Common use of Term Termination Clause in Contracts

Term Termination. a) This Agreement shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearFebruary 3, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2000 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning January 3, 2001 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Except as provided below, the term of this Agreement shall commence on the Effective Date date hereof and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated terminate on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breachthird anniversary hereof. For the avoidance of doubt, failure any extensions provided below are subject to adhere the approval by the DOJ pursuant to a Funding Entity- selected embargo period the Final Judgment. (b) If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to on the third anniversary hereof, Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to such date stating that despite the reasonable efforts of Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be deemed subject to review or challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be breach permitted by the DOJ. (c) If Crown and its Affiliates have not completed the Brewery Expansion Plan on or prior to the end of any additional term implemented pursuant to Section 8.1(b), Crown may provide written notice to Supplier not later than one hundred twenty (120) days prior to the end of such additional term stating that despite the reasonable efforts of Crown and its Affiliates to complete such Brewery Expansion Plan, which statement shall not be subject to review or challenge by Supplier, continuing supply of Product is required, the terms and provisions of this Agreement shall continue for an additional year, or such lesser period as Crown may set forth in the notice. Prior to the DOJ’s decision to approve or deny any extension as described in Section 8.1(a), the Supplier shall conduct itself as if the extension set forth in any such notice from Crown will be permitted by the DOJ. (d) Under no circumstances shall the term of this Agreement exceed five (5) years. 8.2 Supplier may terminate this Agreement upon written notice to Crown following a Change of Control. Any such termination shall become effective on the sixtieth (60th) day after delivery of such notice to Crown. 8.3 Upon expiration of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months the obligations of the Effective Dateparties to supply and purchase Products shall terminate, shall be deemed but all rights and obligations accrued or relating to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk periods prior to the Publisher Memberdate of expiration shall continue and remain in full force and effect.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of date that is one (1) year after the current yeardate hereof, and thereafter shall on each anniversary of such date be deemed renewed according 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 Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the 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 original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company 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 the Company agree to a revised Management Fee (or other compensation structure) 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 Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT’s ability to meet and payment perform their respective obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of TRUST, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination.event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST; c(f) The Publisher Member At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may terminate this Agreement fail to so qualify. Termination shall be effective upon ninety receipt of notice by LIFE COMPANY; (90g) days prior written noticeAt the option of LIFE COMPANY, but shall not be entitled to a refund upon TRUST's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Publisher Member’s self-selected Embargo Period within twelve (12) months Regulated Investment Company under Subchapter M of the Effective DateCode or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and NB MANAGEMENT whether LIFE COMPANY elects to continue to make TRUST shares available after such suspension termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or removalas required by state insurance laws or regulations, CHORUS will endeavor LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and payment perform FUND's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of FUND, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund FUND's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND shall, at the option of LIFE COMPANY, continue to make available additional FUND shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation FUND, redeem investments in FUND and/or invest in FUND upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify FUND and ADVISER whether LIFE COMPANY elects to continue to make FUND shares available after such suspension termination. If FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either FUND or removalLIFE COMPANY may terminate the Agreement, CHORUS will endeavor as so continued pursuant to provide Publisher Member with this Section 8.3, upon sixty (60) days prior written notice within 30 to the other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified FUND of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of the current yeardate that is one (1) year after May 15, 2013, and thereafter shall on each anniversary of such date be deemed renewed according 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 Common Shares, agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the 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 original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company 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 the Company agree to a revised Management Fee (or other compensation structure) 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 Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of the Original Management Agreement (May 15) of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. a) This Agreement shall commence on upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed renewed3 according to the terms of the then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership a renewal fee. b) . A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Affiliate Member pays its annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment may in absence of a waiver from CHOR shall result in automatic termination, effective as of the Publisher Member’s terminationend of the then-current term. cb) The Publisher Affiliate Member may terminate this Agreement upon ninety (90) 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. dc) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Affiliate Member. CHORUS CHOR may terminate this Agreement and Publisher Affiliate Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach, including as set forth in Section 5. For Except in the avoidance case of doubt, termination for failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementtimely pay fees, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUSCHOR’s Board shall review and approve any decision to terminate Publisher Affiliate Member’s membership in CHORUS CHOR and participation in the CHORUS Service. The Publisher As part of such review, Affiliate 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, the decision to terminate shall rest solely with CHORUSCHOR. fd) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d8(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on upon the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed renewed2 according to the terms of the then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership a renewal fee. b) . A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Affiliate Member pays its annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice from CHOR, which shall provide for at least net 30 days payment), or if CHOR elects, in its sole discretion, to accept a late payment. Failure to make timely payment may in absence of a waiver from CHOR shall result in automatic termination, effective as of the Publisher Member’s terminationend of the then-current term. cb) The Publisher Affiliate Member may terminate this Agreement upon ninety (90) 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. dc) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Affiliate Member. CHORUS CHOR may terminate this Agreement and Publisher Affiliate Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach, including as set forth in Section 5. For Except in the avoidance case of doubt, termination for failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementtimely pay fees, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUSCHOR’s Board shall review and approve any decision to terminate Publisher Affiliate Member’s membership in CHORUS CHOR and participation in the CHORUS Service. The Publisher As part of such review, Affiliate 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, the decision to terminate shall rest solely with CHORUSCHOR. fd) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d8(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and payment perform FUND's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of FUND, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund FUND's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of FUND, if the Effective DateVariable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be deemed to be a material breach.effective immediately upon such occurrence without notice; e(j) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice except that no such termination shall occur and no prior written consent need be given for FUND to assign this Agreement to a successor entity organized for the purpose of allowing the FUND to redomesticate to a different jurisdiction in a tax-free reorganization. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND at LIFE COMPANY's option will continue to make available additional FUND shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts") unless FUND discontinues to make additional FUND shares available to all beneficial owners. If FUND shares continue to be made available after such suspension termination, the provisions of this Agreement shall remain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or removalas required by state insurance laws or regulations, CHORUS will endeavor LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified FUND of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until March 31, 2013 (the Effective Date “Current Term”) and shall continue through December 31 be automatically renewed for a one-year term on that date and each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors or the holders of at least a majority of the outstanding Common Sharesagree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Current Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective 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 thereafter this Agreement shall be renewed according terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s self-selected Embargo Period within twelve (12) months the amount of four times the sum of the Effective Dateaverage annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Current Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. ethe other, except as provided in Sections 6, 9, 10, 13(b) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In addition, Sections 8(i) (including the event provisions of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Exhibit B) and 11 of this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. a) This The Term of this Agreement shall commence on the Effective Date date first set out above and shall continue through December 31 in effect for a period of three (3) years, with the term automatically extending on the first and each subsequent anniversary of the current Agreement for one additional year, and thereafter shall be renewed according unless the Executive or the Company gives written notice to the terms other prior to any anniversary date that the Agreement will not be so extended; provided, however, upon the occurrence of a "Change in Control" as defined hereinbelow, this Agreement shall automatically renew for a term of three (3) years from the Change in Control Date, subject thereafter to further automatic renewal and/or notice of termination as provided above. This Agreement shall also terminate upon the occurrence of any of the then-current version following events: (a) the death or total disability of this Agreement the Executive (total disability meaning the failure of the Executive to perform his normal required services hereunder for a period of six consecutive twelve months during the term hereof by reason of the Executive's mental or physical disability) (12) month periods upon invoicing and payment of an annual membership renewal fee.a "Disability Termination Event"); (b) A renewal shall not require signature termination by the Company of the PartiesExecutive's employment hereunder for "Good Cause," which shall exist upon the occurrence of any of the following: (i) the Executive is convicted of, and shall be deemed pleads guilty to, or confesses to have occurred if Publisher Member pays its annual membership renewal fee according any felony or any act of fraud, misappropriation or embezzlement, (ii) the Executive engages in a fraudulent act to the payment terms indicated on material damage or prejudice of the renewal invoice. CHORUS may electCompany, in its sole discretion, or (iii) the Executive otherwise fails to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce comply with the terms of this Agreement against or deviates from any written policies or procedures of its membersthe Company, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status in either such case to the material detriment of the Company and, within 30 days after written notice from the Company of such failure or deviation, the Executive has not corrected such failure (in any such case, a "Good Cause Termination Event"); (c) termination by the Company of the Executive's employment hereunder for any reason other than as a member result of CHORUSa Good Cause Termination Event (a "No Cause Termination Event"); (d) termination by the Executive of the Executive's employment hereunder for "Good Reason", which shall mean (i) upon 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 (S) 1 hereof or any other action by the Company that results in a material diminishment in such position, 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 for failure to pay fees 90 days after such fees are due; thereof given by the Executive, (ii) upon written notice for any failure by the Company to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For comply with the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach terms of this Agreement, but failure including, without limitation, Sections 2 and 5 hereof, which is 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 adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months be based at any office or location more than 50 miles away from that at which the Executive is based as of the Effective Datedate of this Agreement; provided, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely Company may require travel reasonably consistent with CHORUS. f) Notwithstanding past practices in the foregoing, CHORUS reserves the right to temporarily suspend any part performance of the CHORUS Service Executive's responsibilities, or to temporarily or permanently remove links to (iv) any Article upon determination in CHORUS’s sole discretion that purported termination by the continuation of such aspect Company of the CHORUS Service Executive's employment pursuant to this Agreement other than as permitted herein, in each such case without the prior written consent of the Executive (generally or with respect to a specific member) or linking to in any such Article could result in legal risk to CHORUScase, without following the procedures outlined in Section 10(da "Good Reason Termination Event"). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination ; or (e) voluntary termination by the Publisher Member that Executive of the Article may infringe the rights of Executive's employment hereunder other than for "Good Reason" (as defined above) (a third party or otherwise present legal risk to the Publisher Member"Voluntary Termination Event").

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one year and shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, date hereof and shall be deemed extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning January 1, 2000 for an additional one-month period (such period, as it may be extended from time to have occurred if Publisher Member pays its annual membership renewal fee according time, being herein referred to as the payment terms indicated on the renewal invoice. CHORUS may elect"Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and payment perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its annual membership renewal fee according to broker-dealer affiliates by the payment terms indicated on SEC, the renewal invoice. CHORUS may electNASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund TRUST's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional purchase payments under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any such suspension or removala termination of this Agreement pursuant to Section 8.2 hereof, CHORUS will endeavor to provide Publisher Member with notice LIFE COMPANY, within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.ten

Term Termination. (a) This Agreement The term of this Lease shall commence on the Effective date set forth as the Rent Commencement Date and in the Fundamental Lease Provisions, provided the Premises are "ready for occupancy" (as that term is defined in Section 7 hereof), but if the Premises are not ready for occupancy on such date then the term shall continue through December 31 commence on the date which is seven (7) days after the mailing of notice by Landlord to Tenant that the Premises are "ready for occupancy". The term shall be for the period set forth in the Fundamental Lease Provisions, plus, if the Rent Commencement Date shall not be the first day of a month, the part of a month from the date of the current yearRent Commencement Date to the last day of the calendar month in which it occurs. Each of the parties hereto agrees upon demand of the other, to execute a declaration expressing the commencement date of the term as soon as the commencement date has been determined. If Tenant, or its contractors, are permitted to take possession prior to the Rent Commencement Date, Tenant shall comply with all terms and conditions of the Lease other than payment of Basic Annual Rent, Taxes or Operating Costs. (b) This Lease shall terminate at the end of the original term hereof, or any extension or renewal thereof without the necessity of any notice from either Landlord or Tenant to terminate the same, and thereafter Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be renewed according entitled to the benefit of all provisions of law respecting the summary recovery of possession of premises from a tenant holding over to the same extent as if statutory notice had been given. For the period of four (4) months prior to the expiration of the term, or any renewal or extension thereof, and provided that Tenant has not provided Landlord with notice of Tenant’s intent to exercise its option to renew pursuant to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Partiesconditions below, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Landlord shall have the right to require CHORUS show the Premises and all parts hereof to prospective tenants during normal business hours. (c) At the expiration or earlier termination of this Lease, Tenant shall, at Tenant's expense, remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights all of a third party or otherwise present legal risk Tenant's personal property and repair all injury done to the Publisher MemberPremises or any part of the Premises by or in connection with the installation or removal of said property, and surrender the Premises, broom clean and in as good condition as they were at the beginning of the term, reasonable wear and tear excepted. All property of Tenant remaining on the Premises after the expiration or earlier termination of this Lease shall be conclusively deemed abandoned and at Landlord's option, may be retained by Landlord, or may be removed by Landlord, and Tenant shall reimburse Landlord for the cost of such removal. Landlord may have any such property stored at Tenant's risk and expense.

