to pay 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 Termination Fee to scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the Manager if critical nature of the Manager terminates this Agreement advice, PINE’s recommended course of action, and XXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 13(c12, 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, 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. Employee's employment with Employer will commence on May 8th, 2000 (the "Effective Date") and shall continue for a period of two (2) years. Notwithstanding the foregoing, this Employment Agreement shall terminate upon the earliest to occur of the following: (a) Until Employer terminates this Employment Agreement is terminated in accordance with its termsfor Cause, this Agreement shall be in effect until [ ] [ ], 2012 upon thirty (the “Initial Term”30) and shall 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’ days prior written notice to the Manager (the “Termination Notice”)Employee. If the Company issues the Termination NoticeFor purposes of this Employment Agreement, the Company "Cause" shall be obligated to defined as (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (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 detriment of the first sentence Employer; (iii) conduct which is detrimental to the reputation, goodwill or business operation of Employer; (iv) Employee's misfeasance, nonfeasance or malfeasance in the performance of his duties; (v) Employee's failure or refusal to comply with the lawful directions of Employer's Board of Directors or with the policies, standards and regulations of the Employer; or (vi) Employee's breach of Sections 4, 5, 6, 7, and 9 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 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 Employment 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 on the 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 Employee's employment is terminated for Cause, Employer's obligation to agree to the terms pay Employee's salary, fringe benefits or any other element of compensation will immediately cease as of the revised compensation date of termination of employment, including but not limited to, all payments and benefits listed in Schedule A hereto or any amendment to be payable this Employment Agreement. Employer will have no further obligation 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 (B) the Effective Termination Date originally Employee other than as set forth in the Termination Noticethis subparagraph. (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its termsThis Lease and the parties' respective rights, this Agreement obligations and liabilities hereunder shall be in effect until [ ] [ ], 2012 (effective from "the “Initial Term”) commencement date". The Lessor shall deliver free and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds vacant possession of the Independent Directors agree that (i) there has been unsatisfactory performance Demised Premises to the Lessee on the date of execution of this lease 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 Manager that Municipal Corporation of Hyderabad (MCH) or any other competent authority in this respect on or before December 1st January 2004. In the event, the Lessor 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 unable 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 Occupancy Certificate on or before the last day of the Initial Term or Renewal Term (the “Effective 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 unfair15th January 2004, the Manager Lessee shall have the right to renegotiate such compensation by delivering to suspend 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 payment of the Independent Directors agree to Rent until the terms production 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination NoticeProvisional Occupancy Certificate. (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) The term of this Agreement, Lease shall be initially for a period of 14 1/2 (fourteen and a half) months commencing from the Company Commencement Date and ending at 11:59 p.m. on 15th March 2005 (the "Expiration Date"). The Parties shall pay mutually agree to renew the Manager, lease for further period (s) on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal same terms and conditions as mentioned herein subject to three times the sum of (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, an increase in each case earned by the Manager during the 24-month period immediately preceding 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 Agreementlease rent as mentioned in Section 4 below. (c) No later than 180 days 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 written notice of such intention to the Lessor at least 3 (three) months prior to the expiration expiry of this Lease. (d) In the event the parties are not desirous of seeking extension of the Initial Term 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 Renewal Termat 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 Manager may deliver written notice aggrieved party shall have the option to forthwith terminate the Lease. This would be without prejudice to the Company informing it other /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx d legal rights of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery aggrieved party in respect of such notice. The Company shall not be required to pay breach by the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)party committing such breach.

