Common use of Term Termination Clause in Contracts

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of be in effect until [July , 2027] (the date first set forth above “Initial Term”) and shall continue in force and effect until the first of the following occurs: be automatically renewed for a one-year term each anniversary date thereafter (ia “Renewal Term”) the payment in full of the Notes and the termination of the Indenture unless terminated by either party in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement10. (b) Notwithstanding any other provision hereof Subject to Section 11 below, neither Residential nor the Partnership may terminate this Agreement unless (i) in the case of a termination by the Partnership, the General Partner determines that there has been unsatisfactory performance by the Asset Manager that is materially detrimental to the contrary Partnership or (but subject ii) in the case of a termination by Residential, at least two-thirds of the Independent Directors (as defined herein) agree that (x) there has been unsatisfactory performance by the Asset Manager that is materially detrimental to subsection Residential or (ey) the compensation payable to the Asset Manager hereunder is unreasonable; provided that Residential shall not have the right to terminate this Agreement under clause (ii)(y) above if the Asset Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be reasonable pursuant to the procedure set forth below. If Residential or the Partnership elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, Residential or the Partnership, as applicable (the “Terminating Party”), shall deliver to the Asset Manager prior written notice (the “Termination Notice”) of such Terminating Party’s intention not to renew this Agreement may be terminated without cause by based upon the Portfolio Managerterms set forth in this Section 10(a) not less than 180 days prior to the expiration of the then existing term. If the Terminating Party so elects not to renew this Agreement, such Terminating Party shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Asset Manager shall cease to provide services under this Agreement, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or this Agreement shall terminate on such shorter notice as is acceptable to the Issuer)date; provided, thathowever, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Asset Manager is unfair, the Portfolio Asset Manager shall have the right to resign immediately upon renegotiate such compensation by delivering to Residential, no fewer than 45 days prior to the effectiveness prospective Effective Termination Date, written notice (any such notice, a “Notice of any material change in applicable law or regulations which renders the performance Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, Residential (represented by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (cIndependent Directors) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies Asset Manager shall endeavor to negotiate in good faith the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation revised compensation payable to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Asset Manager under this Agreement, (3) receives satisfaction . Provided that the Asset Manager and at least two-thirds of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets Independent Directors agree to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable revised compensation to be payable to the Portfolio Asset Manager by such successor portfolio manager. The Issuerwithin 45 days following the receipt of the Notice of Proposal to Negotiate, the Trustee 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 Asset Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that Residential and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Asset Manager are unable to take such action) consistent with this Agreement and agree to the terms of the Indenture applicable revised compensation to be payable to the Portfolio ManagerAsset Manager during such 45-day period, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the resignation or removal, then end of such 45-day period and (B) the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided Effective Termination Date originally set forth in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement)Termination Notice. Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 For purposes of this Agreement, as applicable“Independent Directors” shall mean the members of the Board of Directors who are not officers or employees of the Asset Manager or any person or entity directly or indirectly controlling or controlled by the Asset Manager, and upon acceptance by a successor portfolio manager of appointmentwho are otherwise “independent” in accordance with Residential’s organizational documents. Notwithstanding the foregoing, all authority and power neither Residential nor the Partnership may terminate this Agreement pursuant to this Section 10 during the first twenty-four (24) months of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerInitial Term.

Term Termination. (a) This Agreement shall commence become effective as of the date first set forth above Closing Date and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and Rated Notes, the termination of the Indenture in accordance with its termsterms and the payment in full of the Subordinated Notes; (ii) the liquidation of the Assets Collateral and the final distribution of the proceeds of such liquidation to the holders of NotesNoteholders; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 12 or Section 12 of this Agreement13. (b) Notwithstanding any other provision provisions hereof to the contrary (but subject to subsection (e) below)contrary, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Investment Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Rating Agencies and the Trustee (or such shorter notice as is acceptable to the Issuer); provided, thathowever, that such resignation shall not be effective until the Portfolio date as of which a successor Investment Manager shall have has been appointed in accordance with Section 12(e) and has accepted the right duties of the successor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio appoint a successor Investment Manager of its to assume such duties under this Agreement or the Indenture to be a violation of such law or regulationand obligations. (c) This Agreement shall The Investment Manager may be automatically terminated in removed without Cause upon 90 days’ (or such shorter notice as is acceptable to the event Investment Manager) prior written notice to the Portfolio Investment Manager or (with a copy sent to S&P) by the Issuer takes any action which would require a registration with the consent of the Issuer or Holders of at least 662/3% in Aggregate Outstanding Amount of each Class of Rated Notes (voting separately) and the consent of the pool Holders of Assets under the provisions at least 662/3% in Aggregate Outstanding Amount of the Subordinated Notes (excluding, in each case, any Investment Company ActManager 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 notifies the Portfolio will use commercially reasonable efforts to appoint a successor Investment Manager thereofto assume such duties and obligations. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 12 or Section 13, xxxx of the parties shall have such termination will be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f)8, 10 (other than the first sentence of subclause (a) thereof), 1310, 14 and 20(b) and (c) of this Agreement23. (e) Any Upon any removal or resignation of the Portfolio 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 will not be effective until (i) Outstanding, the appointment by Issuer at the Issuer, and with the consent direction of a Majority of the Controlling Class, of a Subordinated Notes shall appoint as successor portfolio manager that is Investment Manager an established institution with experience managing assets similar to the Assets that which (1i) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Investment Manager under this Agreement and hereunder (or that has been approved by a Majority of the IndentureControlling Class), (2ii) is legally qualified and has the capacity to act as a Investment Manager hereunder, as successor to the Portfolio Investment Manager under this AgreementAgreement in the assumption of all of the responsibilities, duties and obligations of the Investment Manager hereunder and under the applicable terms of the Indenture, (3) receives satisfaction of the Global Rating Agency Condition, (4iii) shall not cause the Issuer or the Co-Issuer or the pool of Assets Collateral to become required to register as an investment company under the provisions of the Investment Company ActAct 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 (5) shall not result has agreed in writing to assume all of the imposition of any entity-level or withholding tax on Investment Manager’s duties and obligations with respect to the Issuer in excess of that already payable period commencing with such appointment. Any successor Investment Manager must be appointed by the Issuer or at the payments 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 rejection shall not be unreasonable. For purposes of this paragraph, in determining whether the Holders of the requisite percentage of Aggregate Outstanding Amount of Rated Notes or Subordinated Notes have given such rejection, Investment Manager Securities shall not be disregarded and shall be deemed to be Outstanding. Such successor Investment Manager must be ready and able to assume the duties of the Investment Manager within 40 days after the date of such 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 (iia) written within 20 days after approval of the successor Investment Manager by the Issuer, and the issuance of notice of a vote regarding the successor Investment Manager to the Holders of the Notes, or (b) within 90 days after the date of notice of removal of the Investment Manager, the removed Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In the event of a resignation by the Investment Manager, if no successor Investment Manager shall have been appointed or an instrument of acceptance by a successor Investment Manager shall not have been delivered to the Investment Manager within 120 days after the date of notice of resignation by the Investment Manager, the resigned Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In connection with such appointment and assumption of all and subject to the provisions of the duties Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and obligations of such successor Investment Manager shall agree; provided, however, that no compensation payable to such successor Investment Manager from payments on the Portfolio Collateral shall be greater than that paid to the Investment Manager under this Agreement and under without the terms prior written consent of a Majority of the Indenture applicable to Aggregate Outstanding Amount of the Portfolio Manager by such successor portfolio managerNotes voting separately. The Issuer, the Trustee and the successor portfolio manager Investment Manager shall take such action (or cause the outgoing Portfolio Investment Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Investment Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (fa) In Upon the event later of removal of (i) the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to a termination specified in this Section 11 12 or Section 12 of this Agreement13, as applicable, and upon acceptance (ii) the acceptance, in writing, by a successor portfolio manager Investment Manager of such appointment, all authority and power of the Portfolio Investment Manager under this Agreement or and the Indenture, whether with respect to the Assets Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerInvestment Manager.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect from the Effective Date until the first December 31st following the third anniversary of the Effective Date (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 shares of Common Stock (other than those shares held by members of the Company's senior management team and Affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the liquidation compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Assets Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 12(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the Termination Notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such 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 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution 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 proceeds Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such liquidation to the holders of Notes; or 45-day period and (iiiB) the termination 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, subject to Section 14(a) of this Agreement, in the event that this Agreement is terminated in accordance with subsections (b) or (cthe provisions of Section 12(a) of this Section 11 Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) in an amount equal to: (i) three times the average annual Base Management Fee 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 such termination; and (ii) three times the average annual amount of the Incentive Fee paid or Section 12 payable to the Manager during the 24-month period immediately preceding the termination date, calculated as of the end of the most recently completed fiscal quarter before the termination date. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (bc) Notwithstanding any other provision hereof No less than 180 days prior to the contrary (but subject to subsection (e) below)anniversary of the Effective Date of any year during the Initial Term or Renewal Term, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 of the Effective Date next following the delivery of such shorter notice as notice. The Company is acceptable not required to pay to the Issuer); provided, that, Manager the Portfolio Termination Fee if the 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture pursuant to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofthis Section 12(c). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 12(a) or Section 12(c), xxxx of the parties such termination shall have be without any further liability or obligation of any Party to the any other partiesParty, except as provided in Sections 7(f6, 9, 12(b), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b14(b) and (c) 15 of this Agreement, as applicable. In addition, Sections 10 and 21 of this Agreement shall survive termination of this Agreement. (e) Any removal Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall never become effective and shall automatically terminate and be of no force or resignation effect upon any termination of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the IssuerMerger Agreement in accordance with its terms, and with the consent such termination of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer be without any further liability or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition obligation of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments Party to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuerany other Party, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, except as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Merger Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. a. The term of this AGREEMENT will begin upon the EFFECTIVE DATE and continue until the TERMINATION DATE, which shall be the earlier of: (a1) This Agreement shall commence as the expiration of the date first set forth above last to expire of all of the patents (i) licensed hereunder and shall continue (ii) covered by the APPLIED MATERIALS COVENANT; or (2) the occurrence of an EVENT OF DEFAULT; or (3) If ASM engages in force a CHANGE OF CONTROL transaction with any entity other than an APPLIED COMPETITOR in which (i) said entity has greater than $1,000,000,000 in annual revenue for its last fiscal year, and effect until (ii) sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS in any of the first three years after the CHANGE OF CONTROL event exceed the value of ASM’s sales of LICENSED TEOS SYSTEMS and/or LICENSED EPITAXY SYSTEMS, respectively, in the following occurslast year before the CHANGE OF CONTROL event of that product plus an annual growth rate no higher than ASM’s highest growth rate for such products in the preceding five years. (4) Termination by ASM pursuant to Section 14.b. b. ASM may terminate this AGREEMENT by providing written notice of termination to APPLIED MATERIALS in the event of APPLIED MATERIALS’ material breach of any term of this AGREEMENT, provided that such material breach is not cured within thirty (30) days after receipt by APPLIED MATERIALS of written notice complaining thereof. c. Upon the termination of this AGREEMENT pursuant to an EVENT OF DEFAULT: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its termsall licenses granted by APPLIED MATERIALS to ASM hereunder will terminate without any further notice or action by APPLIED MATERIALS; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation all licenses granted by ASM to the holders of NotesAPPLIED MATERIALS will survive; or (iii) ASM’s obligations under the termination NOTE AGREEMENT DOCUMENTS will survive; (iv) the releases granted by ASM to APPLIED MATERIALS pursuant to Section 17 will survive; and (v) the releases granted by APPLIED MATERIALS to ASM pursuant to Section 17 will survive, so long as there is no Event of this Agreement in accordance with Default under any of the NOTE AGREEMENT DOCUMENTS, and subject further to full payment of all amounts due under the NOTE AGREEMENT. d. Notwithstanding the foregoing subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) belowa)—(c), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwiseLICENSED EPITAXY SYSTEMS, ASM’s obligation to pay royalties to APPLIED MATERIALS shall automatically end January 29, 2002, for SYSTEMS defined in Section 0.xx.(1), and without further action by any Person pass December 31, 2005, for SYSTEMS defined in Section 0.xx.(3). ASM’s obligation to and be vested pay royalties to APPLIED MATERIALS for SYSTEMS defined in the successor portfolio managerSection 0.

Term Termination. 10.1 This Agreement shall become effective on the initial Effective Date and the obligations of the parties hereunder shall not commence until the initial Effective Date. This Agreement may be terminated by either the Company and the Operating Partnership, acting together, or the Dealer Manager, upon 60 calendar days’ prior written notice. This Agreement shall automatically terminate upon the first to occur of any of the following events: (a) This Agreement shall commence as the later of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) two years after the payment in full initial Effective Date of the Notes Registration Statement, and (ii) at the Company’s election, the date to which the Company is permitted to extend the Offering in accordance with the rules of the Commission as described in the Prospectus; (b) the termination of the Indenture Offering by the Company, which the Company shall have the right to terminate in accordance with its termssole and absolute discretion at any time; (iic) the termination of the effectiveness of the Registration Statement; (d) the liquidation or dissolution of the Assets Company and (e) the final distribution of date the proceeds Dealer Manager’s license or registration to act as a broker-dealer is revoked or suspended by any federal, self-regulatory or state agency and such revocation or suspension is not cured within ten (10) days from the date of such liquidation to the holders of Notes; or (iii) occurrence. 10.2 Upon the termination of this Agreement for any reason, the Dealer Manager shall (a) promptly forward all funds, if any, in accordance with subsections its possession which were received from investors for the sale of Shares to the Company or such other party or account as the Company shall designate, (b) to the extent not previously provided to the Company, provide a list of all investors who have subscribed for or purchased Shares and all broker-dealers with whom the Dealer Manager has entered into a Participating Dealer Agreement, (c) notify all Participating Dealers of such termination, and (d) promptly deliver to the Company all records and documents in its possession which relate to the Offering and are not designated as dealer copies, including any sales literature designed for use specifically for the Offering that the Dealer Manager is then in the process of preparing. Upon termination of this Section 11 or Section 12 Agreement, the Dealer Manager shall use its commercially reasonable best efforts to cooperate with the Company and any other party that may be necessary to accomplish an orderly transfer to a successor entity of the operation and management of the services the Dealer Manager is providing pursuant to this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (10.3 Upon expiration or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness earlier termination of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer Company shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, pay to the extent so provided in Dealer Manager all compensation to which the Indenture, may by written notice to the Portfolio Dealer Manager as provided is or becomes entitled under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or at such time as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managersuch compensation becomes payable.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture 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 (a “Renewal Term”) upon the expiration of the Initial Term and on each anniversary date thereafter unless at least two-thirds of all of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Pine River or its affiliates) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the liquidation compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of all of the Assets Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution Manager shall endeavor to negotiate the revised compensation payable to the Manager under this Agreement. In the event that the Manager and at least two-thirds of all of the proceeds Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such liquidation to the holders of Notes; or 45-day period and (iiiB) the termination 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 subsections (bthe provisions of Section 13(a) or (cSection 15(b) of this Section 11 or Section 12 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 the average annual Base Management Fee 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. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below), anniversary date of this Agreement may be terminated without cause by of any year during the Portfolio ManagerInitial Term or Renewal Term, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as notice. The Company is acceptable not required to pay to the Issuer); provided, that, Manager the Portfolio Termination Fee if the 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture pursuant to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofthis Section 13(c). (d) If this Agreement is terminated pursuant to Section 13 or Section 15 of this Xxxxxxx 00Agreement, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f6, 9, 10, 13(b), 10 (other than the first sentence of subclause (a) thereof15(b), 13and 16 of this Agreement. In addition, 14 and 20(bSections 11, 13(d) and (c) 21 of this Agreement shall survive termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders, (ii) the payment in full of the Notes; , and the satisfaction and discharge of the Indenture in accordance with the respective terms or (iii) the early termination of this Agreement in accordance with subsections (bSection 12(b) or (ce) of this Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio 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 pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has 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 (who shall forward a copy of such notice to the Holders of the Notes) and the Rating Agencies (provided that in the case of Fitch, only for so long as any Class A-1 Notes remain outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 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 Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of Class shall have the right to petition a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice holder or beneficial owner of any removal or resignation of the Portfolio ManagerNotes. (f) In The successor Collateral Manager shall be entitled to the event Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of removal 100% of the Portfolio Holders of each Class of Notes voting separately by Class, including Collateral Manager by Notes. Upon the Issuer pursuant to this Agreement, the Issuer shall have all later of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This Agreement shall commence as be effective on the date set forth above, provided it has been approved by (i) the Board of Directors of the Company, (ii) the Board of Trustees of the Trust, including the vote of a majority of the Disinterested Trustees of the Trust, in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely) and (iii) a vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect until the two-year anniversary of the date first set forth above of its effectiveness, unless and until terminated as hereinafter provided, and shall continue in force and effect until the first of the following occurs: from year to year thereafter, but only as long as such continuance is specifically approved by (i) the payment in full Board of the Notes and the termination of the Indenture in accordance with its terms; Directors, (ii) the liquidation vote of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; a majority of the outstanding voting securities of the Fund or the Board of Trustees of the Trust and (iii) the termination vote of this a majority of the Disinterested Trustees of the Trust provided in the manner required by Section 15 of the 1940 Act (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company or Trust may rely). This Agreement shall automatically terminate in accordance with subsections (b) or (c) the event of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below)its assignment, this Agreement and may be terminated at any time without cause payment of any penalty by the Portfolio ManagerBoard of Trustees of the Trust, and by the Portfolio Manager may resign, Company or by the Adviser upon at least ninety sixty (9060) days’ written notice to the Issuer (other parties. The Company may effect termination by action of the Board of Directors or such shorter notice as is acceptable to by vote of a majority of the Issuer); providedoutstanding voting securities of the Company, that, the Portfolio Manager accompanied by appropriate notice. This Agreement shall have the right to resign also terminate automatically and immediately upon the effectiveness termination of the Management Agreement, the Fund Management Agreement or Fund Sub-Advisory Agreement. The shareholders of the Fund may therefore terminate this Agreement by terminating the Fund Sub-Advisory Agreement or Fund Management Agreement. This Agreement may be terminated, at any time, without the payment of any material change in applicable law or regulations which renders the performance penalty, by the Portfolio Manager Board of its duties under this Agreement Directors of the Company, by the Board of Trustees of the Trust or by vote of a majority of the Indenture to be a violation outstanding voting securities of such law or regulation. (c) This Agreement shall be automatically terminated the Company, in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties that it shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an been established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdictionjurisdiction that the Sub-Adviser, or any officer or director of the Sub-Adviser, has taken any action which results in a breach of the material covenants of the Sub-Adviser set forth herein. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation, described in Section 5, or obligation of the Sub-Adviser to pay its expenses as described in Sections 3 and 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Company, subject to applicable law. The Issuer will provide the Rating Agencies with written notice of any removal or resignation terms “assignment” and “vote of the Portfolio Manager. (f) In the event majority of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer outstanding voting securities” herein shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided same meanings set forth in the Indenture, may by written notice to 1940 Act and the Portfolio Manager as provided under this Agreement terminate all the rights rules and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerregulations thereunder.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until , 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 liquidation compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Assets Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may elect not to renew this agreement upon the expiration of the Initial Term or any Renewal Term and upon 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice and (ii) pay the Manager the Termination Fee before or on the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution 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 proceeds 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 which is the later of (A) 10 days following the end of such liquidation to the holders of Notes; or 60-day period and (iiiB) the termination 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 subsections (b) or (cthe provisions of Section 13(a) of this Section 11 or Section 12 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 the average annual Management Fee 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. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below)expiration of the Initial Term or Renewal Term, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as notice. The Company is acceptable not required to pay to the Issuer); provided, that, Manager the Portfolio Termination Fee if the 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture pursuant to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofthis Section 13(c). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 13, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f6, 9, 10, 13(b), 10 (other than the first sentence of subclause (a) thereof15(b), 13and 16 of this Agreement. In addition, 14 Sections 11 and 20(b) and (c) 23 of this Agreement shall survive termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. The term of this Agreement (a"Term") This Agreement shall commence as of on the date first set forth above Effective Date and shall continue in force and effect until the first earlier to occur of the following occursfollowing: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its termsi) Click or tap to enter contract expiration date; (ii) the liquidation full and complete delivery of the Assets and Services to the final distribution satisfaction of Xxxxx; (iii) termination pursuant to the proceeds terms of any section of this Agreement (including, this section); (iv) termination by Xxxxx without cause, upon thirty (30) days' written notice to Contractor; (v) termination by Xxxxx pursuant to a material breach by Contractor, which breach has not been cured to Xxxxx’x satisfaction within thirty (30) days subsequent to written notice of such liquidation to the holders of Notesbreach from Xxxxx; or (iiivi) termination by mutual agreement of the Parties. Upon any termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof , Contractor shall cease its performance related to the contrary Services and shall deliver to Brown all of Xxxxx'x proprietary information (but subject to subsection including, Confidential Information) (e) belowas defined herein), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety or Work Product (90as defined herein) days’ written notice to the Issuer (used or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager generated under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer and such Services in progress or the pool of Assets to become required to register completed Services as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level Xxxxx may request. Any cancellation or withholding tax on the Issuer in excess of that already payable termination by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction Xxxxx whether for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets default or otherwise, shall automatically and be without further action prejudice to any claims or damages or other rights of Xxxxx against Contractor. To the extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall refund to Xxxxx a prorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the extent any Person pass Fees have been accrued but unpaid by Brown, Brown shall pay Contractor such Fees within forty-five (45) days of termination. In addition to and be vested other termination rights set forth in this Agreement, if Contractor (a) fails to deliver the successor portfolio managerServices as specified in this Agreement or fails to make progress so as to endanger performance of the Services; (b) fails to perform any other provision of this Agreement; (c) becomes financially unstable, insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; or (d) is purchased by another company (regardless of the form of such transaction), then in each case Xxxxx may terminate the whole or any part of this Agreement immediately without any liability.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds proceeds, if any, of such liquidation to the Holders of the Secured Debt and the holders of Notes; the Preferred Shares, (ii) the payment in full of the Secured Debt and the satisfaction and discharge of the Indenture and the Credit Agreement in accordance with their terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with subsections (bSection 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12(b) or (c) in connection with the removal of this such Collateral Manager pursuant to Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Holders, the Trustee and the Fiscal Agent; 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 Portfolio 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 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 has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has 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 Secured Debt is Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders), the Fiscal Agent and each Rating Agency (provided, however, in the case of Fitch, only for so long as any Class A-1 Debt remains Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Preferred Shares, which institution (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class (disregarding any Collateral Manager Notes). (e) If (i) a Majority of the Preferred Shares 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 (disregarding any Collateral Manager Notes) does not approve the proposed successor nominated by the Holders of the Preferred Shares within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class (disregarding any Collateral Manager Notes) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Preferred Shares approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. , within thirty (c30) This Agreement shall be automatically terminated in days) following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by Collateral Manager, a Majority of the Issuer, Preferred Shares and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that Class (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio disregarding any Collateral Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4Notes) shall not cause have the Issuer or the pool of Assets right to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but petition a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal Secured Debt or resignation any holder of the Portfolio Managerany Preferred Shares. (f) In The successor Collateral Manager shall be entitled to the event of removal Collateral Management Fee set forth in Section 8(a) (except such portion of the Portfolio Collateral Management Fee due and payable to the former Collateral Manager by as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the Issuer pursuant to this Agreement, the Issuer shall have all prior written consent of 100% of the rights Holders of each Class of Secured Debt (in each case including Collateral Manager Notes) and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of 100% of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement)holders of the Preferred Shares. Upon the later of the expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) In connection with any vote under this Agreement, in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver or made any proposal, if Collateral Manager Notes are disregarded and deemed not to be outstanding in connection with such vote and a Class of Secured Debt entitled to vote is comprised entirely of Collateral Manager Notes, then the most senior Class of Secured Debt that is not comprised entirely of Collateral Manager Notes shall be entitled to exercise the specified voting rights, disregarding any Collateral Manager Notes, in lieu of such other Class of Secured Debt. (h) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (i) of this Section 12. (i) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) a. This Agreement shall commence on the Effective Date and shall expire on , 20 , 11:59 PM, subject, however, to Licensor’s right to earlier revoke the License granted hereunder and terminate this Agreement as herein provided. b. In the event that Licensee, any person acting on its behalf, or any person who is on the Property in connection with Licensee’s use of the date first set forth above and shall continue in force and effect until the first of the following occurs: Premises, including its employees, representatives, agents, volunteers, attendees or invitees (“Licensee Users”) (i) uses the payment in full of Premises for any purpose other than the Notes and the termination of the Indenture in accordance with its terms; Permitted Purpose (ii) the liquidation uses or accesses any part of the Assets and Property other than the final distribution of the proceeds of such liquidation to the holders of Notes; or Premises, (iii) uses any Additional Facility other than the termination Additional Facilities listed on Exhibit B, (iv) operates or dispenses Additional Facilities without prior approval of this Agreement in accordance with subsections Licensor, (bv) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding fails to pay any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties amounts due under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, as and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenturewhen due, (2vi) is legally qualified and has the capacity to act fails have a designated representative present as a successor to the Portfolio Manager required under this Agreement, (3vii) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer provides false or the pool of Assets misleading information to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required Licensor in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available or (viii) fails to comply with respect thereto at law any other material term or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 provision of this Agreement, as applicablethen in each such event Licensor may revoke the License granted herein and terminate this Agreement immediately upon written notice to Licensee. c. At the expiration or earlier termination of this Agreement, and upon acceptance by a successor portfolio manager and/or revocation of appointmentthe License granted hereunder, all authority rights of Licensee shall terminate and power Licensee shall immediately cease use of the Portfolio Manager under this Agreement or the IndenturePremises and surrender same to Licensor, whether along with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerall Additional Facilities.