Term Termination. (a) This The performance of the Services under this Agreement shall commence on the Effective Distribution Date and shall continue through December 31 in full force and effect until the end of the current yearlast Service Period or the earlier date upon which this Agreement has been otherwise terminated in accordance with the terms hereof. (b) During the term of this Agreement, and thereafter Holdings may instruct Brink’s to discontinue providing certain Services or otherwise reduce its level of such Services upon giving Brink’s ten Business Days prior written notice. Upon the early termination of any Service pursuant to this Section 5(b) or upon the expiration of the applicable Service Period, following the effective time of the termination, Brink’s shall no longer be obligated to provide such Service, provided that Holdings shall be renewed according obligated to the terms of the thenreimburse Brink’s for any reasonable out-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed of-pocket expenses or costs attributable to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s such termination. (c) The Publisher Member Holdings may terminate this Agreement in its entirety upon ninety (90) 30 days prior written notice to Brink’s. (d) Either party to this Agreement shall have, in addition to any other rights and remedies it may have, the right to terminate this Agreement on 30 days’ prior written notice to the other, if the other party shall breach or default in the performance of any material provision of this Agreement; provided, however, that if it is possible for such breach or default to be cured and the party receiving such notice of termination shall cure such breach or default within a 30 day period after receipt of such notice, but then this Agreement shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accruedcontinue in full force and effect. d(e) CHORUS has Brink’s shall have the right, but not the obligationnotwithstanding any other provisions of this Agreement, and in addition to any other rights and remedies it may have, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement forthwith and Publisher Memberat any time if Holdings becomes insolvent; or if Holdings files a petition in bankruptcy or insolvency; or if Holdings is adjudicated bankrupt or insolvent; or if Holdings files any petition or answer seeking reorganization, readjustment or arrangement of Holdings’s status as business under any law relating to bankruptcy or insolvency; or if a member receiver, trustee or liquidator is appointed for any of CHORUS, the property of Holdings and within 60 days thereof Holdings fails to secure a dismissal thereof; or if Holdings makes any assignment for the benefit of creditors; or in the event of government expropriation of any material portion of the assets of Holdings. (if) upon written notice for failure If Holdings shall fail to pay fees 90 days after such fees are due; (ii) upon written notice for failure any financial obligation to cure any other material breach of Brink’s incurred by it under this Agreement within ten days after notice from Brink’s, then Brink’s shall have the right, notwithstanding Subsection (10d) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach this Section 5 or any other provisions of this Agreement, but failure and in addition to adhere any other rights and remedies it may have, to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breachterminate this Agreement forthwith. e(g) CHORUS’s Board In any event, no termination, cancelation or expiration of this Agreement shall review and approve prejudice the right of either party hereto to recover any decision payment due at the time of termination, cancelation or expiration (or any payment accruing as a result thereof), nor shall it prejudice any cause of action or claim of either party hereto accrued or to terminate Publisher Member’s membership in CHORUS and participation in accrue by reason of any breach or default by the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUSother party hereto. f(h) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk provision herein to the Publisher Membercontrary, Sections 4 and 9 through 16 of this Agreement shall survive the termination of this Agreement.

Term Termination. (a) This Agreement The term of the Executive’s employment hereunder shall be one year and shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, date hereof and shall be deemed extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning June 1, 2008, for an additional one-month period (such period, as it may be extended from time to have occurred if Publisher Member pays its annual membership renewal fee according time, being herein referred to as the payment terms indicated on the renewal invoice. CHORUS may elect“Term”), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Memberthe Executive’s status employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on 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 then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership 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 annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice 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 may in absence of a waiver from CHOR shall result in an automatic termination, effective as of the Publisher Member’s terminationend of the 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) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS CHOR may terminate this Agreement and Publisher Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 90-days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of after the Effective Datefirst year, shall be deemed to be a material breach. e) CHORUS. 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 CHORUS CHOR and participation in the CHORUS Service. The 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, the decision to terminate shall rest solely with CHORUSCHOR. fe) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d10(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement shall commence on immediately upon the Effective Closing Date and shall continue through December 31 terminate upon the earliest to occur of (i) the mutual written agreement of the current year, and thereafter shall be renewed according parties to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement in its entirety, (ii) the complete termination of the Asset Management Agreement or (iii) the third anniversary of the Closing Date. In addition, (x) a Recipient may from time to time terminate this Agreement with respect to any particular Service, in whole but not in part (1) for any reason or no reason upon providing at least ninety (90) days prior written noticenotice to the Provider of such termination, but shall not be entitled subject to a refund the obligation to pay Termination Charges, as provided for under Section 8.02, (2) if the Provider of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS such Service has the right, but not the obligation, failed to enforce the terms of this Agreement against perform any of its membersmaterial obligations under this Agreement with respect to such Service, including Publisher Member. CHORUS and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient, or (3) immediately upon mutual written agreement of the parties hereto, and (y) a Provider may terminate this Agreement and Publisher Member’s status as a member of CHORUSwith respect to one or more Services, (i) in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service or Services, and such failure shall be continued uncured for failure to pay fees 90 a period of thirty (30) days after such fees are due; (ii) upon receipt by the Recipient of a written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For failure from the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Provider. In the event that the effective date of the termination of any particular Service is a day other than at the end of a billing period, the Service Charge associated with such Service shall be pro-rated appropriately. (b) A Recipient may from time to time request a reduction in part of the scope or amount of any particular Service. If requested to do so by Recipient, the Provider agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits to the Provider of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such eventreductions. Similarly, Publisher Member shall have In the right to require CHORUS to remove links to event that any Article upon determination by particular Service is reduced other than at the Publisher Member that the Article may infringe the rights end of a third party or otherwise present legal risk billing period, the Service Charge associated with such Service for the billing period in which such Service is reduced shall be pro-rated appropriately. (c) The Recipient may terminate this Agreement upon the occurrence of a Force Majeure event pursuant to Section 8.04 below that materially disrupts the Publisher Memberprovision of Services, and Provider’s failure to fully restore such Services within sixty (60) days.