Term Termination. (a) Until this Agreement is terminated in accordance NC’s obligations hereunder with its terms, this Agreement shall be in effect until [ ] [ ], 2012 (respect to any Transition Service will expire on the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds earliest 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 date Buyer terminates such Transition Service as contemplated below, (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 Termination Date”)Transition Period; provided, however, that in the event that such Termination Notice is given Buyer determines, in connection with a determination its sole discretion, that it requires NC to continue to provide any of the compensation payable to Transition Services after the Manager is unfair, expiration of 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 Transition Period (any such notice, a “Notice of Proposal to NegotiateFurther Term”) 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 it shall endeavor to negotiate notify NC 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 Negotiatewriting, the Termination Notice which notice shall be deemed of delivered 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 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 revised 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 (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later less than 180 thirty days prior to the expiration of the Initial Term or Renewal TermTransition Period, indicating is electing to make an extension to the Transition Period, which extension shall not extend beyond twelve (12) months from the Commencement Date (the “Final Termination Date”). For the avoidance of doubt, unless otherwise agreed to the parties in writing, the Manager terms and conditions of this Agreement applicable to the Transition Services shall continue to apply for the Further Term. 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 Further Term in accordance with foregoing, notwithstanding any finite period referred to elsewhere in this Agreement. Buyer may deliver terminate the provision of Transition Services hereunder by any specified Personnel or NC as a whole, prior to the Final Termination Date, at any time upon at least thirty (30) days’ prior written notice to the Company informing it NC. Buyer shall, as of expiration or earlier termination of the ManagerTransition 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 NC to 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 set forth in Exhibit D. In addition, 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, at its option, to terminate this Agreement upon thirty (30) days advance written notice in the event that Buyer defaults in the performance of any covenant, agreement, term or provision of this Agreement to be performed by Buyer and such default is not remedied during such 30-day period, provided that the notice and cure period applicable to Buyer’s intention failure to decline pay when due any NC invoice in respect of Transition Services shall be five (5) Business Days. Buyer shall use commercially reasonable efforts to renew transition the Transition Services provided under this Agreement, whereupon Agreement to its own operations as promptly as practical and prior to the Final Termination Date. No provision of this Agreement shall not affect, be renewed and extended and this Agreement shall terminate effective on construed as, or operate as a waiver of the anniversary date right of the party aggrieved by any breach of this Agreement next following the delivery to be compensated for any injury or damage resulting therefrom which is incurred either before or after termination of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)Agreement.

Term Termination. (a) Until this Agreement is Unless sooner terminated in accordance with its termsthe remaining provisions of this Section, the term of this Agreement shall be in effect until [ ] [ ], 2012 (the “Initial Term”) shall commence on the Effective Date and shall 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 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 on for a period of twelve (12) months from the terms stated in this Agreementcommencement of the Services, except that the compensation payable to the Manager and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the revised compensation then agreed upon by the parties other Party with a notice of non-renewal at least sixty (60) days prior 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 revised 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 60the then-day period and current Term. Not less than ninety (B90) 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding 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) No later than 180 days prior to the expiration of the Initial Term 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 Renewal provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the Manager may deliver 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 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 Company informing it end of the Manager’s intention to decline to renew this Agreementthen-current Term, whereupon the Term of this Agreement shall not be renewed and 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 shall terminate effective on (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 anniversary date 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 next following the delivery and fails to cure such default within five (5) days after being given written notice of such notice. The Company shall not be required payment default; (B) Client on three (3) or more occasions fails to pay 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 Termination Fee to scope of Services for which XXXX is responsible within fifteen (15) days of receiving written notice from PINE identifying the Manager if critical nature of the Manager terminates this Agreement advice, XXXX’s recommended course of action, and PINE’s basis for concluding that implementing such course of action is necessary or appropriate. (c) Upon a termination pursuant to this Section 13(c12, 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, 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) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 the third anniversary of completion of the Listing (the “Initial Term”) and shall 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 Manager Advisor 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, Advisor hereunder is unfair to any of the Company Partiesunfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ as set forth above, the Company shall deliver to the Advisor prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 Manager Advisor is unfair, the Manager Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, the Company (represented by the Independent Directors) and the Manager Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Manager Advisor under this Agreement. Provided , provided that the Manager Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager Advisor within 60 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager Advisor are unable to agree to the terms of the revised compensation to be payable to the Manager Advisor during such 6045-day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 days following the end of such 6045-day period and (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 Advisor to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the ManagerAdvisor, 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 pay to the ManagerAdvisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of (i) the average annual Base Management Advisory Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager Advisor during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter year prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration anniversary date of the Initial Term or this Agreement of any year during a Renewal Term, the Manager Advisor may deliver written notice to the Company informing it of the ManagerAdvisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall is not be required to pay to the Advisor the Termination Fee to the Manager if the Manager Advisor terminates this Agreement pursuant to this Section 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 20 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement (A) shall be in effect until [ ] [ ]December 31, 2012 2008 (the “Initial Term”), and (B) and 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 that (i) not to automatically renew because 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 ManagerManager hereunder is unfair; provided, 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 date (the “Effective Termination Date”), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 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 the 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 that which is the later of (A) 10 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 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(b15(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 (i) the average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case Compensation earned by the Manager during the 2412-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. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 one hundred eighty (180) days prior to the expiration of the Initial Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on upon expiration of the anniversary date of then current term. (d) If this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement is terminated pursuant to this Section 13(c13, such termination 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) (including the provisions of Exhibit B), 8(k) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until The term of this Agreement is terminated in accordance with its terms, this Employment Agreement shall be in effect until [ ] [ ], 2012 commence on the first date when Employee reports for work for the Company after the date hereof (the “Initial Term”"Effective Date") and shall be automatically renewed continue thereafter for a one-year term each anniversary date thereafter period of three (a “Renewal Term”3) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental years, subject to the Company terms 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 Partiesconditions herein stated; provided that the Company shall not have the right to Employee may terminate this Agreement under clause at any time hereafter by giving the Company at least fourteen (ii14) above if days' prior written notice. If Employee voluntarily terminates this Agreement, Company shall have no further financial liability to Employee beyond the Manager agrees to continue to provide effective date of such termination. (b) If during the services under term of this Agreement at Employee is prevented for a reduced fee that at least two-thirds continuous period of ninety (90) days from performing his duties hereunder by reason of physical or mental disability ("Disability"), then 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 Company, on seven days’ ' prior written notice to the Manager (Employee, may terminate this Agreement. In the “Termination Notice”event of a termination pursuant to this paragraph 4(b). If the Company issues the Termination Notice, the Company shall be obligated to relieved of all of its obligations under this Agreement, except that: (i) specify the reason for nonrenewal in Company shall pay to the Termination Notice (pursuant to either clause (i) or (ii) Employee that portion of the first sentence of this paragraph) Employee's wages earned and accrued by Employee prior to Employee's termination, and (ii) pay to the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that extent provided in the event that such Termination Notice is given Plan, to exercise the Options described 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”Paragraph 3(c) 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticehereof. (bc) In recognition of The Company may at any time discharge the upfront effort required by Employee for Cause (as hereinafter defined) and terminate this Agreement without any further liability hereunder to the Manager to structure and acquire Employee or his spouse or estate, except for the assets obligation of the Company and to pay the Subsidiaries and Employee's wages earned to the commitment date 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) discharge. For purposes of this Agreement, the Company shall pay have "Cause" to terminate the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of Employee's employment upon (i) the average annual Base Management Fee and gross negligence of the Employee in performing his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), (ii) the average annual Incentive Fee, in each case earned willful engaging by the Manager during Employee in conduct amounting to fraud or embezzlement or any other act by Employee which is negligently or willfully performed which has the 24-month period immediately preceding effect of damaging the most recently completed fiscal quarter prior reputation of the Company or its business, (iii) breach of fiduciary duty as an officer and/or director of the Company, (iv) the violation by the Employee of any material provision of this Agreement, including but not limited to the date provisions of Sections 5, 6, 7, 8 or 10 hereof. Except for voluntary termination by the employee, the 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 bonus amount or (2) years salary, whichever is greater at the time of termination. The obligation This will also include (18) months of paid medical/dental insurance by the Company to pay the Termination Fee shall survive the termination of this Agreementcompany. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, The original term of this Agreement shall be in effect until [ ] [ ]commence with (PBW)'s acceptance hereof (as evidenced by an authorized signature hereon), 2012 (the “Initial Term”) and it shall be automatically renewed continue for a oneperiod of three (3) years after the date on which Merchant's first Sales Data is presented to (PBW). Such term shall automatically renew for successive three-year term periods at the end of the original and each anniversary date thereafter (a “Renewal Term”) unless renewal term, until terminated by either party by giving written notice of non-renewal to the other party at least two-thirds of the Independent Directors agree that sixty (i60) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company days and the Subsidiaries or no more than ninety (ii90) 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 days before the expiration of the Initial Term or 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 Renewal Term lawful termination of the EDS Agreement, Merchant may terminate this Agreement prior to the expiration of the term hereof upon at least 180 days’ 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 Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to following events: (i) specify any noncompliance by Merchant with this Agreement, the reason for nonrenewal in Rules or the Termination Notice Operating Procedures which, provided there is no fraud involved, is not cured within thirty (pursuant to either clause (i30) or 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 first sentence date of this paragraphtermination) shall survive such termination and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective 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 on the 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 revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, as if such termination to be effective on the date that is the later had not occurred. Upon notice of (A) 10 days following the end of such 60-day period and (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) any termination of this Agreement, the Company (PBW) shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation notify merchant of the Company estimated aggregate dollar amount of Merchant's chargebacks and other obligations and liabilities that (PBW) reasonably anticipates subsequent to pay the Termination Fee termination, and Merchant shall survive the immediately deposit such amount with or provide a letter of credit to (PBW) or (PBW) may withhold such amounts from credits to Merchant. (PBW) is authorized to hold such funds for a reasonable period not to exceed ten months after termination of this Agreement. (c) No later than 180 days prior . Merchant shall have no rights to the expiration such funds until all of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon its obligations under this Agreement shall not be renewed are satisfied and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery (PBW) may receive out of such notice. The Company shall not be required funds those amounts which are or become due to pay the Termination Fee to the Manager if the Manager terminates this Agreement (PBW) pursuant to this Section 13(c)Agreement.