Term Termination. The term of this Agreement (athe "Term") will commence on the Effective Date and will continue until the earlier of (1) eighteen (18) months after the Effective Date, (2) the date on which Clearwire has used all of the Prepaid Royalties for accessing Future Spectrum Capacity pursuant to this agreement, or (3) the date on which Licensee has returned to Clearwire (in cash) the entire amount of the Prepaid Royalties that has not been used for accessing Future Spectrum Capacity pursuant to this Agreement. Clearwire shall have the right, in its sole discretion, to extend the Term at any time prior to its expiration under clause (1) above; provided, that the Term shall not extend beyond the first to occur of the events described in clauses (2) or (3) above except as it pertains to [***]. This Agreement shall commence as may be terminated prior to expiration of the date first set forth above and shall continue in force and effect until the first Term under any of the following occurscircumstances: (i) the payment in full by mutual written agreement of the Notes and the termination of the Indenture in accordance with its termsparties; (ii) by Clearwire, upon giving written notice to Licensee in the liquidation Event of Default; provided that such Event of Default is not cured (if it is capable of being cured) within [***] following such notice; (iii) by Licensee, upon giving written notice to Clearwire in the Assets Event of Default; provided that with respect to an Event of Default that is a payment default, it is not cured in [***] following such notice, and the final distribution with respect to all other Events of the proceeds Default (that are of a type capable of being cured) such liquidation to the holders Event of NotesDefault is not cured within [***] thereof; or (iiiiv) by Clearwire upon written notice to Licensee and to the extent allowed under law, if Licensee files a petition pursuant to Title 7 or 11 of the United States Bankruptcy Code or is adjudged a debtor after the filing of an involuntary bankruptcy petition against Licensee, or if Licensee files a petition for relief pursuant to any state insolvency laws. Upon termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding for any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, thatcause, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement Prepaid Royalties Balance shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Actrefunded to Clearwire, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this AgreementSection 2.02. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement The term of this Lease (the “Term”) shall commence as of on the date first set forth above hereof (the “Commencement Date”) and shall continue in force expire on March 31, 2017 unless Tenant’s right to use and effect until occupy the first of the following occurs: (i) the payment in full of the Notes Premises is either earlier terminated or extended pursuant to and the termination of the Indenture in accordance with its terms; (ii) the liquidation terms of this Lease, the Assets Master Agreement and the final distribution of TSA (March 31, 2017, or such earlier or later date to which Tenant’s right to use and occupy the proceeds of such liquidation Premises shall have been accelerated or extended, as applicable, the “Expiration Date”). Tenant shall have no right to extend the holders of Notes; or (iii) the termination term of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this AgreementLease beyond the Expiration Date. (b) Notwithstanding any other provision hereof This Lease may be terminated prior to March 31, 2017 (i) by mutual written consent of Landlord and Tenant or (ii) pursuant to the contrary provisions of Section 2(c), 11, 12, 14 or 15(b) of this Lease. (but c) Notwithstanding the foregoing, (i) this Lease shall automatically terminate (subject to subsection 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 (eas 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 Agreement Lease may be terminated without cause by Landlord if any person or entity engaged in the Portfolio Managerradio network business, whether or not a Competitor (as defined in the Master Agreement), acquires or enters into an agreement to acquire more than fifty percent (50%) of the 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 Portfolio Manager may resignPremises. Notwithstanding the foregoing, upon if the TSA is terminated, this Lease shall terminate at least ninety 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 (90) days’ written notice to each as set forth in Section 5 of the Issuer (or such shorter notice as is acceptable to TSA and, collectively, the Issuer“Transition Rights”); . Landlord and Tenant agree that, during any of the transition periods herein provided, that, the Portfolio Manager Tenant 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 Portfolio Manager of continue its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration use of the Issuer or of the pool of Assets under Leased Equipment and Rooftop Equipment in accordance with the provisions of the Investment Company Actthis Lease (including, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00without limitation, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of Tenant hereunder, which obligations shall continue to apply to Tenant until the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the such applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managertransition period).

Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence as of on the date first set forth above Effective Date and shall continue in full force and effect until for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full end of the Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementwriting to such renewal on mutually agreeable terms. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause 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 Portfolio ManagerCCO or PFO, and without penalty to either party, by the Portfolio Manager may resign, upon at least ninety Trust’s Board on sixty (9060) days’ prior written notice to PINE. Should the Issuer (Trust terminate the Services of the individual appointed by PINE to serve as CCO or such shorter notice as is acceptable to the Issuer); providedPFO for any reason, that, the Portfolio Manager PINE shall have the right to resign immediately upon designate another qualified employee of PINE, subject to ratification by the effectiveness 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 material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the Indenture other Party engages or is alleged to be have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such law default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or regulationmore occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and PXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require Upon a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated termination pursuant to this Xxxxxxx 00Section 12, xxxx Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the parties shall have any further liability effective date of such termination. Upon the expiration or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) earlier termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until , PXXX agrees to: (i) the appointment by the Issueruse reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the consent of a Majority related transition of the Controlling ClassServices to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of a successor portfolio manager that training services (or such amount of training as is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally deemed reasonably necessary and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders appropriate); and (ii) written acceptance promptly return to Client any Confidential Information, including, without limitation, the books and records of appointment Client. Any training and assumption of all of the duties and obligations of the Portfolio Manager other services under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as section shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all billed at an hourly rate of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager$250. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of be valid for the date first set forth above and shall continue Term with respect to each subscribed Channel. (b) Either Party has a right to terminate this Agreement, in force and effect until the first of the following occurs: event of: (i) material breach of this Agreement by the payment in full of other Party which has not been cured within thirty (30) days (any other period as specified under Applicable Laws) from receiving a notice from the Notes and the termination of the Indenture in accordance with its termsother Party; or (ii) the liquidation bankruptcy, insolvency or appointment of receiver over the assets of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notesother Party; or or (iii) the termination IPTV license or any other material license necessary for the Operator to operate the Operator’s IPTV Service is revoked at any time other than due to the fault of the Operator. (c) The Broadcaster shall have the right to terminate this Agreement Agreementby a written notice to the Operator in accordance with subsections the event (a) the Operator breaches any of the anti-piracy requirements and fails to cure such breach within ten (10) days of being required in writing to do so; and/or (b) The Broadcaster discontinues the Subscribed Channels with respect to all distributors and provides the Operator with at least ninety (90) days prior written notice. (d) The Operator shall have the right to terminate this Agreement on written notice to the Broadcaster, if the Operator discontinues its IPTV Service and provides at least ninety (90) days prior written notice. (e) The Broadcaster shall have the right to terminate this Agreement by a written notice to the Operator and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following: (i) In case of winding up proceedings initiated against the Operator; (ii) In the event of assignment of the Agreement by the Operator without prior written approval of the Broadcaster; (iii) If the Operator voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels through its IPTV Service (cincluding but not limited to entering into an agreement/arrangement with another broadcaster for operational and/or administrative and/or funding purposes, etc.); (iv) In the event the Broadcaster is subjected to legal, governmental or other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of this Section 11 the Broadcaster to provide the Subscribed Channels or Section 12 any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, which prevents/restricts the Broadcaster from providing the Subscribed Channels to the Operator under the terms of this Agreement. (bf) Notwithstanding any other provision hereof The Broadcaster’s rights to terminate the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in without prejudice to the event the Portfolio Manager or the Issuer takes Broadcaster’s legal and equitable rights to any action which would require a registration of the Issuer or of the pool of Assets claims under the provisions of the Investment Company ActAgreement, injunctive relief(s), damages, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerApplicable Laws.

Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence as of on the date first set forth above Effective Date and shall continue in full force and effect until for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the following occurs: applicable renewal Term. If Client timely objects in writing to such changes at least sixty (i60) days prior to the payment in full end of the Notes and then-current Term, the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementwriting to such renewal on mutually agreeable terms. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause 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 Portfolio ManagerCCO or PFO, and without penalty to either party, by the Portfolio Manager may resign, upon at least ninety Trust’s Board on sixty (9060) days’ prior written notice to PINE. Should the Issuer (Trust terminate the Services of the individual appointed by PINE to serve as CCO or such shorter notice as is acceptable to the Issuer); providedPFO for any reason, that, the Portfolio Manager PINE shall have the right to resign immediately upon designate another qualified employee of PINE, subject to ratification by the effectiveness 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 material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the Indenture other Party engages or is alleged to be have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party. iv. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such law default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or regulationmore occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, PINE’s recommended course of action, and XXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require Upon a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated termination pursuant to this Xxxxxxx 00Section 12, xxxx Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the parties shall have any further liability effective date of such termination. Upon the expiration or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) earlier termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until , XXXX agrees to: (i) the appointment by the Issueruse reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the consent of a Majority related transition of the Controlling ClassServices to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of a successor portfolio manager that training services (or such amount of training as is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally deemed reasonably necessary and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders appropriate); and (ii) written acceptance promptly return to Client any Confidential Information, including, without limitation, the books and records of appointment Client. Any training and assumption of all of the duties and obligations of the Portfolio Manager other services under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as section shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all billed at an hourly rate of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager$250. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall continue in operation until the third (ii3rd) the liquidation anniversary of the Assets Effective Date (the “Initial Term”) and shall be automatically renewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the final distribution of Company or the proceeds of such liquidation Manager elects not to the holders of Notes; or (iii) the termination of renew this Agreement in accordance with subsections (bthis Section 14(a) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below14(c), respectively. The Company may elect not to renew this Agreement may be terminated without cause upon the expiration of the Initial Term or any Renewal Term by the Portfolio Manager, and the Portfolio Manager may resign, upon providing at least ninety one hundred eighty (90180) days’ prior written notice to the Issuer Manager (or such shorter notice as the “Termination Notice”) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the Manager that is acceptable materially detrimental to the Issuer); providedCompany and the Subsidiaries or (ii) the compensation payable to the Manager, thatin the form of Base Management Fees and Incentive Fees, or the amount thereof, is unfair to any of the Company Parties. If the Company issues the Termination Notice, the Portfolio Company shall be obligated to (x) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), 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 resign immediately upon renegotiate such compensation by delivering to the effectiveness Company, no fewer than one hundred and twenty (120) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of any material change in applicable law or regulations which renders the performance by the Portfolio Manager Proposal to Negotiate”) of its duties under this Agreement or the Indenture intention to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager renegotiate its compensation under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable . Upon receipt by the Issuer or Company of a Notice of Proposal to Negotiate, the payments Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.this