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the thenVariable Contracts, provided LIFE COMPANY has given TRUST forty- five (45) days' notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-current version 5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement for consecutive twelve pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature limited to shares of the PartiesPortfolios designated in Appendix B), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach conditions of this Agreement, but failure for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to adhere as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to a Publisher Member’s self-selected Embargo Period within twelve (12) months make additional TRUST shares available, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any such suspension terminations of this Agreement by the TRUST, MANAGERS TRUST or removalN&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, CHORUS will endeavor or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and payment perform FUND's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of FUND, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon such occurrence without notice; (f) At the option of FUND if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund FUND's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of FUND, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon such occurrence without notice; (k) At the option of the Effective DateLIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective upon such occurrence without notice; (l) At the option of the LIFE COMPANY by written notice to the FUND and ADVISER with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Section 2.6. Termination shall be effective upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, FUND at its option may elect to continue to make available additional FUND shares, as provided below, for so long as FUND desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if FUND so elects to make additional FUND shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation FUND, redeem investments in FUND and/or invest in FUND upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, FUND and ADVISER, as promptly as is practicable under the circumstances, shall notify LIFE COMPANY whether FUND elects to continue to make FUND shares available after such suspension termination. If FUND shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either FUND or removalLIFE COMPANY may terminate the Agreement, CHORUS will endeavor as so continued pursuant to provide Publisher Member with this Section 8.3, upon sixty (60) days prior written notice within 30 to the other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified FUND of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. a) 10.1 This Agreement shall commence become effective on the initial Effective Date and shall continue through December 31 the obligations of the current yearparties 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) the later of (i) two years after the initial Effective Date of the Registration Statement, and thereafter shall be renewed according (ii) at the Company’s election, the date to which the terms Company is permitted to extend the Offering in accordance with the rules of the then-current version of this Agreement for consecutive twelve Commission as described in the Prospectus; (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature the termination of the PartiesOffering by the Company, and which the Company shall be deemed have the right to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, terminate in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. and absolute discretion at any time; (c) The Publisher Member may terminate this Agreement upon ninety the termination of the effectiveness of the Registration Statement; (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) CHORUS has the right, but not liquidation or dissolution of the obligation, Company and (e) the date the Dealer Manager’s license or registration to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status act as a member of CHORUSbroker-dealer is revoked or suspended by any federal, (i) upon written notice for failure to pay fees 90 days after self-regulatory or state agency and such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement revocation or suspension is not cured within ten (10) business days of notice from the date of such breachoccurrence. 10.2 Upon the termination of this Agreement for any reason, the Dealer Manager shall (a) promptly forward all funds, if any, in 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. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Upon termination of this Agreement, but failure the Dealer Manager shall use its commercially reasonable best efforts to adhere cooperate with the Company and any other party that may be necessary to accomplish an orderly transfer to a Publisher Member’s self-selected Embargo Period within twelve (12) months successor entity of the Effective Date, shall be deemed operation and management of the services the Dealer Manager is providing pursuant to be a material breachthis Agreement. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however10.3 Upon expiration or earlier termination of this Agreement, the decision to terminate Company shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk pay to the Publisher MemberDealer Manager all compensation to which the Dealer Manager is or becomes entitled under this Agreement at such time as such compensation becomes payable.

Term Termination. (a) This Agreement The Employment Period shall commence end on the Effective Date and shall continue through December 31 third annual anniversary of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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 date hereof; provided that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) the Employment Period shall terminate prior to such date upon written notice for failure to pay fees 90 days after such fees are dueExecutive's death, resignation or Disability; (ii) upon written notice the Employment Period may be terminated by the Company at any time prior to such date for failure to cure Cause or without Cause; (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"); and (iv) unless each party is notified in writing within 30 days before the third annual anniversary of the date hereof or the end of a Renewal Period, the Employment Period shall automatically be extended for additional one year periods (each such period, a "Renewal Period"). (b) Upon (1) a Voluntary Termination of the employment relationship by Executive other material breach of this Agreement than within ten (10) business 10 days of notice a Good Reason Event or (2) termination of the Executive's employment relationship by the Company for Cause, prior to the end of the Employment Period (the "Term"), all future compensation or bonuses to which Executive would otherwise be entitled and all fixture benefits for which Executive would otherwise be eligible shall cease and terminate as of the date of such breach. For termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the avoidance benefit of doubt, failure Executive prior to adhere to a Funding Entity- selected embargo period the date of termination shall not be deemed forfeited and shall be paid to Executive promptly. (c) Upon a termination of Executive's employment prior to the end of the Term other than (i) a termination by the Company for Cause or (ii) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event, the Executive shall be breach entitled, in consideration of this AgreementExecutive's continuing obligations hereunder after such termination (including, but failure without limitation, Executive's non-competition obligations), to adhere to a Publisher Member’s selfreceive his Base Salary, payable bi-selected Embargo Period within weekly, and fringe benefits, as if Executive's employment (which shall cease on the date of such termination) had continued for the twelve (12) months of following termination; provided that in the Effective Dateevent Executive's employment is terminated for the reasons set forth in clauses (i) or (ii) above, Executive shall be deemed required to be a material breach. euse his reasonable best efforts to obtain, as expeditiously as possible, employment with at least comparable salary and responsibilities commensurate with those set forth herein. In such event, Executive's right to receive the amounts and benefits set forth in this Section 9(c) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Serviceterminate. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves if Executive obtains employment in accordance with this Section 9(c) and the right salary to temporarily suspend any part be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)severance period. In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.MISCELLANEOUS PROVISIONS

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoiceVariable Contracts as determined by LIFE COMPANY. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of Prompt notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision election to terminate shall rest solely with CHORUS. f) Notwithstanding be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the foregoing, CHORUS reserves the right to temporarily suspend any part requirements of the CHORUS Service Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to temporarily meet and perform FUND's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of FUND, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or permanently remove links any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to any Article meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon determination in CHORUS’s sole discretion that the continuation receipt of such aspect of the CHORUS Service notice; (generally or with respect to a specific membere) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of any such suspension shares as the underlying investment medium of Variable Contracts issued or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following be issued by LIFE COMPANY. Termination shall be effective upon such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.occurrence without notice;