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) Until this Agreement is terminated in accordance with its termsa payment default by BUYER, this Agreement shall be in effect until [ ] [ ], 2012 which has not been cured within ten (the “Initial Term”10) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds days of the Independent Directors agree that 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) there has been unsatisfactory performance upon the institution by or against any Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the Manager that is materially detrimental to the Company and the Subsidiaries or settlement of such Party’s debts, (ii) upon such Party becoming insolvent, (iii) upon such Party making an assignment for the compensation payable to the Manager, in the form benefit of base management fees and incentive feescreditors, or (iv) upon such Party’s dissolution or ceasing to do business. 7.3. Upon the amount thereofoccurrence of an Event of Default by BUYER, 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 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 SELLER 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”a) 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 cancel this Agreement shall continue in full force by notice to BUYER and effect on the 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 revised 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 (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 only with the provisions of Section 13(a) or Section 14(b) of this Agreement, the Company shall pay respect to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”occurrence of an Event of Default pursuant to Section 7.2(a) 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 period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company for failure to pay the Termination Fee Total Purchase Price as determined pursuant to Section 3, take possession of the Purchased Assets. Buyer shall survive be liable for all costs and expenses (including reasonable attorney’s fees) incurred by SELLER in exercising its right to take possession of the termination 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 AgreementAgreement by notice to SELLER. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice7.4. The Company shall not be required Parties acknowledge and agree that the rights of each Party described in preceding Section 7.3 are in addition to pay the Termination Fee any rights and remedies available to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)such Party, whether at law, in equity or in contract.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ]December 31, 2012 2008 (the “Initial Term”) and shall 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 and the Subsidiaries or (ii) the compensation payable to the ManagerManager hereunder is unfair; provided, in the form of base management fees and incentive feeshowever, 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 If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, 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 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the 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 revised compensation to be payable to the Manager during such 60-45 day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 ten (10) days following the end of such 60-45 day period and (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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three four 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 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 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. (c) No later than 180 days prior to the expiration anniversary date of this Agreement of any year during the Initial Term or of Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. . (d) The Company and the Manager shall not be required to pay the terminate this Agreement, without payment of any Termination Fee Fee, in connection with or pursuant to the Manager if the Manager terminates consummation of an Internalization Event. (e) If this Agreement is terminated pursuant to this Section 13(c)13, such termination 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, Section 8(f) and 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this This Participation Agreement shall be have a term ending on the Additional Credit Line Termination Date (as such term is defined in effect until [ ] [ ], 2012 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”Amendment No. 2) unless terminated by North Mill at least two-thirds any time, upon not less than ten (10) days notice to Participant provided, that the terms and conditions hereof shall continue to govern the rights of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental parties hereto with respect to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form all amounts advanced hereunder as of base management fees and incentive fees, or the amount thereof, is unfair to any such Additional Credit Line Termination Date. As 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 effective date set forth below. The Company may elect not in such notice, Participant shall cease 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) make and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective 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 North Mill 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 cease to be payable obligated 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 on the 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 revised 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 (B) the Effective Termination Date originally set forth in the Termination Noticeaccept additional contributions hereunder. (b) In recognition Notwithstanding the foregoing; this Participation Agreement shall be 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 upfront effort required by 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 Manager to structure and acquire the assets commencement 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 pay to the Manager, any such Bankruptcy Case on the date on which such termination is effective, a termination fee (the “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 period immediately preceding the most recently completed fiscal quarter same basis as prior to the date of termination. The obligation the commencement of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Termany such Bankruptcy Case, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew as provided in this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective subject to any court order approving the financing of Borrower on the anniversary same terms and conditions presently set forth in the 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 Bankruptcy Code (“DIP Financing”), then Participant’s Participation shall continue with respect to the DIP Financing and Participant shall have all of the rights and obligations with respect to the DIP Financing as are set forth in this Agreement. 6.2 North Mill shall have the option as of the effective date of this Agreement next following such notice described in Section 6.1(a) to repay to Participant the delivery outstanding balance of the Participant’s Investment, plus Participant’s Agreed Compensation at the rate provided for in paragraph VIII hereto. The parties shall thereupon be relieved of any further liability to the 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 such notice. The Company notice and such additional Transactions shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c)for North Mill’s own account, and Participant shall have no rights or interest therein or liability therefor.