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture 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 liquidation 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 Assets 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 final distribution 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 proceeds 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 liquidation to the holders of Notes; or 60-day period and (iiiB) the termination 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 subsections (bthe provisions of Section 13(a) or (cSection 14(b) of this Section 11 or Section 12 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. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below)expiration of the Initial Term or Renewal Term, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as is acceptable notice. The Company shall not be required to pay the Termination Fee to the Issuer); provided, that, Manager if the Portfolio 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(fSection 13(c), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (i) The Agreement shall be valid for the Term with respect to each Subscribed Channel. (ii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Laws, to the other in the event of: (a) This material breach of this Agreement shall commence as by the other Party which has not been cured within thirty (30) days of being required in writing to do so; (b) the bankruptcy, insolvency or appointment of receiver over the assets of the date first set forth above and shall continue in force and effect until other Party; (c) the first HITS Distribution System license or any other material license necessary for the Operator to operate its HITS Distribution System for providing HITS service being revoked at any time other than due to the fault of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or Operator. (iii) ETV shall have the termination of right to forthwith terminate this Agreement in accordance the event (a) the Operator breaches any of the Anti‐Piracy Requirements and fails to cure such breach within ten (10) days of being required in writing to do so; and/or (c) ETV discontinues the Subscribed Channels with subsections respect to all distributors and provides the Operator with at least ninety (90) days prior written notice. (iv) The Operator shall have the right to terminate this Agreement on written notice to ETV if the Operator discontinues its HITS Distribution System and provides at least ninety (90) days prior written notice. (v) ETV shall have the right to forthwith terminate this Agreement and disconnect/deactivate signals of the Subscribed Channels to the Operator and/or take any other action as may be appropriate, upon occurrence of any of the following: (a) In case of winding up proceedings initiated against the Operator; (b) or In the event of assignment of the Agreement by the Operator without prior written approval of the ETV; (c) If the Operator voluntarily or by operation of this Section 11 law loses control of the means to distribute the Subscribed Channels through its HITS Distribution System (including but not limited to entering into an agreement/arrangement with another ETV for operational and/or administrative and/or funding purposes, etc.); (d) In the event ETV is subjected to legal, governmental or Section 12 other adverse action under applicable treaties, tariffs or Applicable Laws that restrict the right of the ETV to provide the Subscribed Channels or any part thereof to the Operator or limit the Operator's right or authorization to distribute the Subscribed Channels or in the event of any court order which cannot be reviewed or appealed against, Which prevents/restricts ETV to provide the Subscribed Channels to the Operator under the terms of this Agreement. (bvi) Notwithstanding any other provision hereof ETV’s rights to terminate the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes without prejudice to ETV’s legal and equitable rights to any action which would require a registration of the Issuer or of the pool of Assets claims under the provisions of the Investment Company ActAgreement, injunctive relief(s), damages, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerApplicable Laws.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders of Notes; 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 or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with subsections (bSection 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12(b) or (c) in connection with the removal of this such Collateral Manager pursuant to Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio 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 effective until the date as of which a successor Collateral Manager shall have been appointed in accordance with Section 12(d) or Section 12(e) and shall have accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and shall have assumed such duties and obligations. (d) Promptly after notice of any removal under Section 14 or any resignation of the Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall transmit copies of such notice to the Trustee (which shall forward a copy of such notice to the Holders) and each Rating Agency and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Interests fails to nominate a successor within thirty (30) days of initial notice of the resignation or removal of the Collateral Manager or (ii) a Majority of the Controlling Class does not approve the proposed successor nominated by the Holders of the Interests within twenty (20) days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. , within thirty (c30) This Agreement shall be automatically terminated in days) following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by Collateral Manager, a Majority of the Issuer, Interests and with the consent of a Majority of the Controlling Class, of Class shall have the right to petition a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal Note or resignation any Holder of the Portfolio Managerany Interest. (f) In The successor Collateral Manager shall be entitled to the event of removal Collateral Management Fees set forth in Section 8(a) (except such portion of the Portfolio Collateral Management Fees due and payable to the former Collateral Manager by as set forth in Section 8(d)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the Issuer pursuant to this Agreement, the Issuer shall have all prior written consent of 100% of the rights Holders of each Class of Notes, including Collateral Manager Notes, and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of 100% of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement)Holders of the Interests. Upon the later of the expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) a. This Supplemental Agreement shall commence as of the date first set forth above shown above, and shall continue for an indefinite period until terminated in the manner prescribed in this paragraph. Not withstanding any termination or expiration of this Supplemental Agreement, any and all warranties, representations or agreements to hold harmless shall survive such termination and remain in full force and effect until the first of the following occurs: effect. b. Any party may terminate this Supplemental Agreement without cause by (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) giving 30 days’ ' written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation other of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders termination and (ii) written acceptance giving a copy of appointment and assumption of all 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 duties and obligations of the Portfolio Manager under address designated in this Supplemental Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 effective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplemental Agreement may, at the resignation option of Administrator, terminate immediately and without notice for cause upon the occurrence of any of the following events: (i) Dealer's assignment or removal, then attempted assignment of this Supplemental Agreement or any portion of any interest in or any payment due under the Portfolio Manager 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 the Issuer may petition any court execution by Dealer of competent jurisdiction an assignment for the appointment benefit of creditors; (iii) The filing of a successor portfolio manager. No vote petition to have Dealer declared bankrupt, which is not vacated within 30 days; (iv) The material breach of any Holder 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 no satisfaction of their respective agents or employees. d. Dealer hereby agrees to at all times indemnify and hold Administrator, the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice 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 removal and all claims, actions, or resignation 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 Portfolio Manager. (f) In the event of removal of the Portfolio Manager Extended Payment Terms Contracts and performance by the Issuer pursuant Dealer thereunder, including but not limited to this Agreementany and all losses, the Issuer shall have all of the rights and remedies available with respect thereto at law judgments, defense costs or equityother liabilities for cancellation refunds, andor for fraud, without limiting the foregoingdefalcation, the Issuer dishonesty or the Trustee, intentional misrepresentation to the extent so provided in the Indenturesame are also directed to Administrator, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above Insurance Company, SPP, or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 their agents, employees, successors or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerassigns.

Term Termination. (a) This Agreement shall commence upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the date first set forth above and shall continue in force and effect until the first end of the following occurs: then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the CHORUS Service, (i) the payment in full of the Notes and the termination of the Indenture in accordance with its termsupon written notice for failure to pay any fees 90-days after such fees are due; (ii) the liquidation upon written notice for failure to cure a material breach of the Assets and the final distribution this agreement within 10 business days of the proceeds notice of such liquidation breachFor the avoidance of doubt, failure to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be deemed to be a material breach. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. (be) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any other provision hereof part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHOR’s sole discretion that the contrary continuation of such aspect of the CHORUS Service (but subject generally or with respect to subsection (ea specific member) belowor linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). In the event of any such suspension or removal, this Agreement may be terminated without cause by the Portfolio ManagerCHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager Publisher Member shall have the right to resign immediately require CHORUS to remove links to any Article upon the effectiveness of any material change in applicable law or regulations which renders the performance determination by the Portfolio Manager Publisher Member that the Article may infringe the rights of its duties under this Agreement a third party or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation otherwise present legal risk to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this AgreementPublisher Member. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Noteholders, (ii) the payment in full of the Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with subsections Section 12(b), (bc), (d), (e) or (cf) of this Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 60 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee (and the Issuer shall direct the Trustee to distribute a copy of such notice to the Holders within five (5) Business Days of receipt); provided, that, provided that the Portfolio 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 Portfolio Collateral Manager of its duties hereunder or under this Agreement or the Indenture to be a violation of such law or regulation. (c) This No resignation or removal of the Collateral Manager pursuant to this Agreement shall be automatically terminated in effective until the event the Portfolio date as of which a successor Collateral Manager or the Issuer takes any action which would require a registration shall have been appointed and approved and has accepted and assumed all of the Issuer or Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofAcceptance”). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx Promptly after notice of any removal under Section 14 or any resignation of the parties Collateral Manager that is to take place while any of the Notes are Outstanding, the Issuer shall have any further liability transmit or obligation cause the Trustee to transmit copies of such notice to the other parties, except as provided Holders and each Rating Agency and shall appoint a successor Collateral Manager in Sections 7(f), 10 (other than accordance with the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. procedures set forth in clause (e) Any removal or resignation of the Portfolio below; provided that such successor Collateral Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Collateral Manager under this Agreement and the Indenturehereunder, (2ii) is legally qualified and has the capacity to act as a successor to assume all of the Portfolio responsibilities, duties and obligations of the Collateral Manager hereunder and under this Agreementthe applicable terms of the Indenture, (3iii) receives satisfaction of has agreed to coordinate with the Global replaced Collateral Manager regarding communications with the Rating Agency ConditionAgencies, (4iv) shall does not cause or result in the Issuer becoming, or require the pool of Assets to become required to register as be registered as, an investment company under the provisions of the Investment Company Act, 1940 Act and (5v) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments with respect to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of which the Global Rating Agency Condition has been satisfied. (e) A Majority of the Controlling Class will nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof) following the notice of the resignation or removal of the Collateral Manager and such proposed successor will be required in connection appointed the successor Collateral Manager by the Issuer; provided that the Global Rating Agency Condition has been satisfied with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Managerrespect thereto. (f) In the event of removal of the Portfolio The successor Collateral Manager by the Issuer pursuant shall be entitled to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided such Collateral Management Fee set forth in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this AgreementSections 8(b). Upon the later of the expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 8 (with respect to any accrued and unpaid Collateral Management Fees) 10, 12(g), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) 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 Notes; the Interests, (ii) the payment in full of the Notes and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement with respect to the Collateral Manager in accordance with subsections (bSection 12(c), in connection with the resignation of such Collateral Manager pursuant to Section 12(b) or (c) in connection with the removal of this such Collateral Manager pursuant to Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio 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 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 has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has 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 (provided, however, in the case of S&P, only for so long as any Class A Notes remain Outstanding) and shall appoint a successor Collateral Manager, at the direction of a Majority of the Interests, which (i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required). (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 (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) does not approve the proposed successor nominated by the Holders of the Interests within ten (10) days of the date of the notice of such nomination, then a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, a Supermajority of the Controlling Class is required) shall, within sixty (60) days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Interests approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within ninety (90) days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. , within thirty (c30) This Agreement shall be automatically terminated in days) following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by Collateral Manager, a Majority of the Issuer, Interests and with the consent of a Majority of the Controlling Class (provided that if the Class A Notes are the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction Supermajority of the Global Rating Agency Condition, (4Controlling Class is required) shall not cause have the Issuer or the pool of Assets right to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but petition a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in any such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal Note or resignation any holder of the Portfolio Managerany Interest. (f) In The successor Collateral Manager shall be entitled to the event Collateral Management Fees set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of removal 100% of the Portfolio Holders of each Class of Notes, including Collateral Manager by the Issuer pursuant to this AgreementNotes, the Issuer shall have all and of 100% of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations holders of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement)Interests. Upon the later of the expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 10, 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Trustee (or who will forward such shorter notice as is acceptable to each Holder), and the Issuer)Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Xxxxxxxxxx Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Agreement shall commence is effective as of the date first set forth above on which Supplier accepted this Agreement (the “Effective Date”) and shall continue will remain in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture thereafter, unless terminated in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement. Either party may terminate this Agreement in accordance with subsections (ba) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) 30 days’ written notice to the Issuer other of its intent to terminate this Agreement, (or such shorter b) immediately upon written notice as is acceptable to the Issuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness other if such other party commits an irremediable breach of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture commits a remediable breach and fails to be a violation of correct such law breach within 15 days following written notice specifying such breach, or regulation. (c) This immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in the ordinary course. Without prejudice to the rights of termination set out hereunder, TripAdvisor Experiences may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, its termination of the Agreement (defined collectively as “Deactivation”): (i) deactivation of Supplier’s TripAdvisor Experiences account; (ii) removal of Supplier from the Distribution Channels; and/or (iii) removal of any or all of Supplier’s Product listings. References in this Agreement to rights and obligations of a party in connection with “termination” shall be automatically terminated deemed to include Deactivation, and post-termination obligations shall apply equally to Supplier for the duration of any such Deactivation. Supplier will fulfill all Product purchases made prior to termination or expiration of this Agreement unless requested otherwise by TripAdvisor Experiences. Notwithstanding the foregoing, TripAdvisor Experiences reserves the right in its sole discretion to cancel pending Product bookings in circumstances where TripAdvisor Experiences believes that it is in the event the Portfolio Manager best interests of Customers. Upon any termination or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) expiration of this Agreement. (e) Any removal or resignation , Supplier will immediately cease all access to and use of the Portfolio Manager while any Notes are Outstanding will not be effective until TripAdvisor Experiences Technology (idefined in Attachment 2) the appointment and other products, services, technology, content, and/or materials provided by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar TripAdvisor Experiences to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager Supplier under this Agreement and the Indenture, (2) is legally qualified and has the capacity Supplier shall cease to act as a successor have any right to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Managermake Supplier’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerProducts available through TripAdvisor Experiences’ Distribution Channels. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of a renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its renewal fee in a timely manner (as specified in a renewal invoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept late payment. Failure to make timely payment in absence of a waiver from CHOR shall result in an automatic termination, effective as of the date first set forth above and shall continue in force and effect until the first end of the following occurs: then-current term. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHOR may terminate this Agreement and Publisher Member’s status as a member of CHOR and participation in the CHORUS Service, (i) the payment in full of the Notes and the termination of the Indenture in accordance with its termsupon written notice for failure to pay any fees 90-days after such fees are due; (ii) the liquidation upon written notice for failure to cure a material breach of the Assets and the final distribution this agreement within 10 business days of the proceeds notice of such liquidation breach. For the avoidance of doubt, failure to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 adhere to a Funding Agency-selected embargo period shall not be deemed to be breach of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period after the first year, shall be deemed to be a material breach. Except in the case of termination for failure to timely pay fees, CHOR’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHOR and participation in the CHORUS Service. As part of such review, the Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith. The decision to so terminate, however, shall rest solely with CHOR. (be) Notwithstanding the foregoing, CHOR reserves the right to temporarily suspend any other provision hereof part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHOR’s sole discretion that the contrary continuation of such aspect of the CHORUS Service (but subject generally or with respect to subsection (ea specific member) belowor linking to any such Article could result in legal risk to CHOR, without following the procedures outlined in Section 10(c). In the event of any such suspension or removal, this Agreement may be terminated without cause by the Portfolio ManagerCHORUS will endeavor to provide Publisher Member with notice in a reasonable time frame prior to or following such event. Similarly, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager Publisher Member shall have the right to resign immediately require CHORUS to remove links to any Article upon the effectiveness of any material change in applicable law or regulations which renders the performance determination by the Portfolio Manager Publisher Member that the Article may infringe the rights of its duties under this Agreement a third party or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation otherwise present legal risk to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this AgreementPublisher Member. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) The Offer Period shall be automatically extended from year to year on the terms and conditions set forth in this Agreement unless (i) Purchaser shall, not less than thirty (30) days prior to the expiration of the initial one year Offer Period or any subsequent one year Offer Period, give to the 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 commence as of be binding upon the date first set forth above parties hereto upon its execution and shall continue in force and effect until the first later of the following occurs: (i) the payment in full collection of the Notes and the termination of the Indenture in accordance with its terms; all Accounts sold hereunder or (ii) the liquidation payment of the Assets any Repurchase Prices and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementall other amounts due hereunder. (b) Notwithstanding any other provision hereof The Providers may terminate their obligation to offer to sell Accounts to the contrary (but subject Purchaser pursuant to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety no less than sixty (9060) days’ days prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulationPurchaser. (c) This Agreement In addition to any other rights and remedies provided for herein, the Purchaser may, upon the occurrence of any of the following Termination Events, by way of example, but not by way of limitation, enforce all of their rights (so long as Purchaser provides Debtors, the United States Trustee, and counsel for the Unsecured Creditors' Committee, if any, with not less than ten (10) calendar days written notice to cure). Notwithstanding the foregoing, upon a Default, Purchaser shall be automatically terminated in entitled to a hearing on an expedited basis after three (3) business days' notice to Debtors and counsel for Debtors, subject to the event Court's calendar and availability, regarding immediate relief from the Portfolio Manager or automatic stay of Bankruptcy Code Section 362 (a), which shall entitle the Issuer takes any action which would require a registration Purchaser to seek, inter alia and without limitation, the following relief: (i) immediate payment of the Issuer or of the pool of Assets all money due under the provisions 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 the Investment Company Actpurchased accounts, and the Issuer notifies the Portfolio Manager thereofthat payment shall be made exclusively to Purchaser; (iv) immediate authority for Purchaser to proceed in any non-bankruptcy court to enforce their rights. (d) If Notwithstanding anything contained herein to the contrary, the Purchaser may terminate this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx immediately and without notice upon the occurrence of any of the parties 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 have 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 further liability Provider fails to honor any obligation set forth in this Agreement. For purposes of this Agreement, "BANKRUPTCY EVENT" shall mean the Provider generally not paying its debts as such debts become due, or obligation 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 partiessimilar 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 provided in Sections 7(fset forth on the attachment hereto entitled "PERMITTED LIENS"), 10 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 first sentence written consent of subclause 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; (avi) thereofthe 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, 13warranty, 14 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 20(bpayment 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 (cbe involved in the operations of the Debtors and replacements reasonably acceptable to the Purchaser shall not be retained or the principal(s) of this Agreementthe 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) Any removal or resignation If a Termination Event shall occur and be continuing, the Purchaser may, without limiting any right of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the IssuerPurchaser hereunder, take complete authority and with the consent control of a Majority all administration and servicing of the Controlling ClassAccounts, of a successor portfolio manager that is an established institution with experience managing assets similar at the Providers' sole cost and expense. Upon any such action, the Purchaser shall have, in addition to the Assets that (1) has demonstrated an ability to professionally rights and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager remedies which it may have under this Agreement, (3) receives satisfaction 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 Global Rating Agency ConditionTermination Event. (f) Unless Purchaser agrees in writing, (4) shall not cause at its sole discretion, to extend the Issuer term of the Factoring Agreement, or until a Termination Event, the pool of Assets to become required to register as an investment company obligations due the 27 Purchaser under the provisions of the Investment Company Act, and (5) shall not result Factoring Agreement are to be paid in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement full within 90 15 days after the date of the resignation or removal, then entry of an order confirming a plan of reorganization unless the Portfolio Manager or Debtors assume the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction terms of the Global Rating Agency Condition will be required Factoring Agreement in connection with such appointment by their entirety without modifications; or, the Debtors and Purchaser agree to other treatment under the plan. Moreover, no confirmation order for a court plan of competent jurisdiction. The Issuer will reorganization shall provide the Rating Agencies with written notice of for a discharge or otherwise affect in any removal or resignation way any of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except Debtors or any Guarantors as those that survive termination pursuant to subsection 11(d) above or as otherwise provided obligations are detailed in this Agreementthe agreements approved by the Bankruptcy Court), including without limitation, the Debtors' agreements with Purchaser. Upon expiration Termination of the applicable notice period with respect Factoring Agreement shall not terminate, extinguish, or remove any liens or security interests granted to termination specified in this Section 11 or Section 12 Purchaser until Debtors have fully paid and discharged all of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect their obligations to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerPurchaser.

Term Termination. (a) This Agreement shall commence as become effective upon consummation of the date first set forth above Transaction (the “Effective Date”) and shall continue remain in full force and effect until the first of the following occurs: for (i) 150 days following the payment in full of the Notes and the termination of the Indenture in accordance with its terms; Effective Date or (ii) the liquidation until a vote of a majority of the Assets and the final distribution outstanding voting securities of the proceeds of such liquidation to Fund shall approve the holders of Notes; New Sub-Advisory Agreement with the Sub-Adviser or (iii) unless sooner terminated as hereinafter provided, whichever occurs first. This Agreement shall automatically terminate in the termination event of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement its assignment and may be terminated at any time without cause the payment of any penalty by the Portfolio Manager, and Manager or the Portfolio Manager may resign, Sub-Adviser upon at least ninety sixty (9060) days’ written notice to the Issuer other parties. This Agreement may also be terminated by the Fund by action of the Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund upon ten (or such shorter 10) calendar days’ written notice as is acceptable to the Issuer); provided, thatSub-Adviser by the Fund without payment of any penalty. This Agreement may be terminated at any time without the payment of any penalty by the Manager, the Portfolio Manager shall have Board of Trustees or by vote of a majority of the right to resign immediately upon outstanding voting securities of the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated Fund in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties that it shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an been established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdictionjurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action that results in a breach of the material covenants of the Sub-Adviser set forth herein. The Issuer will provide the Rating Agencies with written notice terms “assignment” and “vote of any removal or resignation a majority of the Portfolio Manager. (f) In outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of removal the Management Agreement between the Manager and the Trust on behalf of the Portfolio Manager by Fund is terminated, assigned or not renewed. Termination of this Agreement shall not affect the Issuer pursuant to this Agreement, the Issuer shall have all right of the rights and remedies available with respect thereto at law or equity, and, without limiting Sub-Adviser to receive payments on any unpaid balance of the foregoing, the Issuer compensation described in Section 5 or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations obligation of the Portfolio Manager under this Agreement (except those that survive Sub-Adviser to pay its share of Fund Expenses as described in Sections 3 and 5, earned or accrued prior to such termination pursuant and for any additional period during which the Sub-Adviser serves as such for the Fund, subject to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerlaw.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect from the Effective Date until the third anniversary of the Effective Date (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 shares of Common Stock (other than those shares held by members of the Company's senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation compensation payable to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as hereunder is acceptable to the Issuer)unfair; provided, thatthat the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Portfolio Company shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the "Effective Termination Date"), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to resign immediately upon renegotiate such compensation by delivering to the effectiveness Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of any material change in applicable law or regulations which renders Proposal to Negotiate") of its intention to renegotiate its compensation under this Agreement. Thereupon, the performance Company (represented by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (cIndependent Directors) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies Manager shall endeavor to negotiate in good faith the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation revised compensation payable to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction ; provided that the Manager and at least two-thirds of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets Independent Directors agree to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable revised compensation to be payable to the Portfolio Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by such successor portfolio managerthe parties to this Agreement. The Issuer, the Trustee Company and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager agree to take such action) consistent with execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the Indenture applicable revised compensation to be payable to the Portfolio ManagerManager during such 45-day period, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the resignation or removal, then end of such 45-day period and (B) the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided Effective Termination Date originally set forth in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerTermination Notice.