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of date that is three (3) years after the current yeardate hereof, and thereafter shall on each anniversary of such date be deemed renewed according 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 Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the 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 original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company 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 the Company agree to a revised Management Fee (or other compensation structure) 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 Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's ability to meet and perform TRUST's obligations and duties hereunder or N&B MANAGEMENT's ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the thenVariable Contracts, provided LIFE COMPANY has given TRUST forty-current version five (45) days' notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (l) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement for consecutive twelve pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature limited to shares of the PartiesPortfolios designated in Appendix B), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach conditions of this Agreement, but failure for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to adhere as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to a Publisher Member’s self-selected Embargo Period within twelve (12) months make additional TRUST shares available, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any such suspension terminations of this Agreement by the TRUST, MANAGERS TRUST or removalN&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, CHORUS will endeavor or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. a) This The term of this Agreement shall commence on the Effective Date and continue until no Sales Orders remain in effect hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue through December 31 in force for one (1) year from the date of such Sales Order (“Initial Term”). To avoid unintended service interruptions, at the end of the current yearInitial Term, and thereafter at the end of each Renewal Term thereafter, the license term granted under each Sales Order shall be renewed according automatically renew for an additional one (1) year term (each, a “Renewal Term”), unless either party shall provide written notice to the terms other party, not less than sixty (60) days prior to such date of expiration, of its election not to renew such license term. The applicable Subscription Period or Initial Term and each Renewal Term are collectively referred to as the “Term.” This Agreement may be terminated by either party, at any time prior to the expiration of the then-current version Term if the other party has committed a material breach of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its membersobligations hereunder that has not been cured within thirty (30) days after receipt of written notice. This Agreement terminates automatically, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUSwith no further action by either party, if: (i) upon written notice a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for failure to pay fees 90 days after such fees are dueeither party or its property; (ii) upon either party proposes or is subject to a general compromise or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated, wound up, or dissolved; or (v) Licensee breaches any obligation related to Licensor’s Intellectual Property rights which has not been cured within fourteen (14) days from written notice for failure pertaining to cure any other material such breach (or if incapable of this Agreement within ten (10) business days of being cured then immediately upon such written notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(dbeing given). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe license or this Agreement is terminated, all Sales Orders then in effect shall be immediately terminated. Within fifteen (15) days after termination Licensee shall irrevocably erase, or return to Licensor, the rights Software and the Documentation and all copies and portions thereof and shall provide written certification to Licensor that such destruction or return has been completed. Sections 4 (Limitation of a third party Warranty), 5 (Disclaimer), 6 (Indemnification), 8 (Limitations), 11 (Intellectual Property), 12 (Confidential Information), 17 (Term, Termination), 18 (Limitation of Liability), 20 (Miscellaneous) and 21 (Definitions) will survive the termination or otherwise present legal risk to the Publisher Memberexpiration hereof.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until December 31, 2010 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors agree that (i) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and its Subsidiaries or (ii) the compensation payable to the Advisor hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and thereafter this Agreement shall be renewed according terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Advisor within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Advisor hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Advisor agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Advisor are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Advisor during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. For The Company may elect to terminate this agreement under the avoidance provisions of doubt, failure this Section 13(a) prior to adhere the expiration of the Initial Term if the Advisor has failed to a Funding Entity- selected embargo period shall not be deemed to be breach earn Incentive Compensation for four (4) consecutive quarters. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, but failure the Company shall pay to adhere the Advisor, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s selfthe sum of (a) the average annual Base Advisory Fee and (b) the average annual Incentive Compensation earned by the Advisor during the 24-selected Embargo Period within twelve (12) months month period immediately preceding the date of such termination, calculated as of the Effective Dateend of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Advisor may deliver written notice to the Company informing it of the Advisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. ethe other, except as provided in Sections 6, 9, 10, 13(b) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Sections 8(f) and 11 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. a) This Agreement shall commence on 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 then-current most recent version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership 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 annual membership renewal fee according to the payment terms indicated on the in a timely manner (as specified in a renewal invoice. CHORUS may electinvoice 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 may in absence of a waiver from CHOR shall result in an automatic termination, effective as of the Publisher Member’s terminationend of the 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) CHORUS CHOR has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS CHOR may terminate this Agreement and Publisher Member’s status as a member of CHORUSCHOR and participation in the CHORUS Service, (i) upon written notice for failure to pay any fees 90 90-days after such fees are due; (ii) upon written notice for failure to cure any other a material breach of this Agreement agreement within ten (10) 10 business days of notice of such breach. For breachFor the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of after the Effective Datefirst year, shall be deemed to be a material breach. e) CHORUS. 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 CHORUS CHOR and participation in the CHORUS Service. The 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, the decision to terminate shall rest solely with CHORUSCHOR. fe) Notwithstanding the foregoing, CHORUS CHOR reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUSCHOR’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSCHOR, without following the procedures outlined in Section 10(d10(c). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days in a reasonable time frame prior to or following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The Employment Period shall commence end on the Effective Date and shall continue through December 31 fifth annual anniversary of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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 Start Date; provided that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) the Employment Period shall terminate prior to such date upon written notice for failure to pay fees 90 days after such fees are dueExecutive's death or Disability; (ii) upon written notice the Employment Period may be terminated by the Company at any time prior to such date for failure to cure Cause or without Cause; and (iii) the Employment Period may be terminated by Executive at any time for any reason (a "Voluntary Termination"). (b) Upon (1) a Voluntary Termination of the employment relationship by Executive other material breach of this Agreement than within ten (10) business 10 days of notice a Good Reason Event, or (2) termination of Executive's employment relationship by the Company for Cause, 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 date of such breach. For termination; provided, however, that any salary, bonus, incentive payment, deferred compensation or other compensation or benefit which has been earned by or accrued for the avoidance benefit of doubt, failure Executive prior to adhere to a Funding Entity- selected embargo period the date of termination shall not be deemed forfeited and shall be paid to Executive promptly. (c) Upon a termination of Executive's employment other than (i) a termination by the Company for Cause, (ii) a Voluntary Termination of the employment relationship by Executive other than within 10 days of a Good Reason Event, or (iii) on the fifth anniversary of the Start Date, Executive shall be breach entitled (so long as he executes a form of this Agreementthe release attached hereto as Exhibit A), but failure in consideration of Executive's continuing obligations hereunder after such termination (including, without limitation, Executive's non-competition obligations), to adhere to a Publisher Member’s selfreceive his Base Salary, payable bi-selected Embargo Period within weekly, and fringe benefits, as if Executive's employment (which shall cease on the date of such termination) had continued for the twelve (12) months of the Effective Datefollowing termination; provided, that Executive shall be deemed required to be use his reasonable best efforts to obtain, as expeditiously as possible, employment with a material breach. esalary comparable to the Base Salary. In such event, Executive's right to receive the amounts and benefits set forth in this Section 8(c) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Serviceterminate. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves if Executive obtains employment in accordance with this Section 8(c) and the right salary to temporarily suspend any part be paid to Executive is less than the Base Salary, the Company shall pay to Executive an amount equal to such deficiency, payable bi-weekly, for the remainder of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberseverance period.