Term Termination. (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until [ ] [ ], 2012 the third anniversary of completion of the Listing (the “Initial Term”) and shall 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 Manager Advisor that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation (other than the Loan Sourcing Fee) payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, Advisor hereunder is unfair to any of the Company Partiesunfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager Advisor agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The If the Company may elect elects not to renew this Agreement upon at the expiration of the Initial Term or any Renewal Term upon at least 180 days’ as set forth above, the Company shall deliver to the Advisor prior written notice to the Manager (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 issues the Termination Noticeso elects not to renew this Agreement, the Company shall be obligated to (i) specify designate 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 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 Manager Advisor is unfair, the Manager Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 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. Upon receipt by the Company of a Notice of Proposal to NegotiateThereupon, the Company (represented by the Independent Directors) and the Manager Advisor shall endeavor to negotiate in good faith the revised compensation (other than the Loan Sourcing Fee) payable to the Manager Advisor under this Agreement. Provided , provided that the Manager Advisor and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager Advisor within 60 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation (other than the Loan Sourcing Fee) payable to the Manager Advisor hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager Advisor agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager Advisor are unable to agree to the terms of the revised compensation (other than the Loan Sourcing Fee) to be payable to the Manager Advisor during such 6045-day period, this Agreement shall terminate, such termination to be effective on the date that which is the later of (A) 10 days following the end of such 6045-day period and (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 Advisor to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the ManagerAdvisor, 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 pay to the ManagerAdvisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to three times the sum of (i) the average annual Base Management Advisory Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager Advisor during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter year prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration anniversary date of the Initial Term or this Agreement of any year during a Renewal Term, the Manager Advisor may deliver written notice to the Company informing it of the ManagerAdvisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall is not be required to pay to the Advisor the Termination Fee to the Manager if the Manager Advisor terminates this Agreement pursuant to this Section 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 20 of this Agreement shall survive termination of this Agreement.

Term Termination. This Agreement will be for an initial term from the date hereof and extending to two (a2) Until this Agreement is terminated in accordance with its termsyears and shall thereafter be automatically renewed for successive periods of one year each; provided however, this Agreement shall be remain in effect until [ ] [ ], 2012 (Services under all Task Orders which were executed during the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds effective period 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 beloware complete. The Company may elect not to renew this Agreement WSP may, 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 NoticeConsultant, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) terminate all or (ii) any part of the first sentence of Services or 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 Termination Date”)Agreement, for convenience; provided, provided however, that Services under any existing Task Order will not terminate except to the extent set out 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 termination notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation and completed Services under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (represented by the Independent Directors) all terminated Task Orders will be promptly 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 on the 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 sameseparately invoiced. In the event that of termination as described above, WSP shall pay Consultant for all Services satisfactorily completed as of the Company and 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 Manager are unable Consultant, recover from the Client for such termination. WSP, upon written notice to agree 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 revised compensation Services are wholly completed, and in addition to any other rights or remedies WSP may have: (i) WSP will be payable 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 Manager during Services and Consultant is hereby deemed to irrevocably consent to such 60-day periodassignment; 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 shall terminate, such termination if it: (a) refuses or fails to be effective on the date that is the later comply with or perform any provision of (A) 10 days following the end of such 60-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. this Agreement; (b) In recognition 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 benefit of 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 upfront effort required work to the extent specified in such notice and promptly deliver to WSP all data, drawings, specifications, reports, summaries, and other information and materials prepared by Consultant or received from WSP in the Manager to structure and acquire the assets performance of the Company Services, whether completed or in progress. In no event will Consultant be entitled to compensation for loss of revenue or anticipated profit as a result of any termination, whether for cause or convenience. The rights and the Subsidiaries and the commitment of resources obligations created 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 pay to the Manager, on the date on which such termination is effective, a termination fee (the “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 period immediately preceding the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall will survive the completion, termination or cancellation of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).