Term Termination. (a) This The term of this Agreement shall commence as on the date hereof and shall expire on the later of (x) the 15th anniversary of the first commercial sale of a Clopidogrel Product and (y) such date first set forth above as the last Licensed Patent effective in any country in Territory A shall have expired and all other de jure exclusivity available for a Clopidogrel Product shall continue in force and effect until have ended. Thereafter, the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination term of this Agreement may be renewed for successive three-year terms, respectively, by the mutual agreement of the Parties no later than 24 months prior to the expiration of the term then in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementeffect. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ mutual written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, thatconsent of Licensor, the Portfolio Manager SNC Partnership and BMS. (c) Licensor shall have the right to resign immediately upon the effectiveness declare termination of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation upon Notice to the other partiesSNC Partnership, except as provided in Sections 7(f), 10 (other than following the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.to occur of: (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the BMS Partner shall have (A) voluntarily commenced any proceeding or filed any petition seeking relief under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) applied for or consented to the appointment by the Issuer, and with the consent of a Majority receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for it or for all or substantially all of its property, (C) filed an answer admitting the material allegations of a petition filed against or in respect of it in any such proceeding, (D) made a general assignment for the benefit of creditors of all or substantially all of its assets, (E) become unable generally, or admitted in writing its inability to, pay all or substantially all of its debts as they become due or (F) taken corporate action for the purpose of effecting any of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and foregoing; or (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager an involuntary proceeding shall take such action (have been commenced or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as any involuntary petition shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but have been filed in a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for seeking (A) relief in respect of the BMS Partner, or of its property, under Title 11 of the United States Code, Book VI of the French Commercial Code (legislative part as well as regulatory part) or any other bankruptcy, insolvency or similar law of the United States, any state thereof, the French Republic or any other applicable jurisdiction, (B) the appointment of a successor portfolio manager. No vote receiver, trustee, custodian, sequestrator, conciliator, administrator or similar official for the BMS Partner or for all or substantially all of any Holder and no satisfaction its property or (C) the winding-up or liquidation of the Global Rating Agency Condition will be required in connection with BMS Partner; and such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of proceeding or petition shall have continued undismissed for sixty (60) days or an order or decree approving or ordering any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer foregoing shall have all of the rights continued unstayed and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement effect for thirty (except those that survive termination pursuant to subsection 11(d30) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerdays.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders, (ii) the payment in full of Notes; the Debt, and the satisfaction and discharge of the Indenture in accordance with its respective terms or (iii) the early termination of this Agreement in accordance with subsections Section 12(b), (bc) or (cd) of this Section 11 or Section 12 of this Agreement14 hereof (subject, in all cases, to Section 12(f)). (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to which the Issuer agrees) to the Issuer), the Collateral Trustee and the Rating Agency; provided, thathowever, that the Portfolio Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations regulation which renders the performance by the Portfolio Collateral Manager of its duties hereunder or under this Agreement or the Indenture to be a violation of such any law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under Notwithstanding the provisions of clause (b) above, no resignation or removal of the Investment Company ActCollateral Manager, for cause or without cause, shall be effective until the date as of which a successor collateral manager shall have been appointed and approved and has accepted all of the Issuer notifies the Portfolio Manager thereofCollateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days Promptly after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal under Section 14 or any resignation of the Portfolio Manager. (f) In the event of removal Collateral Manager that is to take place while any of the Portfolio Manager by the Issuer pursuant to this AgreementDebt is Outstanding, the Issuer shall have all at the direction of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.Majority

Term Termination. (a) a. This Supplement to the Agreement shall commence as of June 1, 1995, or the date first set forth above shown above, whichever is later, and shall continue co ntinue for an indefinite period until terminated in force and effect until the first of the following occurs: (i) the payment manner prescribed in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this paragraph. b. Either party may terminate this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) giving 30 days’ written notice to the Issuer (or other of such shorter notice as is acceptable termination to gether with a copy thereof to SPP. Notices to SPP shall be addressed to SPP at Attn.: Xxxxxx X. Hymen, 00 X. Xxxxxx Drive, Suite 400, Chicago, Illinois 60601. Notice may be mail ed to the Issuer)address designated in this Agreement and shall be effective 30 days after the date of delivery or mailing, whichever is earlier. c. This Supplement to the Agreement may, at the option of Administrator or its Assigns, terminate immediately and without notice for cause upon the occurrence of any of the following events: i. Dealer’s assignment or attempted assignment of this Agreement or any portion of any interest in or any payment due under the Extended Payment Terms Contract without the expressed prior written consent of SPP and the Administrator; ii. The filing by Dealer by a voluntary petition in bankruptcy or execution by Dealer of an assignment for the benefit of credit ors; iii. The filing of a petition to have Dealer declared bankrupt which is not vacated within 30 days; iv. The material breach of any provision contained within this Agreement; providedand v. Dealer’s acts of fraud, thatdefalcation, dishonesty or intentional misrepresentation directed to Administrator, SPP, their agents or employees. d. Dealer hereby agrees to indemnify and hold SPP free and harmless against any and all claims, actions, demands or liabilities arising out of any and all claims, actions, or demands, whether well founded or not, that may be asserted against SPP or its employees, agents, successors, or assigns by any Purchaser , or any third party, regarding the Portfolio Manager Vehicle Service Contracts and performance by Dealer thereunder, including but not limited to any and all claims, actions, demands, liabilities for fraud, defalcation, dishonesty or intentional misrepresentation to the extent the same are also directed to SPP, its agents, employees, successors or assigns. e. Dealer agrees, warrants and represents as follows: Dealer agrees and understands that the Purchasers are intended to receive interest-free extended payment terms and, therefore, it is a strict condition of this Agreement that each and every Purchaser shall be offered a Vehicle Service Contract at one and the same price regardless of whether or not the Purc xxxxx elects the Extended Payment Terms Contract option and that no discount under any circumstances may be offered or made in any manner by reason of the Purchaser electing to waive the Extended Payment Terms Contract option. In the event of a breach of this condition, Administrator, its assigns or SPP 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under cancel this Agreement and withhold from funds due the IndentureDealer monies sufficient to reimburse the Purchaser(s) having claims resulting from such breach. Dealer hereby indemnifies and holds Administrator, (2) is legally qualified its assigns and has the capacity to act as a successor SPP free and harmless against any and all claims, actions, d emands or liabilities including reasonable attorney fees, whether well founded or not that may be asserted against all or any of them or their respective agents, employees, succes sors or its assignees due to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 breach of this Agreement, as applicable, representation and upon acceptance warranty by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerDealer.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) such time as is mutually agreed by the payment in full Borrower and the Collateral Manager and, during the term of the Notes and Credit Agreement, consented thereto in writing by the termination of the Indenture in accordance with its terms; Administrative Agent, (ii) the liquidation resignation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; Collateral Manager in accordance with Section 12(b) or (iii) the Borrower’s execution of a replacement collateral management agreement with the Collateral Manager upon the occurrence of and in connection with the CLO Transaction. The Borrower shall promptly notify the Administrative Agent of any termination under this Section 12(a). Upon the effective date of the termination of this Agreement Agreement, the Collateral Manager shall, as soon as practicable, subject to any contractual obligations of confidentiality, use commercially reasonable efforts to (i) deliver to the Borrower all property and documents of the Borrower or otherwise relating to the Portfolio Assets then in accordance possession of the Collateral Manager and (ii) deliver to the Administrative Agent an accounting with subsections respect to the books and records delivered to the Borrower; provided, that the Collateral Manager may retain copies of the documents or property set forth in (bi) and (ii) above in order to comply with any law, rule, regulation or (c) internal compliance policy; provided that with respect to any documentation or information subject to contractual obligations of this Section 11 confidentiality, the Collateral Manager shall use commercially reasonable efforts to cooperate with the Borrower and Administrative Agent and use commercially reasonable efforts to arrange for disclosure of such documentation or Section 12 of this Agreementinformation to the Borrower or Administrative Agent, as applicable. (b) Notwithstanding any other provision hereof Subject only to the contrary clauses (but subject to subsection c) and (ed) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 30 days’ prior written notice to the Issuer Borrower, each Lender and the Administrative Agent (or such shorter notice as is acceptable to the IssuerBorrower, each Lender and the Administrative Agent); provided, provided that, the Portfolio 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 Portfolio Collateral Manager of its duties hereunder or under this the Credit Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under Notwithstanding the provisions of clause (b) above, no resignation of the Investment Company Act, Collateral Manager or termination of this Agreement pursuant to such clause shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with Section 12(d) and has accepted all of the Issuer notifies the Portfolio Manager thereofCollateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has assumed such duties and obligations. (d) If this Agreement is terminated pursuant Within 30 days after the Borrower has delivered written notice to this Xxxxxxx 00each Lender, xxxx the Administrative Agent and the Administrative Agent of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) Collateral Manager, a Majority of the appointment by the IssuerLenders, and with the consent of the Administrative Agent, shall have the right to appoint a Majority replacement collateral manager by written notice to the Borrower and the Administrative Agent. If no successor collateral manager is appointed within the time frame specified in the preceding sentence, the outgoing Collateral Manager (by written notice to the Borrower, the Administrative Agent and each Lender), with the consent of the Controlling ClassAdministrative Agent, of shall have the right to appoint a successor portfolio collateral manager. Any successor collateral manager shall be any established entity that is an established institution with experience managing assets similar to satisfied the Assets that following criteria (1i) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Collateral Manager under this Agreement and the Indenturehereunder, (2ii) is legally qualified and has the capacity to act as a successor to assume all of the Portfolio responsibilities, duties and obligations of the Collateral Manager hereunder and under this the applicable terms of the Credit Agreement, and (3iii) receives satisfaction of the Global Rating Agency Condition, (4) shall does not cause the Issuer Borrower to become, or require the pool of Assets assets owned by the Borrower to become required to register as be registered as, an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (fe) In Upon the event acceptance of removal of the Portfolio Manager its appointment hereunder by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointmentcollateral manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Portfolio Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio collateral manager. The Borrower and the successor collateral manager shall take such action (or the Borrower shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (g) below. (g) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 8, 10, 17, 21, 22 and 23 shall survive any termination of this Agreement pursuant to this Section 12.

Term Termination. (a) This Agreement shall commence and the Executive's employment hereunder may be terminated as of the date first set forth above and shall continue in force and effect until the first of the following occurs: follows: (i) immediately, without any notice by or to either party hereto, upon the payment in full death of the Notes and the termination of the Indenture in accordance with its terms; Executive; (ii) immediately, by the liquidation Company for the Disability of the Assets and Executive upon delivery by the final distribution of the proceeds of such liquidation Company to the holders Executive of Notes; or a Notice of Termination; (iii) immediately by the termination Company for Cause which cause has not been cured within ninety (90) days (except in such instance where the Cause cannot reasonably be cured) upon delivery by the Company to the Executive of this Agreement in accordance with subsections a Notice of Termination; (biv) or upon ninety (c90) days prior written notice by the Company other than for Cause upon delivery by the Company to the Executive of this Section 11 or Section 12 a Notice of this AgreementTermination; or (v) upon ninety (90) days prior written notice by the Executive upon delivery by the Executive to the Company of a Notice of Termination. (b) Notwithstanding If the Executive's employment with the Company shall be terminated during the Term: (i) by reason of the Executive's death, the Company shall pay to the Executive's estate or legal representative within thirty (30) days after the Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to that extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive's legal representative. Such options must be exercised by Executive's legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its expiration; (ii) by the Company for Disability, the Company shall pay to the Executive or Executive's legal representative within thirty (30) days after the Termination Date, a lump sum cash payment equal to the Executive's Accrued Compensation, and any outstanding Employment Options granted to the Executive under the Stock Option Plan, to the extent (and only to the extent) that such Employment Options would have been exercisable by Executive on the Termination Date, shall be exercisable by the Executive or Executive's legal representative. Such options must be exercised by Executive or his legal representative, if at all, within thirty (30) days after the Termination Date, provided, however, that no option shall be exercisable after its expiration; (iii) by the Company for Cause, the Company shall pay to the Executive within thirty (30) days after the Termination Date a lump sum cash payment equal to the Executive's Accrued Compensation. All unvested Employment Options, or any other provision hereof options or similar rights whatsoever, shall be immediately forfeited by Executive upon termination by the Company for Cause; (iv) by the Company other than for Cause, the Company shall pay to the contrary Executive within thirty (but subject 30) days after the Termination Date a lump sum cash payment equal to subsection the Executive's Accrued Compensation plus one month's Base Salary (enot to exceed six months) below)for each two months worked. All unvested Employment Options, this Agreement may or any other options or similar rights whatsoever, shall be terminated without cause forfeited by Executive upon termination by the Portfolio ManagerCompany other than for Cause. Notwithstanding the foregoing, all such vested Employment Options shall be exercisable for a period of thirty (30) days following the Termination Date, after which they shall lapse and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer)be void if not exercised; provided, thathowever, the Portfolio Manager that no option 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 Portfolio Manager of be exercisable after its duties under this Agreement or the Indenture to be a violation of such law or regulationexpiration. (cv) This Agreement shall be automatically terminated in the event the Portfolio Manager Executive resigns from his employment with the Company pursuant to Section 6(b)(v) hereof, then the Company shall pay to the Executive within thirty (30) days after the Termination date a lump sum cash payment equal to the Executive's Accrued Compensation and all unvested Employment Options, or any other options or similar rights whatsoever, shall be forfeited by Executive upon his resignation. Notwithstanding the Issuer takes any action foregoing, all such vested Employment Options shall be exercisable for a period of thirty (30) days following the Termination Date, after which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Actthey shall lapse and be void if not exercised; provided, and the Issuer notifies the Portfolio Manager thereofhowever, that no options shall be exercisable after its expiration date. (d) If The pay and benefits provided for in this Agreement is terminated pursuant Section 6 shall be in lieu of any other severance pay to this Xxxxxxx 00which the Executive may be entitled under any Company severance plan, xxxx of program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the parties shall have any further liability or obligation to the Company's employee benefit plans and other partiesapplicable programs, except as provided policies and practices then in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreementeffect. (e) Any removal The benefits paid or resignation of provided herein shall be the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar only benefits paid to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer Executive or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Managerhis estate. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement Lease and all of the parties’ respective rights, obligations and liabilities hereunder shall commence as on 1st June 2007 (the “Lease Commencement Date”). b) The term of this Lease shall be for a period of 9 (Nine) Years (the “Term”) commencing from the Lease Commencement Date. The Lease may be renewed for a 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 6 months prior to the expiry of the date first set forth above Lease term. c) The Lock in period shall be for three (3) years from the Lease Commencement Date and the Lessee shall continue not terminate the Lease during the Lock in period, subject to force majeure and effect until the first breach of any of the following occurs: terms by the 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 (i6) the payment months notice in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation writing to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementother party. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager The Lessor shall have the right to resign immediately upon the effectiveness terminate this Lease in case of any material change default by Lessee in applicable law or regulations which renders the performance by and observance of the Portfolio Manager of covenants and conditions as contained in GTC 30 on its duties under this Agreement or the Indenture Part to be a violation of such law observed and performed in accordance with the procedure specified in GTC 30 f) The Lessee or regulation. (c) This Agreement Lessor shall be automatically terminated entitled to terminate the Lease in the event of any breach or default by the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx either of the parties shall have any further liability in performance or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition observance of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties covenants and obligations of conditions as specified in this Lease deed and in the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio managerGTC. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal such breach or default by the Lessor or Lessee, (a), Lessee or Lessor shall give a written notice of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all nature of the rights and remedies available with respect thereto at law default or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations breach; (b) Upon receipt of the Portfolio Manager under this Agreement notice of default, Lessor or Lessee shall be entitled to remedy the default within a period of 30 days; (except those that survive termination pursuant to subsection 11(dc) above or as otherwise provided in this Agreement). Upon expiration the expiry of the applicable notice period with respect cure period, Lessee or Lessor shall be entitled to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of terminate the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and Lease forthwith without further action by any Person pass to and be vested in the successor portfolio managerrecourse.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders, (ii) the payment in full of the Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with subsections (bSection 12(b) or (ce) of this Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio 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 pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has 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 (provided that, in the case of Fitch, only for so long as any Class A-1 Notes remain Outstanding) and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the Global Rating Agency Condition has been satisfied and (v) has been approved by a Majority of the Controlling Class. (e) If (i) a Majority of the Subordinated Notes fails to nominate a successor within 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 Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of Class shall have the right to petition a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice holder or beneficial owner of any removal or resignation of the Portfolio ManagerNote. (f) In The successor Collateral Manager shall be entitled to the event Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of removal 100% of the Portfolio Holders of each Class of Notes voting separately by Class, including Collateral Manager by Notes. Upon the Issuer pursuant to this Agreement, the Issuer shall have all later of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Xxxxxxxxxx Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon the later of the expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) Term: This Agreement shall commence as of the date first set forth above Effective Date and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture terminated in accordance with its terms; Section 5(b) (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement“Term”). (b) Sub-Licensor’s Right to Terminate: Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below)of this Agreement, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager Sub-Licensor 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 Portfolio Manager of its duties under terminate this Agreement or the Indenture at any time by giving written notice to be a violation of such law or regulation.Sub-Licensee if: (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment unless prohibited by the IssuerLaw, Sub-Licensee fails to pay Sub-Licensor an Earned Dividend when due, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar remains in default not less than thirty (30) days after being notified in writing to the Assets that make such payment; (1ii) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under Sub-Licensee breaches this Agreement and (if such breach is curable) fails to cure such breach within thirty (30) days of receipt of written notice from Sub-Licensor that describes the Indenturebreach in reasonable particularly; (iii) Sub-Licensee (A) becomes insolvent or admits its inability to pay its debts generally as they become due; (B) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within forty-five (245) days after filing; (C) is legally qualified and dissolved or liquidated or takes any corporate action for such purpose; (D) makes a general assignment for the benefit of creditors; or (E) has the capacity to act as a successor to the Portfolio Manager under this Agreementreceiver, (3) receives satisfaction trustee, custodian or similar agent appointed by order of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for to take charge of or sell any material portion of its property or business; (iv) Sub-Licensee challenges, or assists others in challenging, the appointment of a successor portfolio manager. No vote validity or GHSC’s ownership of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide GHSC Trademarks during the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager.Term; (fv) In Sub-Licensee produces, manufactures, purchases, advertises, performs, promotes, sells, or distributes any product, or performs any service, in association with the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available GHSC Trademarks not in accordance with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all and/or not in compliance with Laws; or (vi) the rights and obligations of the Portfolio Manager under this Seed License Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by is terminated for any Person pass to and be vested in the successor portfolio managerreason.