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days’ notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate pursuant to this Section 8.2(b) shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or N&B MANAGEMENT by the SEC, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s ability to meet and perform TRUST’s obligations and duties hereunder or N&B MANAGEMENT’s ability to manage any Portfolio. Prompt notice of such election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUSTs breach of any material provision of this Agreement which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered (unless an exemption from registration is available), issued or sold in accordance with applicable federal and/or state law. TERMINATION SHALL be effective immediately upon such occurrence without notice; (j) At the option of LIFE COMPANY, with respect to a Portfolio, upon the vote of Variable Contract Owners and written approval of LIFE COMPANY to substitute shares of another investment company for the shares of any Portfolio in accordance with the terms of the thenVariable Contracts, provided LIFE COMPANY has given TRUST forty-current version five (45) days’ notice of the date of such substitution; (k) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, MANAGERS TRUST and N&B MANAGEMENT, termination shall be effective immediately upon such occurrence without notice; (1) At the option of LIFE COMPANY if a Portfolio fails to satisfy the diversification requirements set forth in Section 2.7 hereof and does not cure such failure within the grace period afforded by Regulation 1.817-5. Termination shall be effective immediately upon notice. 8.3 Notwithstanding any termination of this Agreement for consecutive twelve pursuant to Section 8.2 hereof, TRUST will continue to make available additional TRUST shares (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature limited to shares of the PartiesPortfolios designated in Appendix B), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according as provided below, at the option of LIFE COMPANY for so long as LIFE COMPANY desires pursuant to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach conditions of this Agreement, but failure for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to adhere as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects for TRUST to a Publisher Member’s self-selected Embargo Period within twelve (12) months make additional TRUST shares available, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and N&B MANAGEMENT whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. The parties agree that this Section 8.3 shall not apply to any such suspension terminations of this Agreement by the TRUST, MANAGERS TRUST or removalN&B MANAGEMENT pursuant to Sections 8.2(f),(h),(i) or (k) hereof. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, CHORUS will endeavor or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY’s assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. aThe term of this Agreement (the "Term") This Agreement shall commence on the Effective Date date of this Agreement and shall continue through December 31 terminate on the earlier of (i) the date of any termination of the current year, and thereafter shall be renewed according Asset Purchase Agreement pursuant to the terms thereof, (ii) the date of the then-current version any termination of this Agreement for consecutive twelve pursuant to this Section 6.1, (12iii) month periods the date of any termination of either of the WOCT Agreements, and (iv) the Closing Date (as defined in the Asset Purchase Agreement). In addition to other remedies available at law or equity and the provisions of Section 1.2 hereof, this Agreement may be terminated as set forth below by either Licensee or Programmer by written notice to the other if the party seeking to terminate is not then in material default or breach hereof, upon invoicing and payment the occurrence of any of the following: (a) this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an annual membership renewal fee.administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review; (b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, other party is in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement its obligations hereunder and has failed to cure such breach within ten thirty (1030) business days of notice of from the non-breaching party, which notice shall specify the breach and the action necessary to cure such breach. For ; (c) the avoidance mutual consent of doubtboth parties (d) there has been a material change in FCC rules, failure to adhere to a Funding Entity- selected embargo period shall not be deemed policies or precedent that would cause this Agreement to be breach in violation thereof and such change is in effect and not the subject of an appeal or further administrative review. Upon any termination of this Agreement, but failure Licensee shall have no further obligation to adhere provide to a Publisher Member’s self-selected Embargo Period within twelve (12Programmer any broadcast time or broadcast transmission facilities and Programmer shall have no further obligations under Section 1.6(b) months of the Effective Date, hereof or to make any payments to Licensee under Section 1.4 hereof. Programmer shall be deemed responsible for all debts and obligations of Programmer to be a material breach. e) CHORUS’s Board shall review third parties based upon the purchase of air time and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part use of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSLicensee's transmission facilities including, without following the procedures outlined in Section 10(d)limitation, accounts payable, barter agreements and unaired advertisements, but not for Licensee's federal, state and local income and business franchise tax liabilities or taxes levied upon Licensee's personal property. In the event of any termination, Programmer shall be entitled to retain all notes and accounts receivable and other receivables of the Station accrued as of the date of such suspension termination (the "Termination Date") relating to advertising time sold by Programmer between the date of this Agreement and the Termination Date ("Programmer Receivables"), and shall be entitled to pursue collection thereof. Licensee shall pay over to Programmer any sums received by Licensee on account of the Programmer Receivables. Notwithstanding anything herein to the contrary, to the extent that any invoice, bill or removalstatement submitted to Licensee after the Termination Datx xx any payment made by Programmer prior to the Termination Date relates to expenses incurred in operating the Station, CHORUS will endeavor for periods both before and after the Termination Date, such expenses shall be prorated between Licensee and Programmer in accordance with the principle that Programmer shall be responsible for expenses allocable to provide Publisher Member with notice within 30 days following such eventthe period prior to the Termination Date and Licensee shall be responsible for expenses allocable to the period on and after the Termination Date. Similarly, Publisher Member shall have Each party agrees to reimburse the right to require CHORUS to remove links to any Article upon determination other party for expenses paid by the Publisher Member that the Article may infringe the rights of a third other party or otherwise present legal risk to the Publisher Memberextent appropriate to implement the proration of expenses pursuant to the preceding sentence.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until June 30, 2012 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless either of the current yearfollowing occurs: (i) at least a majority of the Independent Directors agree that (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company, or (B) the compensation payable to the Advisor hereunder is “unfair” and thereafter an independent arbitrator agrees that such compensation is “unfair” as set forth below; or (ii) the Company elects not to renew this Agreement at the expiration of the Initial Term or any such Renewal Term for any reason. In the event at least a majority of the independent directors agree that the compensation payable to the Advisor hereunder is “unfair,” each of the Company and the Advisor agree to submit the determination of whether such compensation is “unfair” to a single, qualified and independent arbitrator, whose appointment shall be renewed according agreed upon between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. In the event the arbitrator determines that such compensation is “unfair,” the Company shall have the right to terminate the Agreement in the manner prescribed below. The Company shall bear all reasonable costs and expenses in connection with hiring such arbitrator. Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement under clause (B) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least a majority of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Advisor within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Advisor hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Advisor agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Advisor are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Advisor during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure in addition to adhere the post-termination compensation obligations set forth in Section 17 of this Agreement, the Company shall pay to the Advisor, on the Effective Termination Date, a Publisher Member’s selftermination fee (the “Termination Fee”) equal to the product of (A) one and one-selected Embargo Period within twelve half (121 1/2) months and (B) the sum of (i) the average annual Base Advisory Fee earned by the Advisor during the 24-month period immediately preceding the Effective Termination Date, calculated as of the end of the most recently completed fiscal quarter prior to the Effective DateTermination Date (including amounts paid under the Prior Advisory Agreement if applicable), and (ii) the Annual Consulting Fee. The obligation of the Company to pay the Termination Fee (and the compensation set forth in Section 17 hereof) shall survive the termination of this Agreement. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Advisor may deliver written notice to the Company informing it of the Advisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. e) CHORUS’s Board shall review the other, except as provided in Sections 6, 9, 10, 13(b), 16 and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 17 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Sections 8(f) and 11 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be two years and shall commence on the Effective Date November 1, 1999 and shall continue through December 31 of the current yearon November 1, and thereafter 2000 shall be renewed according extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month beginning December 1, 2000 for an additional one-month period (such period, as it may be extended from time to time, being herein referred to as the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties"Term"), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that after November 1, 2000 on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Agreement The Company shall commence employ the Executive, and the Executive accepts such employment, for an initial term commencing on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for consecutive twelve (12) additional twelve-month periods upon invoicing and payment periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of an annual membership renewal feethis Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Agreement upon ninety (90) days prior written noticeSection 6(b), but the Executive shall not be entitled to a refund receive (A) the earned but unpaid portion of any fees that have been paid or waiver Executive's Basic Salary and pro rata portion of any fees that have accrued. d) CHORUS has Executive’s bonus, if any, through the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are dueTermination Date; (iiB) upon written notice for failure to cure any other material breach over a period of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Effective DateCompany, which shall be deemed to be a material breachpaid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. e(c) CHORUS’s Board shall review and approve any decision to The Company may terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article Executive's employment upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member Company that "Cause" exists for Executive's termination and the Article may infringe Company serves written notice of such termination upon Executive. As used in this Agreement, the rights term Cause shall refer only to any one or more of the following grounds: (i) commission of a third party material and substantive act of theft, including, but not limited to, misappropriation of funds or otherwise present legal risk any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the Publisher Memberbest interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e)); (v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and Executive's failure to cure such violation within such 30 day period); (vi) Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; or (vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company a substantial detriment.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and payment perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its annual membership renewal fee according to broker-dealer affiliates by the payment terms indicated on SEC, the renewal invoice. CHORUS may electNASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund TRUST's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and ADVISER, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST at its option may elect to continue to make available additional TRUST shares, as provided below, for so long as TRUST desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if TRUST so elects to make additional TRUST shares available, the owners of the Effective DateExisting Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, TRUST and ADVISER, as promptly as is practicable under the circumstances, shall notify LIFE COMPANY whether TRUST elects to continue to make TRUST shares available after such suspension termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either TRUST or removalLIFE COMPANY may terminate the Agreement, CHORUS will endeavor as so continued pursuant to provide Publisher Member with this Section 8.3, upon sixty (60) days' prior written notice within 30 to the other party. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. a(A) This The term (“Term”) of the Agreement shall commence on the Effective Start Date and shall continue through December 31 the third anniversary of the current yearStart Date; provided, and thereafter however, that the Company may terminate the Agreement (the “Benchmark Termination”) at any time after the second anniversary of the Start Date if those certain Benchmarks, as defined in Section G of Exhibit B attached hereto, have not been fully achieved by the Company as of the second anniversary of the Start Date. Following the Benchmark Termination, the Company shall be renewed according relieved of its obligations to the terms of the then-current version of compensate Executive under this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but Executive shall not be entitled to a refund of receive any fees that have been paid other compensation, payments, benefits or waiver of any fees that have accrued. d) CHORUS has severance amounts from the rightCompany under this Agreement, but not notwithstanding the obligation, to enforce the below additional terms of this Agreement against any Section 5. Unless sooner terminated, the Term shall automatically renew for additional one (1) year periods unless the Company or the Executive provides written notice to the other party of its members, including Publisher Memberintention to terminate the Agreement no less than 60-days prior to the expiration of the then current Term. CHORUS Executive may terminate this the Agreement and Publisher Member’s status for Good Reason (as a member of CHORUS, (idefined below) at any time upon 60 days’ written notice to Company, provided the Good Reason has not been cured within such period of time (if reasonably capable of being cured). The Company may terminate its employment of Executive under the Agreement for Cause (as defined below) at any time by written notice to Executive. (B) As used in the Agreement, the term “Good Reason” shall mean any reduction in his then-current Salary; Company’s failure to pay fees 90 days after such fees or provide required Salary; the relocation of Executive’s principal office location to an area outside of a twenty (20) mile radius of Melville, New York; any material reduction or diminution in Executive’s authorities, duties, or responsibilities with the Company; a material reduction of Executive’s employment benefits; material acts or conduct on the part of the Company or its officers and representatives that are duedesigned to force the resignation of Executive or prevent Executive from performing his duties and responsibilities pursuant to this Agreement; (ii) the voluntary or involuntary dissolution of Company; the filing of a petition in bankruptcy by Company or upon written notice an assignment for failure to cure any other the benefit of creditors of the assets of Company; or a material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months provisions of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination Agreement by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberCompany.

Term Termination. a) This A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall commence on be for a period of three (3) years from the Effective Date and hereof (the "Initial Term"). The term of employment of Executive shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve an additional one (121) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated year period commencing on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and without prior notice or (ii) for any other reason on two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, then in lieu of any other payments otherwise recurred hereunder, the Corporation shall, subject to Executive's compliance with Article V hereof, pay Executive, as liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time of the termination in accordance with the Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be deemed entitled to be a material breach. e) CHORUS’s Board shall review and approve any decision continue to terminate Publisher Member’s membership receive, in CHORUS and participation in accordance with the CHORUS Service. The Publisher Member shall have Corporation's then payment policy, an opportunity amount equal to be heard under such reasonable procedures as his Salary payments and, to the Board may determine in its good faith; howeverextent Executive is not otherwise employed, health benefits, until the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part first anniversary of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberEffective Date.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and payment perform FUND's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of FUND, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon receipt of notice by LIFE COMPANY; (f) At the option of FUND if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund FUND's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of FUND, if the Effective DateVariable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be deemed to effective immediately upon receipt of notice by LIFE COMPANY; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be a material breach.effective immediately upon receipt of notice; e(k) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in At the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part option of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a specific memberRegulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective immediately upon receipt of notice; (l) or linking At the option of LIFE COMPANY with respect to any such Article could result Portfolio in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any that such suspension or removal, CHORUS will endeavor Portfolio fails to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have meet the right to require CHORUS to remove links to any diversification requirements specified in Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member2.