Term Termination. (a) This 5.1 Subject to the provisions of this Section 5, this Agreement shall commence as of on the date first set forth above hereof and shall continue expire on May 31, 2002. 5.2 In the event that Xxxxx Xxxxx for any reason whatsoever ceases to be actively involved in the business, operations and affairs of PII, including for greater certainty the performance of PII's duties hereunder, or PII takes any action, step or proceeding which materially and adversely affects the reputation or business of either MSSI or MICRA, this Agreement shall immediately terminate and be of no further force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the effect. Any termination of this Agreement in accordance with subsections (b) by MSSI or (c) of MICRA pursuant to this Section 11 5.3 shall be without prejudice to the rights of MSSI or Section 12 MICRA and shall not relieve PII of this Agreementany of its obligations that may arise as a result of a prior breach of its obligations hereunder. (b) Notwithstanding any other provision hereof to 5.3 Each of the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager parties shall have the right to resign immediately terminate this Agreement upon the effectiveness giving of ten (10) days written notice to the other parties upon the occurrence of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or following: (i) any breach by any of the pool parties of Assets under any of the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 if such breach has not been cured within ten (other than the first sentence of subclause (a10) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after from the date of the resignation notice; (ii) any breach of the representations, warranties, covenants of any of the parties contained herein if such breach has not been cured within ten (10) days from the date of the notice; (iii) the appointment of any receiver or removaltrustee to take possession of the properties or assets of any of the other parties; (iv) the insolvency of or filing of a petition or commencement of any proceeding to have any of the other parties declared bankrupt or insolvent, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote receiver or trustee for, or the execution by the other parties of an assignment for benefit of creditors, or failure or inability by any Holder and no satisfaction of the Global Rating Agency Condition will be required other parties to pay its debts as they become due; or (v) if PII acquires any interest in connection a business in competition with such appointment MICRA or MSSI or is in any way taken over by a court of competent jurisdiction. The Issuer will provide the Rating Agencies business in competition with written notice of any removal MICRA or resignation of the Portfolio ManagerMSSI. (f) In the event 5.4 Notwithstanding any termination of removal of the Portfolio Manager by the Issuer this Agreement pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law Section 5.1 or equity, and, without limiting the foregoing, the Issuer by MSSI or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination MICRA pursuant to subsection 11(dSections 5.2 or 5.3, MSSI and MICRA shall remain responsible for the payment of all fees otherwise payable to PII pursuant to Section 3.3(i) above or for so long as otherwise provided such Licenses are in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreementfull force and effect, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by including any Person pass to and be vested in the successor portfolio managerrenewals thereof.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture 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, and thereafter on each anniversary of such date deemed renewed automatically each year for an additional one-year period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the Company, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) the liquidation a simple majority of the Assets and Independent Directors agree that the final distribution Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) foregoing if the Manager agrees to continue to provide the services under this Agreement at a fee that the Independent Directors have determined to be fair. If the Company elects not to renew this Agreement at the expiration of the proceeds of original term or any such liquidation one-year extension term as set forth above, the Company shall deliver to the holders Manager prior written notice (the "Termination Notice") of Notes; or (iiithe Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) the termination of this Agreement in accordance with subsections (b) or (c) not less than 60 days prior to the expiration of this Section 11 or Section 12 of the then existing term. If the Company so elects not to renew this Agreement. , the Company shall designate the date (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below"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 may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or this Agreement shall terminate on such shorter notice as is acceptable to the Issuer)date; provided, thathowever, 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 Portfolio Manager shall have the right to resign immediately upon renegotiate the effectiveness Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of any material change in applicable law or regulations which renders the performance by the Portfolio Manager Proposal to Negotiate") of its duties under this Agreement or the Indenture intention to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager renegotiate its compensation under this Agreement. Thereupon, (3) receives satisfaction of the Global Rating Agency Condition, (4) Company and the Manager shall not cause endeavor to negotiate in good faith the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already revised compensation payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.this

Term Termination. (a) 12.1 This Agreement shall commence as of the date first set forth above and shall continue in come into full force and effect on the Effective Date and each Product Schedule shall come into full force and effect on the Product Schedule Effective Date. Subject to the provisions for early termination set out herein, this Agreement or each Product Schedule individually shall continue until terminated by AstraZeneca in writing with six (6) months notice period. 12.2 Lonza Biologics may terminate the first relevant Product Schedule forthwith by notice in writing to AstraZeneca upon the occurrence of AstraZeneca committing a material breach of Product Schedule (which shall include a breach of the warranties set out in this Agreement) which in the case of a breach capable of remedy is not remedied within [***] ([***]) [***] of the receipt by AstraZeneca of notice identifying the breach and requiring its remedy 12.3 AstraZeneca may terminate the Agreement or the relevant Product Schedule forthwith by notice in writing to Lonza Biologics upon the occurrence of any of the following occurs: (i) the payment in full events: 12.3.1 if Lonza Biologics commits a material breach of the Notes and the termination Agreement (which shall include a breach of the Indenture warranties set out in accordance with its terms; this Agreement) which in the case of a breach capable of remedy is not remedied within [***] (ii[***]) the liquidation [***] of the Assets receipt by the other of notice identifying the breach and requiring its remedy; or 12.3.2 if Lonza Biologics ceases for any reason to carry on business or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed in respect of all or any part of its assets or is the final distribution subject of the proceeds an application for an administration order or of such any proposal for a voluntary arrangement or enters into liquidation to the holders of Notes; (whether compulsorily or (iii) the termination of this Agreement in accordance with subsections (bvoluntarily) or (c) of this Section 11 undergoes any analogous act or Section 12 of this Agreementproceedings under foreign law. 12.4 If it becomes apparent to either Loom Biologics or AstraZeneca at any stage in the provision of Services that it will not be possible to complete the Services for scientific or technical reasons, a [***] (b[***]) Notwithstanding any other provision hereof [***] period shall be allowed for good faith discussion and attempts to the contrary (but subject to subsection (e) below)resolve such problems. If such problems are not resolved within such period, this Agreement may be terminated without cause by the Portfolio Manager, Lonza Biologics and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager AstraZeneca shall each have the right to resign immediately upon terminate the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated Work Programme in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided relevant Product Schedule forthwith by notice in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio managerwriting. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal such termination, AstraZeneca shall pay to Lonza Biologics a termination sum calculated by reference to all the Services performed by Lonza Biologics prior to such termination (including a pro rata proportion of the Portfolio Manager Price for any stage of the Services which is in process at the date of termination including any cGMP manufacturing stage) and all expenses reasonably incurred and specified by Lonza Biologics in giving effect to such termination, including the Issuer pursuant to this costs of terminating any commitments entered into under the Agreement, such termination sum not to exceed the Issuer shall have all of the rights and remedies available with respect thereto at law or equityamount payable under 12.5 if terminated according to Section 12.5, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerPrice whichever is lowest.

Term Termination. (a) This The term (the "Term") of this Agreement shall commence as of the date first set forth above this Agreement is approved by a Bankruptcy Court having jurisdiction over the Company (the "Effective Date") and shall continue in force and effect until the first earlier of the following occurs: (i) Closing under the payment in full Letter of the Notes and Intent or the termination of the Indenture Letter of Intent pursuant to its terms, unless this Agreement is otherwise terminated in accordance with its terms; (ii) the liquidation of the Assets terms and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementconditions hereof. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause as follows: (i) by the Portfolio Manager, and the Portfolio Manager may resign, upon Company at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio any time if Manager shall have materially breached, or shall be in material default of, any of its agreements, obligations or other undertakings hereunder, and such breach or default shall have continued, in the right reasonable determination of the Company, for more than twenty (20) calendar days following written notice thereof from the Company to resign Manager; (ii) by either party upon not less than ten (10) days prior written notice from the other party; (iii) immediately upon the effectiveness termination or expiration of any material change in applicable law the Letter of Intent or regulations which renders upon the performance termination of the DIP financing to be provided by Manager to the Company or (iv) by the Portfolio Company if Manager fails to close on the sale contemplated by the Letter of its duties under this Agreement or the Indenture to be a violation of such law or regulationIntent by April 30, 2001. (c) This If the Company terminates this Agreement for any reason other than pursuant to Section 2(b)(i) or 2(b)(iv) of this Agreement, the Company shall be automatically terminated in pay the event the Portfolio Manager or the Issuer takes any action which would require a registration fee equal to five percent (5%) of the Issuer or product of two (2) times the pool of Assets under Company's average monthly gross revenues during the provisions of the Investment Company Actsix months preceding August 31, and the Issuer notifies the Portfolio Manager thereof2000. (d) If this Agreement is terminated Upon any termination of Manager's position during the Term hereof or otherwise, Manager shall do the following: (i) Immediately pay over to the Company all monies collected and held by Manager for the account of the Company pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 terms and 20(b) and (c) conditions of this Agreement.; (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable Deliver to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent Company a full accounting with this Agreement and the terms of the Indenture applicable respect to the Portfolio ManagerBusiness in accordance with Section 4 hereof, as shall be necessary to effectuate any such succession. If covering the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after period following the date of the resignation or removallast accounting furnished to the Company; and (iii) Deliver to the Company all books, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder records, agreements, papers and no satisfaction other property and documents of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether Company with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested Business then in the successor portfolio managercustody of Manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Collateral Trustee (or who will forward such shorter notice as is acceptable to each Holder), and the Issuer)Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Debt is Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Xxxxxxxxxx Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Debt. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Debt, and including Collateral Manager Debt. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Collateral Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) 14.1 This Agreement shall shall, unless otherwise terminated as provided in this clause 14 commence as of on the date first set forth above Effective Date and shall continue in force and effect until for the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below)Initial Subscription Term and, thereafter, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically renewed for successive periods of twelve months (each a "Renewal Period"), unless: a. Customer notifies the Supplier of termination, in writing, by email to xxxxxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx at least 45 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or b. Supplier notifies Customer of termination, in writing at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or c. otherwise terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under accordance with the provisions of the Investment Company Act, this Agreement; d. and the Issuer notifies Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Portfolio Manager thereof"Subscription Term". If the Renewal Period is shorter than the Initial Subscription Term, the commitment discounts ref lected in the Order Form will not apply to such Renewal Period. (d) If 14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further without liability or obligation to the other parties, except as provided in Sections 7(f), 10 (if : a. the other than the first sentence party commits a material breach of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation any of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent terms of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the Indenturebreach; or b. an order is made or a resolution is passed for the winding up of the other party, (2) is legally qualified and has the capacity or circumstances arise which entitle a court of competent jurisdiction to act as make a successor winding-up order in relation to the Portfolio Manager under this Agreementother party; or c. an order is made for the appointment of an administrator to manage the affairs, (3) receives satisfaction business and property of the Global Rating Agency Conditionother party, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent documents are f iled with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a successor portfolio manager. No vote qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or d. a receiver is appointed of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal jurisdiction or resignation a creditor to appoint a receiver or manager of the Portfolio Managerother party, or if any other person takes possession of or sells the other party's assets; or e. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or f. the other party ceases, or threatens to cease, to trade; or g. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or h. a Force Majeure event continues, or is anticipated to continue for more than twenty Business Days. (f) In the event 14.3 On termination of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have Agreement for any reason: a. all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided licences granted under this Agreement terminate shall immediately terminate; b. each party shall make no further use of any documentation and other items (and all copies of them) belonging to the rights and obligations other party; c. the Supplier may destroy any of the Portfolio Manager under this Agreement (except those Customer Data which the Customer has not requested be returned to it within 60 days of termination; d. the Supplier will return all data in accordance with clause 5.4 but Appendix 3 shall continue to apply to any Personal Data that survive termination pursuant the Supplier continues to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration process notwithstanding this; and e. the accrued rights of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreementparties as at termination, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect continuation after termination of any provision expressly stated to the Assets survive or otherwiseimplicitly surviving termination, shall automatically and without further action by not be affected or prejudiced. f. any Person pass fees pre-paid that relate to and any period post termination will be vested in the successor portfolio managerre-funded within seven business days.

Term Termination. (a) This Agreement The Employment Period shall commence as of upon the date first set forth out above and shall continue until terminated in force and effect until accordance with the first provisions of the following occurs: this agreement; provided, that, (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; Employment Period shall terminate immediately upon Executive’s death, resignation (which must be accompanied by at least sixty (60) days’ prior written notice) or Disability, (ii) the liquidation of Employment Period may be terminated by the Assets Company at any time prior to such date for Cause or without Cause (any such termination without Cause must be accompanied by at least sixty (60) days’ prior written notice, and the final distribution of Company may require Executive not to perform his duties hereunder or enter Company premises during the proceeds of such liquidation period prior to the holders of Notes; or date that any such termination without Cause becomes effective), and (iii) the Employment Period may be terminated by Executive at any time for Good Reason or for any reason (with at least sixty (60) days’ prior written notice); provided further that, in the event the Company wishes to terminate the Employment Period for Cause solely based on events described in clauses (iii) and/or (ix) of the definition of “Cause”, the Company shall provide Executive with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to Executive (provided that the Company shall be permitted to withdraw such notice at any time prior to such sixth (6th) day, and provided further that the Company may require Executive not to perform his duties hereunder or enter Company premises during the period prior to the date that such termination becomes effective); provided further that, in the event Executive wishes to terminate the Employment Period for Good Reason based on events described in clause (ii) of the definition of “Good Reason”, Executive shall provide the Company with written notice of such intention and such termination shall not become effective until the sixth (6th) day after such notice is delivered to the Company (provided that Executive shall be permitted to withdraw such notice at any time prior to such sixth (6th) day). At the end of the initial term, this Agreement in accordance with subsections shall automatically renew for an additional one (b1) year terms, unless either party provides notice of non-renewal at least sixty (60) days prior to the expiration of such initial term or (c) of this Section 11 or Section 12 of this Agreementany renewal term. (b) Notwithstanding any Upon a termination of the Employment Period, other provision hereof than a termination prior to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause end of the Employment Period by the Portfolio ManagerCompany without Cause or by the Executive within thirty (30) days of the occurrence of Good Reason, all future compensation or bonuses to which Executive would otherwise be entitled and all future benefits for which Executive would otherwise be eligible shall cease and terminate as of the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or date of such shorter notice as is acceptable to the Issuer)termination; provided, thatthat Executive shall receive any salary earned through the date of termination, payable pursuant to the Portfolio Manager shall have the right Company’s general payroll practices as may be in effect from time to resign immediately upon the effectiveness of any material change in time and subject to deduction and withholding authorized or required by applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulationlaw. (c) This Agreement Upon a termination of Executive’s employment prior to the end of the Employment Period by the Company without Cause or by Executive within thirty (30) days of the occurrence of Good Reason, the Company shall pay and/or provide Executive, in consideration of Executive’s continuing obligations hereunder after such termination (including, without limitation, Executive’s non-competition obligations), an amount equal to Executive’s then current Base Salary for a period of (3) months, payable bi-weekly and otherwise pursuant to the Company’s regular payroll policies. The payments described above shall be automatically terminated in subject to Executive’s execution and delivery to the event the Portfolio Manager or the Issuer takes any action which would require a registration Company within 30 days of the Issuer or date of termination an executed Separation Agreement and General Release in a form approved by the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofCompany. (d) If The parties agree that the obligations created in Sections 5, 6, 7, 11, 14, and 15 of this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx will survive the termination of Executive’s employment with the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this AgreementCompany. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding Executive expressly covenants and agrees that for a period two years following termination, Executive will not, and Executive will cause Executive’s affiliates not be effective until to (i) engage or employ, or solicit or contact with a view to the appointment by the Issuerengagement or employment of, and with the consent of a Majority any person who is an officer or employee of the Controlling Class, Company or any of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer its affiliates or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuercanvass, the Trustee and the successor portfolio manager shall take such action (solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms Company or any of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate its affiliates any such succession. If the Portfolio Manager shall resign person who or be removed but which is a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote customer of any Holder and no satisfaction of such entities during the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager period during which Executive is employed by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerCompany.

Term Termination. (a) This The Initial Term of this Agreement shall commence as of the date first set forth above hereof and end on the third anniversary of the date hereof, and shall continue in force and effect until be renewed for successive one-year periods (each, a "Renewal Term") unless either party notifies the first other of its intent to terminate this Agreement at least 90 days prior to the expiration of the Term. Notwithstanding the foregoing, either party (with the exception of clause (e) which shall apply only to the CTN Parties) shall have the right to terminate this Agreement, prior to the end of the Term, upon written notice to the other party hereto, after the occurrence of any of the following occurs: events: (ia) any representation or warranty made by the other party and set forth herein shall prove to be materially false, incorrect or misleading as of the time made; (b) the payment voluntary or involuntary commencement of bankruptcy, insolvency, reorganization or similar proceedings with respect to such other party; provided that in full the case of involuntary proceedings, such proceedings are not stayed or dismissed within 30 days after the Notes and the termination of the Indenture in accordance with its terms; commencement thereof; (iic) the liquidation or dissolution of such other party or the appointment of a receiver or trustee over all or a substantial portion of such other party's properties and assets; (d) a breach by such other party of a material term or provision hereof or the failure to observe or perform any material term, provision, covenant or agreement set forth herein to be observed or prepared by such party, and the failure to cure such breach or remedy such failure within ten days after receipt of written notice thereof; or (e) Metro shall provide traffic information to, or sell 10-second radio Advertising Time immediately adjacent to an informational element on, more than one radio station and/or television station in a single DMA that broadcast and are licensed in Canada (with the exception of stations then located adjacent to the border of Canada or consistent with Metro's business practice prior to the date of this Agreement), and Metro shall fail to cease such activity within thirty days after receipt of written notice thereof from any CTN Party. CTN acknowledges that Metro may solicit in the United States and elsewhere sales of Advertising Time to be broadcast in the United States and that such shall not be considered a breach hereof. The CTN Parties agree that they shall honor all of their obligations, financial or otherwise, incurred prior to the end of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; Term, notwithstanding an early expiration or (iii) the termination of this Agreement in accordance with subsections (bSection 7(e) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Managerhereof, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of take all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be actions necessary to effectuate any fulfill such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerTerm. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders, (ii) the payment in full of the Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with subsections (bSection 12(b) or (ce) of this Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio 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 pursuant to such clause shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved in accordance with Section 12(d) and has accepted all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”) and has 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 the Rating Agency and shall appoint an institution as Collateral Manager, at the direction of a Majority of the Subordinated Notes, which institution (i) has demonstrated an ability, whether as an entity or by its principals or employees, to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) is legally qualified and has the capacity to assume all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (iii) does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the 1940 Act, (iv) with respect to which the 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 Subordinated Notes fails to nominate a successor within 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 Subordinated Notes within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clauses (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in Section 12(d). If a Majority of the Subordinated Notes approves such Controlling Class nominee, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any of the Collateral Manager, a Majority of the Subordinated Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of Class shall have the right to petition a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of to appoint a successor portfolio manager. No vote Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice holder or beneficial owner of any removal or resignation of the Portfolio ManagerNote. (f) In The successor Collateral Manager shall be entitled to the event Collateral Management Fee set forth in Section 8(a) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8(a) without the prior written consent of removal 100% of the Portfolio Holders of each Class of Notes voting separately by Class, including Collateral Manager by Notes. Upon the Issuer pursuant to this Agreement, the Issuer shall have all later of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or the Issuer shall cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 10, 12(h), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This The original term of this Agreement shall commence with (PBW)'s acceptance hereof (as evidenced by an authorized signature hereon), and it shall continue for a period of three (3) years after the date on which Merchant's first Sales Data is presented to (PBW). Such term shall automatically renew for successive three-year periods at the end of the original and each renewal term, until terminated by either party by giving written notice of non-renewal to the other party at least sixty (60) days and no more than ninety (90) days before the expiration of the then current term. In the event Merchant submits Sales Data to (PBW) after the date of termination for which Merchant has given notice, at the discretion of (PBW) this Agreement will remain effective for the renewal term. Upon any lawful termination of the EDS Agreement, Merchant may terminate this Agreement prior to the expiration of the term hereof upon at least 60 days prior written notice and payment to (PBW) of an amount equal to $40,000. In addition to its other rights hereunder, (PBW) may terminate this Agreement at any time upon notice to Merchant as a result of any of the following events: (i) any noncompliance by Merchant with this Agreement, the Rules or the Operating Procedures which, provided there is no fraud involved, is not cured within thirty (30) days, (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving Merchant, its parent or an affiliated entity, (iii) (PBW) deems Merchant to be financially insecure, or (iv) Merchant or any person owning or controlling Merchant's business is or becomes listed in the Combined Terminated Merchant File maintained by VISA and MasterCard. Upon any termination of this Agreement, the obligations, warranties, and liabilities of Merchant pertaining to Sales Data or credit memoranda presented (including without limitation Merchant's obligations as to subsequent chargebacks of such Sales Data, whether or not the amount of such subsequent chargebacks is liquidated as of the date first set forth above of termination) shall survive such termination and shall continue in full force and effect until the first as if such termination had not occurred. Upon notice of the following occurs: (i) the payment in full of the Notes and the any termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3PBW) receives satisfaction shall notify merchant of the Global Rating Agency Condition, estimated aggregate dollar amount of Merchant's chargebacks and other obligations and liabilities that (4PBW) shall not cause the Issuer or the pool of Assets reasonably anticipates subsequent to become required to register as an investment company under the provisions of the Investment Company Acttermination, and Merchant shall immediately deposit such amount with or provide a letter of credit to (5PBW) 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. Merchant shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments have no rights to the Holders and (ii) written acceptance of appointment and assumption of such funds until all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and its obligations under this Agreement within 90 days after the date are satisfied and (PBW) may receive out of the resignation such funds those amounts which are or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. become due to (fPBW) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) 8.1 This Agreement shall commence as of on the date first set forth above EFFECTIVE DATE and shall continue in force and effect until thereafter for term(s) coextensive with the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture SUPPLY AGREEMENT, unless sooner terminated in accordance with its terms; (ii) Section 8.2 or 8.3 hereof, provided however, in the liquidation of event the Assets and the final distribution of the proceeds of such liquidation SUPPLY AGREEMENT is terminated pursuant to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (bSection 11.2(i), 11.2(ii) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below11.2(iii), this Agreement may be shall continue through May 5, 2025, unless sooner terminated by BARD, with or without cause by the Portfolio Manager, and the Portfolio Manager may resigncause, upon at least not less than ninety (90) days’ written ' notice given by BARD to HYDROMER. 8.2 In the Issuer (event of a material breach or such shorter notice as is acceptable default by BARD of any term or provision of this Agreement on its part to the Issuer); providedbe observed or performed hereunder, that, the Portfolio Manager LICENSOR shall have the right to resign immediately upon give BARD notice thereof, whereupon BARD shall have thirty (30) days from the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation date of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant notice to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (cure or cause the outgoing Portfolio Manager to take cure of such action) consistent with breach or default. If such breach or default is timely cured, this Agreement shall remain in full force and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such successioneffect. If such breach is not timely cured, LICENSOR shall have the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under right to immediately terminate this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written upon notice of any removal or resignation of the Portfolio Managerto BARD. (f) 8.3 In the event of removal a material breach or default by LICENSOR of any term or provision of this Agreement on its part to be observed or performed hereunder, BARD shall have the Portfolio Manager by right to give LICENSOR notice thereof, whereupon LICENSOR shall have thirty (30) days from the Issuer date of such notice to cure or cause the cure of such breach or default. If such breach or default is timely cured, this Agreement shall remain in full force and effect. If such breach is not timely cured, BARD shall have the right to immediately terminate this Agreement upon notice to LICENSOR. 8.4 During the nine (9) month period following termination of this Agreement for any reason, BARD and its AFFILIATES shall have the right to sell their remaining inventory of PRODUCT and any product coated with any NEW COATING. All sales pursuant to this Agreement, the Issuer Section 8.4 shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, be subject to the extent so provided in the Indentureprovisions of Section 2.3 and Article III relating to royalties, may by written notice to the Portfolio Manager as provided under exclusive of minimum annual royalties. 8.5 Termination of this Agreement terminate all by either party in accordance with the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 provisions of this Agreement, as applicable, and upon acceptance by a successor portfolio manager Article VIII shall not constitute an election of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerremedies.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Securities and the Secured Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Collateral Trustee (or who will forward such shorter notice as is acceptable to each Holder), and the Issuer)Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities or Secured Debt are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis. (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Xxxxxxxxxx Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities and Secured Debt. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities and Secured Debt, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Collateral Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon the later of the expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections subsection (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below)contrary, this Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 30 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to and the Issuer)Rating Agency; provided, thathowever, that no such termination or resignation shall be effective until the Portfolio Manager date as of which a successor collateral manager shall have been appointed and shall have assumed all of the right Collateral Manager’s duties and obligations pursuant to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or in writing, and the Indenture Issuer shall use its best efforts to be appoint a violation of successor collateral manager to assume such law or regulationduties and obligations. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or that the Issuer takes any action which would require a registration of determines in good faith that the Issuer or of the pool of Assets has become required to register as an investment company under the provisions of the Investment Company ActAct by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Portfolio Collateral Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 12, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f2(g), 8(c), 10 (other than and 15 of this Agreement, which provisions shall survive the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) termination of this Agreement. (ei) Any Upon any removal for cause pursuant to Section 14 or resignation of the Portfolio Collateral Manager pursuant to this Section 12 while any Notes are Outstanding will not be effective until (i) the appointment by Debt is Outstanding, the Issuer, and with the consent of unless a Majority of the Controlling ClassClass has objected (such objection not be unreasonable) within 15 days after written notice of the appointment has been provided to holders of the Secured Debt, (including, for the avoidance of doubt, Interests held by the Collateral Manager, its Affiliates and any account or fund managed by the Collateral Manager or any of its Affiliates), shall appoint as a successor portfolio collateral manager that is an any established institution with experience managing assets similar to the Assets that which (1i) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Collateral Manager under this Agreement and the Indenturehereunder, (2ii) is legally qualified and has the capacity to act as a collateral manager hereunder, as successor to the Portfolio Collateral Manager under this AgreementAgreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (3) receives satisfaction of the Global Rating Agency Condition, (4iii) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company ActAct and (iv) will not, by its appointment, cause the Issuer to be subject to U.S. federal, state or local income tax on a net basis (including any withholding tax liability under Section 1446 of the Code). If no successor collateral manager shall have been appointed or an instrument of acceptance and assumption by a successor collateral manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor collateral manager by the Issuer, and (5) shall not result in the imposition issuance of any entity-level or withholding tax on notice of a vote regarding the Issuer in excess of that already payable by the Issuer or the payments successor collateral manager to the Holders and of the Secured Debt, or (iib) written acceptance within 40 days after the date of notice of resignation or a Notice of Removal (as defined below) of the Collateral Manager, the resigning or removed Xxxxxxxxxx Manager or the Trustee, on behalf of the Holders of the Secured Debt, may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of the Holders of the Secured Debt. In connection with such appointment and assumption of all and subject to the provisions of the duties Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and obligations of such successor shall agree; provided, however, that no compensation payable to such successor from payments on the Portfolio Assets shall be greater than that paid to the Collateral Manager under this Agreement and under without the terms prior written consent of a Majority of the Indenture applicable to the Portfolio Manager by such successor portfolio managerDebt (voting collectively). The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If Promptly following the Portfolio Manager shall resign or be removed but appointment of a successor portfolio collateral manager in accordance with the foregoing, the Issuer shall not have assumed provide written notice thereof to the Rating Agency. (ii) Upon a successor collateral manager agreeing in writing to assume all of the Portfolio Collateral Manager’s duties and obligations under this Agreement within 90 days hereunder, any amendment reducing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect and the resignation or removal, then Senior Collateral Management Fee and the Portfolio Manager Subordinated Collateral Management Fee payable to such successor collateral manager shall be equal to the Senior Collateral Management Fee and the Subordinated Collateral Management Fee on the Closing Date; provided that any amendment increasing the Senior Collateral Management Fee or the Issuer may petition any court Subordinated Collateral Management Fee made after the Closing Date and prior to the date of competent jurisdiction for the appointment of such written agreement shall remain in full force and effect upon a successor portfolio manager. No vote of any Holder and no satisfaction collateral manager agreeing in writing to assume all of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Collateral Manager’s duties and obligations hereunder. (f) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(d) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until [ ] [ ], 2020 (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless previously terminated as provided below. Following the Initial Term, this Agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors based on a determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) the liquidation compensation payable to the Manager is unfair to the Company and the Subsidiaries; 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 Assets Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution 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 proceeds Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such liquidation to the holders of Notes; or 45-day period and (iiiB) the termination 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 subsections the provisions of Section 13(a) (bincluding a termination as a result of the expiration of the third Renewal Term if no Internalization Transaction has occurred prior thereto pursuant to Section 17 of this Agreement) or (cSection 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 the greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, or (ii) the Internalization Price (as defined in Section 11 or Section 12 17(e) below). Any Termination Fee will be payable by the Operating Partnership in OP Units equal to the Termination Fee divided by the average of the daily market price of the Common Stock for the ten consecutive trading days immediately preceding the date of termination within 90 days after occurrence of the event requiring the payment of the Termination Fee. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below)expiration of the Initial Term or Renewal Term, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as is acceptable notice. The Company shall not be required to pay the Termination Fee to the Issuer); provided, that, Manager if the Portfolio 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(fSection 13(c), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Trustee (or who will forward such shorter notice as is acceptable to each Holder), and the Issuer)Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Collateral Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Xxxxxxxxxx Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon the later of the expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Agreement shall commence as be in effect until three years from the date of completion of the Initial Public Offering (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date first thereafter (a “Renewal Term”) unless at least two-thirds of the Board of Directors, including a majority of the Independent Directors, agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Board of Directors, including a majority of the Independent Directors, determines to be fair pursuant to the procedure set forth above below. The Company may elect not to renew this Agreement upon the expiration of the Initial Term or any Renewal Term pursuant to the preceding sentence 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 Board of Directors, including a majority of the Independent Directors, and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least a majority of the Board of Directors, including a majority 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 until on the first 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 occurs: 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 the Company and its Subsidiaries and the commitment of resources by the Manager, in the event that this Agreement is terminated in accordance with the provisions of Section 12(a) or Section 13(b) of this Agreement, the Operating Partnership and its Subsidiaries shall pay or cause to be paid 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 payment in full of the Notes average annual Base Management Fee and the termination of the Indenture in accordance with its terms; (ii) the liquidation average annual Incentive Fee earned by the Manager, in each case during the 24-month period immediately preceding such termination, calculated as of the Assets and the final distribution end of the proceeds of such liquidation most recently completed fiscal quarter prior to the holders date of Notes; or (iii) termination. The obligation of the Operating Partnership and its Subsidiaries to pay the Termination Fee shall survive the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below)expiration of the Initial Term or Renewal Term, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as is acceptable notice. The Operating Partnership and its Subsidiaries shall not be required to pay the Termination Fee to the Issuer); provided, that, Manager if the Portfolio 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(fSection 12(c), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. 2.1 The term of this Agreement (a"Term") This Agreement shall commence as of on the date first set forth above Effective Date and shall continue in force and effect until the first earlier of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms[INSERT END DATE]; (ii) the liquidation full and complete delivery of the Assets and Services to the final distribution satisfaction of Xxxxx; (iii) termination pursuant to the proceeds terms of any section of this Agreement (including, this section); (iv) termination by Xxxxx without cause, upon atleast thirty (30) days' written notice to Contractor; (v) termination by Xxxxx pursuant to a material breach by Contractor, which breach has not been cured to Xxxxx’x satisfaction within thirty (30) days subsequent to written notice of such liquidation to the holders of Notesbreach from Xxxxx; or (iiivi) termination by mutual agreement of the Parties. 2.2 Upon any termination of this Agreement in accordance with subsections Agreement, Contractor shall cease its performance related to the Services and shall deliver to Brown all of Xxxxx'x proprietary information, Confidential Information (bas defined herein), or Work Product (as defined herein) used or generated under this Agreement. Any termination by Xxxxx, whether by default or otherwise, shall be without prejudice to any claims, damages, or other rights of Xxxxx against Contractor. Any pre-paid Fees (as defined herein) or reimbursable expenses paid by Xxxxx shall be pro-rated and refunded to Xxxxx within thirty (c30) days of this Section 11 or Section 12 the termination of this Agreement. 2.3 In addition to other termination rights set forth in this Agreement, if Contractor (a) fails to deliver the Services as specified in this Agreement or fails to make progress so as to endanger performance of the Services; (b) Notwithstanding fails to perform any other provision hereof to the contrary (but subject to subsection (e) below), of this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer)Agreement; provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated becomes financially unstable, insolvent, makes an assignment in the event the Portfolio Manager favor of creditors, or the Issuer takes any action which would require a registration of the Issuer enters bankruptcy or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. dissolution procedures; or (d) If is purchased by another company (regardless of the form of such transaction), then in each case, Xxxxx may terminate the whole or any part of this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have immediately without any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreementliability. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Noteholders in accordance with the Indenture, (ii) the payment in full of the Secured Notes; , and the satisfaction and discharge of the Indenture in accordance with its terms or (iii) the early termination of this Agreement in accordance with subsections Section 12(b), (bc), (d), (e) or (cf) of this Section 11 or Section 12 of this Agreement14. (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) and the Trustee (and the Issuer shall direct the Trustee to distribute a copy of such notice to the Holders within five (5) Business Days of receipt); provided, that, provided that the Portfolio 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 Portfolio Collateral Manager of its duties hereunder or under the Indenture to be a violation of such law or regulation. (c) No resignation or removal of the Collateral Manager pursuant to this Agreement shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted and assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”). (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 or cause the Trustee to transmit copies of such notice to the Holders and each Rating Agency and shall appoint a successor Collateral Manager in accordance with the procedures set forth in clause (e) below; provided that (i) such successor Collateral Manager has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (ii) such successor Collateral Manager 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) such successor Collateral Manager has agreed to coordinate with the replaced Collateral Manager regarding communications with the Rating Agencies, (iv) such appointment does not cause or result in the Issuer becoming, or require the pool of Assets to be registered as, an investment company under the Investment Company Act and (v) the Global Rating Agency Condition has been satisfied with respect to such appointment. (e) A Majority of the Subordinated Notes will nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof) within 30 days of initial notice of the resignation or removal of the Collateral Manager and if the Majority of the Controlling Class consents thereto, such proposed successor will be appointed the successor Collateral Manager by the Issuer; provided that the Global Rating Agency Condition has been satisfied with respect to such appointment. If a Majority of the Subordinated Notes fails to nominate such a successor within 30 days of initial notice of the resignation or removal of the Collateral Manager or if a Majority of the Controlling Class does not consent thereto within ten days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of initial notice of the resignation or removal of the Collateral Manager, nominate a successor Collateral Manager that meets the criteria set forth in clause (d) above (other than subclause (v) thereof). If a Majority of the Subordinated Notes consents to such Controlling Class nominee, such nominee shall be appointed the successor Collateral Manager by the Issuer; provided the Global Rating Agency Condition has been satisfied with respect to such appointment. If no successor Collateral Manager is appointed within 90 days with the consent thereto of a Majority of the Controlling Class (if nominated by a Majority of the Subordinated Notes) or the consent thereto of a Majority of the Subordinated Notes (if nominated by a Majority of the Controlling Class) (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) the appointment by of the Issuer, and with the consent of Collateral Manager, a Majority of the Subordinated Notes and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) Collateral Manager, in any such case whose appointment shall become effective after such successor has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of accepted its appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Collateral Manager’s duties and obligations under pursuant to this Agreement within 90 days after in an Instrument of Acceptance and without the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote consent of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerHolder. (f) In The successor Collateral Manager shall be entitled to the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, Collateral Management Fee set forth in Section 8(a) (and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided it defers such fees, the Collateral Management Fee due and owing to such successor Collateral Manager under Section 8(b)) and no compensation payable to such successor Collateral Manager shall be greater than as set forth in Section 8 without the Indentureprior written consent of 100% of each Class of Notes (voting separately by Class, may by written notice to including the Portfolio Class A-2 Notes), including Collateral Manager as provided under this Agreement terminate all Notes. Upon the rights and obligations later of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period periods with respect to termination specified in this Section 11 12 or in Section 12 14 and the acceptance of this Agreement, as applicable, and upon acceptance its appointment hereunder by a the successor portfolio manager of appointmentCollateral Manager, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managerCollateral Manager. The Issuer, the Trustee and the successor Collateral Manager shall take such action (or cause the outgoing Collateral Manager to take such action) consistent with this Agreement and as shall be necessary to effect any such succession. (g) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (h) below. (h) Sections 6, 7 (with respect to any indemnity or insurance provided thereunder), 8 (with respect to any accrued and unpaid Collateral Management Fee) 10, 12(g), 15, 17, 21, 22, 23 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture is terminated in accordance with its terms; , this Agreement shall be in effect until December 31, 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 or (ii) the liquidation compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Assets Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution 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 proceeds Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such liquidation to the holders of Notes; or 45 day period and (iiiB) the termination of Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with subsections (b) or (cthe provisions of Section 13(a) of this Section 11 or Section 12 Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of four times the sum of the average annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the 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. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below), anniversary date of this Agreement may be terminated without cause by of any year during the Portfolio ManagerInitial Term or Renewal Term, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or such shorter notice as is acceptable Company informing it of the Manager’s intention to the Issuer); provideddecline to renew this Agreement, that, the Portfolio 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 Portfolio Manager of its duties under whereupon this Agreement or shall not be renewed and extended and this Agreement shall terminate effective on the Indenture to be a violation anniversary date of this Agreement next following the delivery of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofnotice. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 13, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f)6, 10 (other than the first sentence of subclause (a) thereof)9, 1310, 14 and 20(b13(b) and (c16 of this Agreement. In addition, Sections 8(g) and 11 of this Agreement shall survive termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Until this Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture 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 liquidation compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Assets Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the final distribution 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 proceeds Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such liquidation to the holders of Notes; or 45-day period and (iiiB) the termination 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 subsections (b) or (cthe provisions of Section 13(a) of this Section 11 or Section 12 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 the average annual Base Management Fee 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. (bc) Notwithstanding any other provision hereof No later than 180 days prior to the contrary (but subject to subsection (e) below), anniversary date of this Agreement may be terminated without cause by of any year during the Portfolio ManagerInitial Term or Renewal Term, and the Portfolio Manager may resign, upon at least ninety (90) days’ deliver written notice to the Issuer (or 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 shorter notice as notice. The Company is acceptable not required to pay to the Issuer); provided, that, Manager the Portfolio Termination Fee if the 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 Portfolio Manager of its duties under terminates this Agreement or the Indenture pursuant to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereofthis Section 13(c). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 13, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f6, 9, 10, 13(b), 10 (other than the first sentence of subclause (a) thereof15(b), 13and 16 of this Agreement. In addition, 14 Sections 11 and 20(b) and (c) 21 of this Agreement shall survive termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or subject to U.S. federal, state or local income tax on a net income basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Xxxxxxxxxx Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the final liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders Holders, (ii) the payment in full of the Notes; , and the satisfaction and discharge of the Indenture in accordance with its respective terms or (iii) the early termination of this Agreement in accordance with subsections Section 12(b), (bc) or (cd) of this Section 11 or Section 12 of this Agreement14 hereof (subject, in all cases, to Section 12(f)). (b) Notwithstanding any other provision hereof Subject only to the contrary clause (but subject to subsection (ec) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 90 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to which the Issuer agrees) to the Issuer), the Trustee and each Applicable Rating Agency; provided, thathowever, that the Portfolio Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations regulation which renders the performance by the Portfolio Collateral Manager of its duties hereunder or under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under Notwithstanding the provisions of clause (b) above, no resignation or removal of the Investment Company ActCollateral Manager, for cause or without cause, shall be effective until the date as of which a successor Collateral Manager shall have been appointed and approved and has accepted all of the Issuer notifies the Portfolio Manager thereofCollateral Manager’s duties and obligations pursuant to this Agreement in writing (an “Instrument of Acceptance”). (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have Upon any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Collateral Manager or any removal under Section 14 that is to take place while any of the Notes are Outstanding will not be effective until (i) Outstanding, the appointment by Issuer at the Issuer, and with the consent direction of a Majority of the Controlling ClassSubordinated Notes (or in the case of removal for Cause of the Collateral Manager, if all of the Subordinated Notes consist of Collateral Manager Notes, a successor portfolio manager Majority of the most senior Class of Notes that is an established institution not comprised entirely of Collateral Manager Notes) will, with experience managing assets similar notice to each Applicable Rating Agency (with a copy to the Assets outgoing Collateral Manager), appoint as a replacement Collateral Manager an institution that (1i) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Collateral Manager under this Agreement and the Indenturehereunder, (2ii) is legally qualified and has the capacity to act as a Collateral Manager hereunder, as successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction Agreement in the assumption of all of the Global Rating Agency Conditionresponsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, 17 (4iii) shall does not cause result in either of the Issuer Co-Issuers becoming, or require the pool of Assets collateral to become required to register as be registered as, an investment company under the provisions of the Investment Company Act, Act and (5iv) shall does not result in cause the imposition of any entity-level or withholding Issuer to be subject to U.S. federal income tax with respect to its net income. No compensation payable to such a successor from payments on the Issuer in excess of Assets shall be greater than that already payable by the Issuer or the payments permitted to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Collateral Manager under this Agreement and under without the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment prior written consent of a successor portfolio manager. No vote Majority of any Holder and no satisfaction each Class of the Global Rating Agency Condition will be required in connection with such appointment Notes, voting separately by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement)Class. Upon expiration of the applicable notice period periods with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointmentherein, all authority and power of the Portfolio Collateral Manager under this Agreement or the Indenturehereunder, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio institution upon the acceptance by such institution of its appointment hereunder. The Issuer, the Trustee, the outgoing Collateral Manager and the successor collateral manager shall take such action consistent with this Agreement and the terms of the Indenture as shall be necessary to effect any such succession. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the Collateral Manager of its duties under this Agreement or the Indenture to be a violation of any law or regulation, within 30 days) following the termination or resignation of the Collateral Manager, the Collateral Manager shall have the right to petition a court of competent jurisdiction to appoint a successor Collateral Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment, notice of such appointment is provided to each Applicable Rating Agency and without the consent of any Holder. (e) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in clause (g) below. (f) If Barings BDC resigns or is removed as Collateral Manager hereunder, within 30 days after the date on which a successor Collateral Manager (so long as such successor Collateral Manager is not an Affiliate of Barings BDC) has assumed the duties and obligations of the Collateral Manager hereunder, the Issuer will, and will cause the Co-Issuer to, change its name to remove any reference to “Barings.” (g) Collateral Manager Notes will be disregarded and deemed not to be Outstanding with respect to a vote to (i) terminate this Agreement, (ii) remove or replace the Collateral Manager, (iii) approve a successor collateral manager, if the Collateral Manager is being terminated for Cause pursuant to Section 14 or (iv) waive an event constituting Cause under Section 14 as a basis for termination of the Collateral Management Agreement or removal of the Collateral Manager. For all other purposes, the voting rights of the Collateral Manager Notes will not be restricted. (h) Sections 6, 8(d), 10, 21, 22, 23 and 28, insofar as they relate to the period ending with the termination of this Agreement, and Sections 8(e), 12(h), 15, 17, 24 and 25 shall survive any termination of this Agreement pursuant to this Section 12 or Section 14. 18 Section 13.

Term Termination. (a) This Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence as of on the date first set forth above Effective Date and shall continue in full force and effect until effect. PINE will provide Client with ninety (90) days written notice of any changes to the first terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of the following occurs: non-renewal within sixty (i60) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds days of such liquidation notice, the changes proposed by PINE shall be deemed to the holders of Notes; or (iii) the termination of be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in accordance with subsections the manner set forth in PINE’s written notice, and shall become operative and effective upon the expiration of the ninety (b90) or day notice period above. If Client timely objects in writing to such changes within sixty (c60) days of this Section 11 or Section 12 of this Agreementsuch notice, the Parties shall seek to agree in writing to such changes on mutually agreeable terms. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this 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. By a Party, with or without cause by the Portfolio Manager, and the Portfolio Manager may resignwithout penalty, upon at least ninety (90) days’ prior written notice. iii. With respect to the Services provided by the PFO, and without penalty to either party, by the Trust’s Board on sixty (60) days’ prior written notice to PINE. Should the Issuer (or such shorter notice Trust terminate the Services of the individual appointed by PINE to serve as is acceptable to the Issuer); providedPFO for any reason, that, the Portfolio Manager PINE shall have the right to resign immediately upon designate another qualified employee of PINE, subject to ratification by the effectiveness Board and the independent trustees of the Board, to serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board. iv. By a Party for cause if: (A) the other Party materially defaults in the performance of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the Indenture other Party engages or is alleged to be 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. v. By PINE for cause if: (A) Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such law default within five (5) days after being given written notice of such payment default; (B) Client on three (3) or regulationmore occasions fails to timely provide complete and accurate instructions, explanations, information, and documentation that is reasonably requested by PINE within fifteen (15) days of receiving written request therefore; or (C) Client declines to implement PINE’s advice with respect to an accounting and/or compliance matter within the scope of Services for which PINE is responsible within fifteen (15) days of receiving written notice from PINE identifying the critical nature of the advice, XXXX’s recommended course of action, and XXXX’s basis for concluding that implementing such course of action is necessary or appropriate. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require Upon a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated termination pursuant to this Xxxxxxx 00Section 12, xxxx Client will compensate PINE for Services actually provided through the effective date of any such termination within ten (10) days of the parties shall have any further liability effective date of such termination. Upon the expiration or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) earlier termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until , XXXX agrees to: (i) the appointment by the Issueruse reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the consent of a Majority related transition of the Controlling ClassServices to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of a successor portfolio manager that training services (or such amount of training as is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally deemed reasonably necessary and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders appropriate); and (ii) written acceptance promptly return to Client any Confidential Information, including, without limitation, the books and records of appointment Client. Any training and assumption of all of the duties and obligations of the Portfolio Manager other services under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as section shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all billed at an hourly rate of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager$250. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Securities and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections clause (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, resign upon at least ninety (90) 90 days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer) prior written notice to the Issuer, the Collateral Trustee (who will forward such notice to each Holder), and the Rating Agency; provided, thathowever, that the Portfolio 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 Portfolio Collateral Manager of its duties under this Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. No such termination or resignation shall be effective until the date as of which a successor collateral manager shall have been appointed in accordance with this Agreement and delivered an instrument of acceptance to the Issuer and the resigned Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager’s duties and obligations pursuant to this Agreement. (c) If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 8(c), 10, 15 and 22 of this Agreement, which provisions shall survive the termination of this Agreement. (d) Promptly after notice of any removal for Cause pursuant to Section 14 hereof or resignation of the Collateral Manager pursuant to this Section 12 while any Securities are Outstanding, the Issuer shall: (i) transmit copies of such notice to the Collateral Trustee (who shall forward a copy of such notice to the Holders), the Fiscal Agent and the Rating Agency; and (ii) at the direction of a Majority of the Preferred Shares appoint as a successor collateral manager any institution that (A) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager hereunder, (B) is legally qualified and has the capacity to assume all of the duties, responsibilities and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (C) does not cause the Issuer or the pool of Assets to become required to register under the Investment Company Act, (D) has been approved by a Majority of the Controlling Class and a Majority of the Preferred Shares (provided, for the avoidance of doubt, that if a Majority of the Controlling Class or a Majority of the Preferred Shares has nominated such successor, it shall be deemed to have approved of such successor) and (E) does not by its appointment cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or to be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code). (e) If (i) a Majority of the Preferred Shares fails to nominate a successor within 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 Preferred Shares within 10 days of the date of the notice of such nomination, then a Majority of the Controlling Class shall, within 60 days of the failure described in clause (i) or (ii) of this sentence, as the case may be, nominate a successor Xxxxxxxxxx Manager that meets the criteria set forth in clause (d)(ii) above. If a Majority of the Preferred Shares approves such proposed successor nominated pursuant to the preceding sentence, such nominee shall become the Collateral Manager. If no successor Collateral Manager is appointed within 90 days (or, in the event of a change in applicable law or regulation which renders the performance by the resigning Collateral Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c, within 30 days) This Agreement shall be automatically terminated in following the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal termination or resignation of the Portfolio Manager while Collateral Manager, any Notes are Outstanding will not be effective until (i) of the appointment by the IssuerCollateral Manager, and with the consent of a Majority of the Preferred Shares and the Majority of the Controlling Class, Class shall have the right to petition a court of competent jurisdiction to appoint a successor portfolio manager that is an established institution with experience managing assets similar Xxxxxxxxxx Manager, in either such case whose appointment shall become effective after such successor has accepted its appointment and without the consent of any Holder of any Securities. (f) Any successor Collateral Manager shall be entitled to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement Base Management Fee and the Indenture, (2) is legally qualified and has Subordinated Management Fee accruing from the capacity effective date of its appointment. No compensation payable to act as a such successor to the Portfolio Collateral Manager under this Agreement, (3) receives satisfaction shall be greater than such components of the Global Rating Agency Condition, (4) shall not cause Management Fee without the Issuer or the pool prior written consent of Assets to become required to register as an investment company under the provisions 100% of the Investment Company ActHolders of each Class of Securities, and including Collateral Manager Securities. (5g) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Collateral Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for Promptly following the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of collateral manager in accordance with the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The foregoing, the Issuer will shall provide written notice thereof to the Rating Agencies with written notice of any removal or resignation of the Portfolio ManagerAgency. (fh) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(c) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) 15.1 This Agreement shall commence as of on the date first set forth above hereof and shall continue in force and effect until for three (3) years (the first “Initial Term”), unless earlier terminated pursuant to this Section 15; The Manufacturer shall have the option to renew this Agreement (the “Renewal Option”) for an additional two (2) years period after expiration of the following occurs: Initial Term (ia “Renewal Term”) the payment in full by delivering a written notice of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation renewal to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon Company at least ninety (90) days’ written notice days prior to the Issuer expiration date of the Initial Term or relevant Renewal Term (the Initial Term and the Renewal Term are hereinafter collectively referred to as the “Term”). 15.2 If a party fails to meet one or more of any material terms and conditions hereof (a “default”), and the defaulting party fails to cure such shorter default or submit an acceptable written plan to resolve such default within sixty (60) days following notice as is acceptable to the Issuer); provided, thatof default, the Portfolio Manager non-defaulting party shall have the right to resign terminate this Agreement by furnishing the defaulting party with thirty (30) days written notice of termination. 15.3 A party shall have a right to terminate this Agreement immediately upon should the effectiveness other party become insolvent; enter into or file on its own a petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; have filed against it an involuntary petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction, which is not dismissed within sixty (60) days after filing; enter into a receivership of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties assets; enter into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors; or engage in a sale of all or substantially all of its assets as would cause such party to be unable to fulfill its obligations under this Agreement or the Indenture to be a violation of such law or regulationAgreement. (c) This 15.4 The Company shall have the right to terminate this Agreement shall be automatically terminated with immediate effect in the event of a Force Majeure event (as that term is defined in Section 18.1 below) that continues in effect for a period of ninety (90) days and affects the Portfolio Manager or the Issuer takes any action which would require a registration ability of the Issuer or of the pool of Assets under the Company to obtain Products from Manufacturer. 15.5 The provisions of the Investment Company ActSections 8 (Warranty, Epidemic Failure), 11 (Intellectual Property Rights), 13 (Confidential Information), 14 (Non-Competition), 15 (Term; Termination), 16 (Effect of Termination), 17 (Indemnification), and 18 (General) shall survive the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability expiration or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) earlier termination of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occursbe effective upon: (i) the payment in full adoption, execution and delivery of this Agreement by both Parties and (ii) the execution and delivery of the Notes Comprehensive Agreement by the Department and the termination Design-Builder and the satisfaction of any conditions to the effectiveness of the Indenture Comprehensive Agreement. This Agreement shall expire ninety (90) days after the date on which the Department makes final payment to the Design-Builder and all claims relating to the Project have been resolved or are barred in accordance with the Comprehensive Agreement if this Agreement is not terminated earlier in accordance with its terms; . (iib) The Department may terminate this Agreement, for cause, in the liquidation event of a material breach by the Assets and Commission of this Agreement. If so terminated, the final distribution of Commission shall pay for all Project costs incurred in accordance with the proceeds of such liquidation to the holders of Notes; or (iii) the termination terms of this Agreement through the date of termination and all reasonable costs incurred by the Department pursuant to the terms of the Comprehensive Agreement to terminate the Comprehensive Agreement. The Virginia General Assembly's failure to appropriate funds to the Commission as described in accordance with subsections Section 7.02 (bAppropriations Requirements) of this Agreement and/or repeal or amendment of the legislation establishing the HRTF or the Commission’s powers shall not be considered material breaches of this Agreement by the Commission if such failure to appropriate or such repeal or amendment eliminates funds that under the Commission’s funding plan were scheduled to be used for the Project or renders the Commission without legal authority to provide any of that funding for the Project. Before initiating any proceedings to terminate under this Section 7.01 (Term; Termination), the Department shall give the Commission sixty (60) days’ written notice of any claimed material breach of this Agreement and the reasons for termination; thereby allowing the Commission an opportunity to investigate and a reasonable opportunity to cure (within such 60- day period or within a reasonable time thereafter) any such alleged breach. (c) The Commission may terminate this Agreement, for cause, resulting from the Department's material breach of this Section 11 Agreement. If so terminated, the Department shall refund to the Commission all funds the Commission provided to the Department for the Project and, to the extent permitted by law, with interest at the Applicable Rate. The Commission will provide the Department with sixty (60) days’ written notice that the Commission is exercising its rights to terminate this Agreement and the reasons for termination. Prior to termination, if the Department has substantially completed the Project or Section 12 a portion that is severable (meaning it is subject to independent use), the Department may request that the Commission excuse the Department from refunding funds paid in respect of the substantially completed Project or portion, and the Commission may, in its sole discretion, excuse the Department from refunding all or a portion of the funds the Commission provided to the Department for the substantially completed Project or portion thereof. No such request to be excused from refunding will be allowed where the Department is liable for negligence, willful misconduct, violation of law, or breach of the Comprehensive Agreement or this Agreement. (bd) Notwithstanding any other provision hereof Upon termination, the Department will release or return to the contrary (but subject to subsection (e) below)Commission all unexpended Commission funds and, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer extent permitted by law, with interest at the Applicable Rate, no later than sixty (or such shorter notice as is acceptable to 60) days after the Issuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness date of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreementtermination. (e) Any removal The following provisions shall survive the expiration or resignation early termination of the Portfolio Manager while any Notes are Outstanding will not be effective until this Agreement: (i) the appointment by the Issuer, and with the consent of a Majority Section 3.02(a) (General Obligations of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and Department); (ii) written acceptance of appointment and assumption of all Section 3.02(c) (General Obligations of the duties and obligations Department); (iii) Section 3.02(d) (General Obligations of the Portfolio Manager under this Agreement and under the terms Department); (iv) Section 3.02(e)(iii) (General Obligations of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action Department); (or cause the outgoing Portfolio Manager to take such actionv) consistent with this Agreement and the terms Section 4.01(e) (General Obligations of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all Department); (vi) Section 4.02 (Ownership and Use of the Portfolio Manager’s duties Project Following Final Completion); (vii) Section 4.10 (Books and obligations under this Agreement within 90 days after the date Records); (viii) Section 4.11 (Commission Interest in Project Assets); (ix) Section 4.12(d) (Early Termination of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Comprehensive Agreement). Upon expiration ; (x) Section 5.02(e) (Payment Requisitions); (xi) Section 5.03 (Periodic Compliance Reviews); (xii) Article 6 (Dispute Resolution); and (xiii) Article 7 (Miscellaneous) (with the exception of the applicable notice period with respect to termination specified in this Section 11 or Section 12 7.08 (Engagement of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerCounsel)).

Term Termination. The term of this Agreement (a"Term") This Agreement shall commence as of on the date first set forth above Effective Date and shall continue in force and effect until the first earlier to occur of the following occursfollowing: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its termsi)Click or tap to enter contract expiration date; (ii) the liquidation full and complete delivery of the Assets and Services to the final distribution satisfaction of Xxxxx; (iii) termination pursuant to the proceeds terms of any section of this Agreement (including, this section); (iv) termination by Xxxxx without cause, upon thirty (30) days' written notice to Contractor; (v) termination by Xxxxx or Contractor pursuant to a material breach by the other Party, which breach has not been cured to the non-breaching Party’s satisfaction within thirty (30) days subsequent to written notice of such liquidation to the holders of Notesbreach from Xxxxx or Contractor, as applicable; or (iiivi) termination by mutual agreement of the Parties. Upon any termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreement. (b) Notwithstanding any other provision hereof , Contractor shall cease its performance related to the contrary Services and shall deliver to Brown all of Xxxxx'x proprietary information (but subject to subsection including, Confidential Information) (e) belowas defined herein), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety or Work Product (90as defined herein) days’ written notice to the Issuer (used or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(f), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager generated under this Agreement, (3) receives satisfaction of the Global Rating Agency Conditionand such Services in progress or completed Services as Xxxxx may request. Any cancellation or termination by Xxxxx or Contractor, (4) shall not cause the Issuer whether for default or the pool of Assets to become required to register as an investment company under otherwise in accordance with the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, shall be without prejudice to any claims or damages or other rights by the applicable Party. To the extent any Fees or reimbursable expenses have been prepaid by Xxxxx, Contractor shall refund to Xxxxx a prorated portion of such Fees or reimbursable expenses within thirty (30) days of termination. To the extent any Fees have been accrued but unpaid by Brown, Brown shall pay Contractor such Fees within forty-five (45) days of termination. In addition to other termination rights set forth in this Agreement, if Contractor (a) fails to deliver the Services as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Manager under specified in this Agreement or fails to make progress so as to endanger performance of the IndentureServices; (b) fails to perform any other provision of this Agreement; (c) becomes financially unstable, whether with respect to insolvent, makes an assignment in favor of creditors, or enters bankruptcy or dissolution procedures; or (d) is purchased by another company (regardless of the Assets form of such transaction), then in each case Xxxxx may terminate the whole or otherwise, shall automatically and any part of this Agreement immediately without further action by any Person pass to and be vested in the successor portfolio managerliability.

Term Termination. This Agreement shall become effective if and only ----------------- if the Company consummates an initial public offering of the Company's Common Stock on or before January 31, 1998. Provided that the Executive is employed on the date the initial public offering is consummated as provided above, the employment of the Executive pursuant to this Agreement shall continue for a period of five (5) years from such date or, if earlier, the occurrence of any of the following events: (a) This Agreement shall commence as the death or total disability of the date first set forth above and shall continue in force and effect until Executive (total disability meaning the first failure of the following occursExecutive to perform his normal required services hereunder for a period of six consecutive months during the term hereof by reason of the Executive's mental or physical disability) (a "Disability Termination Event"); (b) termination by the Company of the Executive's employment hereunder for "Good Cause," which shall exist upon the occurrence of any of the following: (i) the payment in full Executive is convicted of, pleads guilty to, or confesses to any felony or any act of the Notes and the termination of the Indenture in accordance with its terms; fraud, misappropriation or embezzlement, (ii) the liquidation Executive engages in a fraudulent act to the material damage or prejudice of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; Company, or (iii) the termination of this Agreement in accordance Executive otherwise fails to comply with subsections (b) or (c) of this Section 11 or Section 12 the terms of this Agreement. (b) Notwithstanding , breaches any other provision hereof obligation or violates any duty to the contrary (but subject to subsection (e) below), this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon at least ninety (90) days’ written notice to the Issuer (or such shorter notice as is acceptable to the Issuer); provided, that, the Portfolio Manager shall have the right to resign immediately upon the effectiveness of any material change in Company under applicable law or regulations which renders deviates from any written policies or directives of the performance by Board, in any such case to the Portfolio Manager material detriment of its duties under this Agreement or the Indenture to be a violation Company, and, within 30 days after written notice from the Board of such law failure, breach, violation or regulation.deviation, the Executive has not corrected such failure (in any such case, a "Good Cause Termination Event"); (c) This Agreement shall be automatically terminated in termination by the event the Portfolio Manager or the Issuer takes any action which would require a registration Company of the Issuer or Executive's employment hereunder for any reason other than as a result of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof.a Good Cause Termination Event (a "No Cause Termination Event"); (d) If termination by the Executive of the Executive's employment hereunder for "Good Reason", which shall mean (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting requirements), authority or duties or responsibilities as contemplated by Section 1 hereof or any other action by the Company that results in a material diminishment in such position (including, without limitation, reduction in the Executive's Base Salary from that in effect on the date hereof), authority, duties or responsibilities, other than action or inaction on the part of the Company that is corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, (ii) any material failure by the Company to comply with the terms of this Agreement Agreement, including, without limitation, Sections 2 and 5 hereof, which is terminated not corrected by the Company within 30 days after receipt of written notice thereof given by the Executive, (iii) the Company's requiring the Executive to be based at any office or location more than 40 miles away from that at which the Executive is based as of the date of this Agreement, except for travel reasonably required consistent with past practices, in the performance of the Executive's responsibilities, or (iv) any purported termination by the Company of the Executive's employment pursuant to this Xxxxxxx 00Agreement other than as permitted herein, xxxx in each such case without the prior written consent of the parties shall have Executive (in any further liability or obligation to the other partiessuch case, except as provided in Sections 7(fa "Good Reason Termination Event"), 10 (other than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement.; or (e) Any removal or resignation voluntary termination by the Executive of the Portfolio Manager while any Notes are Outstanding will not be effective until Executive's employment hereunder other than for "Good Reason" (ias defined above) the appointment by the Issuer, and with the consent of (a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager."Voluntary Termination Event"): (f) In the event occurrence of removal a "Change in Control" in respect of the Portfolio Manager by Company, which shall mean any event or series of events which result in any "Person" (as hereinafter defined) and its "Affiliates" (as hereinafter defined) or any group of Persons (as the Issuer pursuant to this Agreement, the Issuer shall have all term "group" is used in Section 13(d) of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations Securities Exchange Act of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement1934, as applicableamended, and upon acceptance by a successor portfolio manager of appointmentthe rules thereunder), all authority other than Xxxxxx X. Xxxxxx, Xx. and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio manager.Metropolitan Life Insurance

Term Termination. (a) This Agreement shall commence as of the date first set forth above and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes Debt and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation pursuant to the holders terms of Notesthe Indenture; or (iii) the termination of this Agreement in accordance with subsections subsection (b) or (c) of this Section 11 12 or Section 12 14 of this Agreement. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below)contrary, this Agreement may be terminated without cause by the Portfolio Collateral Manager, and the Portfolio Collateral Manager may resign, upon at least ninety (90) 30 days’ prior written notice to the Issuer (or such shorter notice as is acceptable to and the Issuer)Rating Agency; provided, thathowever, that no such termination or resignation shall be effective until the Portfolio Manager date as of which a successor collateral manager shall have been appointed and shall have assumed all of the right Collateral Manager’s duties and obligations pursuant to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio Manager of its duties under this Agreement or in writing, and the Indenture Issuer shall use its best efforts to be appoint a violation of successor collateral manager to assume such law or regulationduties and obligations. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or that the Issuer takes any action which would require a registration of determines in good faith that the Issuer or of the pool of Assets has become required to register as an investment company under the provisions of the Investment Company ActAct by virtue of any action taken by the Collateral Manager, and the Issuer notifies the Portfolio Collateral Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 12, xxxx of the parties such termination shall have be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f2(g), 8(c), 10 (other than and 15 of this Agreement, which provisions shall survive the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) termination of this Agreement. (ei) Any Upon any removal for cause pursuant to Section 14 or resignation of the Portfolio Collateral Manager pursuant to this Section 12 while any Notes are Outstanding will not be effective until (i) Debt is Outstanding, a Majority of the appointment by the IssuerSubordinated Notes, and with the consent of unless a Majority of the Controlling ClassClass has objected (such objection not be unreasonable) within 30 days after written notice of the appointment has been provided to holders of the Notes, (including, for the avoidance of doubt, Notes held by the Collateral Manager, its Affiliates and any account or fund managed by the Collateral Manager or any of its Affiliates), shall appoint as a successor portfolio collateral manager that is an any established institution with experience managing assets similar to the Assets that which (1i) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Collateral Manager under this Agreement and the Indenturehereunder, (2ii) is legally qualified and has the capacity to act as a collateral manager hereunder, as successor to the Portfolio Collateral Manager under this AgreementAgreement in the assumption of all of the responsibilities, duties and obligations of the Collateral Manager hereunder and under the applicable terms of the Indenture, (3) receives satisfaction of the Global Rating Agency Condition, (4iii) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company ActAct and (iv) will not, by its appointment, cause the Issuer to be subject to U.S. federal, state or local income tax on a net basis (including any withholding tax liability under Section 1446 of the Code). If no successor collateral manager shall have been appointed or an instrument of acceptance and assumption by a successor collateral manager shall not have been delivered to the Collateral Manager (a) within 20 days after approval of the successor collateral manager by the Issuer, and (5) shall not result in the imposition issuance of any entity-level or withholding tax on notice of a vote regarding the Issuer in excess of that already payable by the Issuer or the payments successor collateral manager to the Holders and of the Notes, or (iib) written acceptance within 40 days after the date of notice of resignation or a Notice of Removal (as defined below) of the Collateral Manager, the resigning or removed Collateral Manager or the Trustee, on behalf of the Holders of the Notes, may petition any court of competent jurisdiction for the appointment of a successor collateral manager without the approval of the Holders of the Notes. In connection with such appointment and assumption of all and subject to the provisions of the duties Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and obligations of such successor shall agree; provided, however, that no compensation payable to such successor from payments on the Portfolio Assets shall be greater than that paid to the Collateral Manager under this Agreement and under without the terms prior written consent of a Majority of the Indenture applicable to the Portfolio Manager by such successor portfolio managerDebt (voting collectively). The Issuer, the Trustee and the successor portfolio collateral manager shall take such action (or cause the outgoing Portfolio Collateral Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Collateral Manager, as shall be necessary to effectuate any such succession. If Promptly following the Portfolio Manager shall resign or be removed but appointment of a successor portfolio collateral manager in accordance with the foregoing, the Issuer shall not have assumed provide written notice thereof to the Rating Agency. (ii) Upon a successor collateral manager agreeing in writing to assume all of the Portfolio Collateral Manager’s duties and obligations under this Agreement within 90 days hereunder, any amendment reducing the Senior Collateral Management Fee or the Subordinated Collateral Management Fee made after the Closing Date and prior to the date of such written agreement shall no longer be given effect and the resignation or removal, then Senior Collateral Management Fee and the Portfolio Manager Subordinated Collateral Management Fee payable to such successor collateral manager shall be equal to the Senior Collateral Management Fee and the Subordinated Collateral Management Fee on the Closing Date; provided that any amendment increasing the Senior Collateral Management Fee or the Issuer may petition any court Subordinated Collateral Management Fee made after the Closing Date and prior to the date of competent jurisdiction for the appointment of such written agreement shall remain in full force and effect upon a successor portfolio manager. No vote of any Holder and no satisfaction collateral manager agreeing in writing to assume all of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Collateral Manager’s duties and obligations hereunder. (f) In the event of removal of the Portfolio Collateral Manager by the Issuer pursuant to this AgreementAgreement by the Issuer, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, may by notice in writing to the extent so provided in the Indenture, may by written notice to the Portfolio Collateral Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Collateral Manager under this Agreement (except those that survive termination pursuant to subsection 11(dSection 12(d) above or as otherwise provided in this Agreementabove). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 12 or Section 12 14 of this Agreement, as applicable, and upon acceptance by a successor portfolio manager of appointment, all authority and power of the Portfolio Collateral Manager under this Agreement or the IndentureAgreement, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person person or entity pass to and be vested in the successor portfolio managercollateral manager upon the appointment thereof. Nevertheless, the Collateral Manager shall take such steps as may be reasonably necessary to transfer such authority and power.

Term Termination. (a) This Agreement shall commence as of may be terminated by the Issuer by an instrument in writing delivered or mailed, postage prepaid, to the Custodian and the Indenture Trustee, such termination to take effect on the date first set forth above of such delivery or receipt by the Custodian; provided, however, that until a successor custodian shall have been appointed by the Issuer, and the Custodian shall have transferred the Financial Assets and other Property as provided below, this Agreement shall continue in full force and effect until the first of the following occurs: (i) the payment in full of the Notes and the termination of the Indenture in accordance with its terms; (ii) the liquidation of the Assets and the final distribution of the proceeds of such liquidation to the holders of Notes; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 or Section 12 of this Agreementeffect. (b) Notwithstanding any other provision hereof to the contrary (but subject to subsection (e) below), this This Agreement may be terminated without cause by the Portfolio ManagerCustodian by an instrument in writing delivered or mailed, and the Portfolio Manager may resignpostage prepaid, upon at least ninety (90) days’ written notice to the Issuer and the Indenture Trustee (or such shorter notice as is acceptable with a copy to the Issuer); provided, that, the Portfolio 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 Portfolio Manager of its duties under this Agreement or the Indenture to be a violation of such law or regulation. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00, xxxx of the parties shall have any further liability or obligation to the other parties, except as provided in Sections 7(fRating Agencies), 10 (other such termination to take effect not sooner than the first sentence of subclause (a) thereof), 13, 14 and 20(b) and (c) of this Agreement. (e) Any removal or resignation of the Portfolio Manager while any Notes are Outstanding will not be effective until (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that thirty (130) has demonstrated an ability to professionally and competently perform duties reasonably comparable to those imposed upon the Portfolio Manager under this Agreement and the Indenture, (2) is legally qualified and has the capacity to act as a successor to the Portfolio Manager under this Agreement, (3) receives satisfaction of the Global Rating Agency Condition, (4) shall not cause the Issuer or the pool of Assets to become required to register as an investment company under the provisions of the Investment Company Act, and (5) shall not result in the imposition of any entity-level or withholding tax on the Issuer in excess of that already payable by the Issuer or the payments to the Holders and (ii) written acceptance of appointment and assumption of all of the duties and obligations of the Portfolio Manager under this Agreement and under the terms of the Indenture applicable to the Portfolio Manager by such successor portfolio manager. The Issuer, the Trustee and the successor portfolio manager shall take such action (or cause the outgoing Portfolio Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of such delivery or mailing if Wilmington Trust Company is being replaced as Indenture Trustee under the resignation Indenture, or removal(ii) ninety (90) days after the date of such delivery or mailing; provided, then however, that until a successor custodian shall have been appointed and the Portfolio Manager or 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 may petition any court within ninety (90) days of competent jurisdiction for the appointment delivery by the Custodian of its notice of termination of this Agreement, the Indenture Trustee acting alone shall designate such successor custodian, in writing delivered to the Issuer and the Custodian, selected from among the ten largest commercial banks (in terms of deposit) in New York City or in accordance with the directions of a successor portfolio manager. No vote final order or judgment of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice If a successor custodian shall be appointed as herein provided upon termination of any removal or resignation of the Portfolio Manager. (f) In the event of removal of the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer Custodian shall have transfer all Property to the designated account of the rights and remedies available with respect thereto at law successor custodian physically or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indentureappropriate book-entry system, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to termination specified in this Section 11 or Section 12 of this Agreement, as applicableif feasible, and upon acceptance by a successor portfolio manager of appointment, thereupon the Custodian shall be discharged from any and all authority and power of the Portfolio Manager under this Agreement or the Indenture, whether with respect to the Assets or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerresponsibility hereunder.

Term Termination. (a) This Agreement shall commence become effective as of the date first set forth above 2021 Refinancing Date and shall continue in force and effect until the first of the following occurs: (i) the payment in full of the Notes and Secured Notes, the termination of the Indenture in accordance with its termsterms and the payment in full of the Subordinated Notes; (ii) the liquidation of the Assets Collateral and the final distribution of the proceeds of such liquidation to the holders of NotesNoteholders; or (iii) the termination of this Agreement in accordance with subsections (b) or (c) of this Section 11 12 or Section 12 of this Agreement13. (b) Notwithstanding any other provision provisions hereof to the contrary (but subject to subsection (e) below)contrary, this Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Investment Manager may resign, resign upon at least ninety (90) 90 days’ prior written notice to the Issuer Issuer, the Rating Agencies and the Trustee (or such shorter notice as is acceptable to the Issuer); provided, thathowever, that such resignation shall not be effective until the Portfolio date as of which a successor Investment Manager shall have has been appointed in accordance with Section 12(e) and has accepted the right duties of the successor Investment Manager hereunder. The Issuer will use commercially reasonable efforts to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Portfolio appoint a successor Investment Manager of its to assume such duties under this Agreement or the Indenture to be a violation of such law or regulationand obligations. (c) This Agreement shall be automatically terminated in the event the Portfolio Manager or the Issuer takes any action which would require a registration of the Issuer or of the pool of Assets under the provisions of the Investment Company Act, and the Issuer notifies the Portfolio Manager thereof[Reserved]. (d) If this Agreement is terminated pursuant to this Xxxxxxx 00Section 12 or Section 13, xxxx of the parties shall have such termination will be without any further liability or obligation of either party to the other partiesother, except as provided in Sections 7(f)8, 10 (other than the first sentence of subclause (a) thereof), 1310, 14 and 20(b) and (c) of this Agreement23. (e) Any Upon any removal or resignation of the Portfolio Investment Manager (in each case, whether pursuant to this Section 12 or pursuant to Section 13) while any of the Secured Notes or Subordinated Notes are Outstanding will not be effective until Outstanding, the Issuer shall, as directed in accordance with the immediately succeeding paragraph, appoint as successor Investment Manager an institution which (i) the appointment by the Issuer, and with the consent of a Majority of the Controlling Class, of a successor portfolio manager that is an established institution with experience managing assets similar to the Assets that (1) has demonstrated an ability to professionally and competently perform duties reasonably comparable similar to those imposed upon the Portfolio Investment Manager under this Agreement and hereunder (or that has been approved by a Majority of the IndentureControlling Class), (2ii) is legally qualified and has the capacity to act as a Investment Manager hereunder, as successor to the Portfolio Investment Manager under this AgreementAgreement in the assumption of all of the responsibilities, duties and obligations of the Investment Manager hereunder and under the applicable terms of the Indenture, (3) receives satisfaction of the Global Rating Agency Condition, (4iii) shall not cause the Issuer or the Co-Issuer or the pool of Assets Collateral to become required to register as an investment company under the provisions of the Investment Company ActAct 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 (5) shall not result has agreed in writing to assume all of the imposition of any entity-level or withholding tax on Investment Manager’s duties and obligations with respect to the Issuer in excess of that already payable period commencing with such appointment. Any successor Investment Manager must be appointed by the Issuer at the direction of (a) a Majority of the Subordinated Notes and not rejected by a Majority of the Controlling Class or (b) a Majority of the Controlling Class and not rejected by a Majority of the Subordinated Notes, in each case within 20 days of the issuance of notice of a vote regarding (or the payments appointment of) such successor Investment Manager to the Holders of the Notes. For purposes of this paragraph, in determining whether the Holders of the requisite percentage of Aggregate Outstanding Amount of the Controlling Class or Subordinated Notes have given such rejection, Investment Manager Securities shall not be disregarded and shall be deemed to be Outstanding. 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 (iia) written within 20 days after approval of the successor Investment Manager by the Issuer, and the issuance of notice of a vote regarding (or the appointment of) such 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 resigning Investment Manager, a Majority of the Controlling Class or a Majority of the Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Investment Manager without the approval of the Holders of the Notes. In connection with such appointment and assumption of all and subject to the provisions of the duties Indenture, the Issuer may make such arrangements for the compensation of such successor as the Issuer and obligations of such successor Investment Manager shall agree; provided, however, that no compensation payable to such successor Investment Manager from payments on the Portfolio Collateral shall be greater than that paid to the Investment Manager under this Agreement and under without the terms prior written consent of a Majority of the Indenture applicable to Aggregate Outstanding Amount of the Portfolio Manager by such successor portfolio managerNotes voting separately. The Issuer, the Trustee and the successor portfolio manager Investment Manager shall take such action (or cause the outgoing Portfolio Investment Manager to take such action) consistent with this Agreement and the terms of the Indenture applicable to the Portfolio Investment Manager, as shall be necessary to effectuate any such succession. If the Portfolio Manager shall resign or be removed but a successor portfolio manager shall not have assumed all of the Portfolio Manager’s duties and obligations under this Agreement within 90 days after the date of the resignation or removal, then the Portfolio Manager or the Issuer may petition any court of competent jurisdiction for the appointment of a successor portfolio manager. No vote of any Holder and no satisfaction of the Global Rating Agency Condition will be required in connection with such appointment by a court of competent jurisdiction. The Issuer will provide the Rating Agencies with written notice of any removal or resignation of the Portfolio Manager. (f) In Upon the event later of removal of (i) the Portfolio Manager by the Issuer pursuant to this Agreement, the Issuer shall have all of the rights and remedies available with respect thereto at law or equity, and, without limiting the foregoing, the Issuer or the Trustee, to the extent so provided in the Indenture, may by written notice to the Portfolio Manager as provided under this Agreement terminate all the rights and obligations of the Portfolio Manager under this Agreement (except those that survive termination pursuant to subsection 11(d) above or as otherwise provided in this Agreement). Upon expiration of the applicable notice period with respect to a termination specified in this Section 11 12 or Section 12 of this Agreement13, as applicable, and upon acceptance (ii) the acceptance, in writing, by a successor portfolio manager Investment Manager of such appointment, all authority and power of the Portfolio Investment Manager under this Agreement or and the Indenture, whether with respect to the Assets Collateral Obligations or otherwise, shall automatically and without further action by any Person pass to and be vested in the successor portfolio managerInvestment Manager.