Term Termination. (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement. This Agreement shall commence continue indefinitely unless and until terminated as described herein. Executive's employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, "Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the Effective Date and shall continue through December 31 effective date of the current year, and thereafter shall be renewed according to termination referenced in the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feenotice. (b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate Executive's employment without Cause (as defined below) upon giving 30 days' advance written notice to Executive. If Executive's employment is terminated without Cause under this Agreement upon ninety (90) days prior written noticeSection 6(b), but the Executive shall not be entitled to a refund receive (A) the earned but unpaid portion of any fees that have been paid or waiver Executive's Basic Salary and pro rata portion of any fees that have accrued. d) CHORUS has Executive’s bonus, if any, through the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are dueTermination Date; (iiB) upon written notice for failure to cure any other material breach over a period of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Effective DateCompany, which shall be deemed to be a material breachpaid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. e(c) CHORUS’s Board shall review and approve any decision to The Company may terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article Executive's employment immediately upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member Company that "Cause" exists for Executive's termination and the Article may infringe Company serves written notice of such termination upon Executive. As used in this Agreement, the rights term Cause shall refer only to any one or more of the following grounds: (i) commission of a third party material and substantive act of theft, including, but not limited to, misappropriation of funds or otherwise present legal risk any property of the Company; (ii) intentional engagement in activities or conduct clearly injurious to the Publisher Memberbest interests or reputation of the Company which in fact result in material and substantial injury to the Company; (iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure; (iv) gross insubordination by Executive, which shall consist only of a wilful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e)); (v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30 days' written notice from the Company specifying the violation and Executive's failure to cure such violation within such 30 day period); (vi) Executive's substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; (vii) the final and un-appealable conviction of Executive of a crime which is a felony or a misdemeanour involving an act of moral turpitude, or a misdemeanour committed in connection with his employment by the Company, which causes the Company a substantial detriment.

Term Termination. (a) This Agreement The obligations of the parties under this agreement shall commence on the Effective Closing Date as defined in the Purchase and Sale Agreement date and, subject to the termination provisions set forth in this Agreement, shall continue until the later of (1) the date which is 30 days after the official commencement of the operations of the NEPOOL spot markets for installed capacity, operable capacity, energy, spinning and non-spinning reserves and automatic generator control, as signified by the first day that resources are allowed to bid into each market on a non-trial or non-experimental basis, and 2) the Retail Access Date, but in no event will termination occur within six (6) months of the Closing Date. The Company will provide Seller on a monthly basis its most current 5 forecast of the Retail Access Date and shall continue through December 31 the commencement date of the current year, and thereafter shall be renewed according to the terms operations of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of NEPOOL spot markets. Notwithstanding the Partiesforegoing, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate this Agreement at any time by providing six (6) months written notice but in no event will termination occur within six (6) months of the Closing Date. In addition, the applicable provisions of this Agreement shall remain in effect after termination hereof to the extent necessary to provide for final xxxxxxxx, billing adjustments, and payments. In the event that Company has not completed the standard offer auction by the Retail Access Date, Seller and Company shall enter into good faith negotiations for an extension of this Agreement upon ninety written notification to Seller by Company, which notification shall occur no less than forty-five (9045) days prior written noticeto the Retail Access Date. The extension shall be on the same terms as this Agreement provided that the price and term may be modified. Notwithstanding the foregoing, but neither Seller nor Company shall not be entitled obligated to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms enter into an extension of this Agreement against any of its members, including Publisher MemberAgreement. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days In the event that the Retail Access Date has not occurred one year after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach effective date of this Agreement, but failure to adhere to Seller at its own discretion may apply for a Publisher Member’s self-selected Embargo Period within twelve (12) months cost of service tariff with FERC, which Company shall substitute for the Effective Date, shall be deemed to be a material breachrate in effect at that time if approved. e(b) CHORUS’s Board shall review and approve If the MDPU or any decision to terminate Publisher Member’s membership in CHORUS and participation reviewing court or governmental agency, imposes any condition, limitation or qualification under any provisions of law which, individually or in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as aggregate, precludes Company or Seller from performing this Agreement, then the Board may determine in precluded party may, at its good faith; howeveroption, the decision to terminate shall rest solely with CHORUSthis Agreement. f(c) Notwithstanding the foregoing, CHORUS reserves the obligations of the Parties under this Agreement are subject to and contingent upon receipt and approval (in each Party's sole discretion) of an order of the MDPU approving this Agreement and an order of the FERC accepting this Agreement. (d) Thirty (30) days prior to the expected termination date of this Transition Agreement Company will have the ability to exercise a "call option" for the installed Capacity of the Facilities. This call option will provide Company with the right to temporarily suspend any part contract for this installed Capacity for up to 12 months to satisfy requirements imposed upon it resulting from it being deemed a Load Serving Entity by the ISO-NE. This call option will be for up to the full Capacity value of the CHORUS Service or Facilities, less the amount of Capacity bid by Seller and accepted by Company to temporarily or permanently remove links serve Company's standard offer service. The amount of Capacity to any Article upon determination in CHORUS’s sole discretion that be contracted for and the continuation number of such aspect months for the term of the CHORUS Service purchase will be determined by Company upon exercising the option, and the price paid under the contract will be $8.00 (generally or with respect to a specific membereight dollars) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberper kW per month.

Term Termination. (a) This Agreement The Company shall commence employ the Executive, and the Executive accepts such employment, for an initial term commencing on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for consecutive twelve (12) additional twelve-month periods upon invoicing and payment periods, unless terminated as described herein. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of an annual membership renewal feethis Section 6, “Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice. (b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Company may terminate Executive’s employment without Cause (as defined below) upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without Cause under this Agreement upon ninety (90) days prior written noticeSection 6(b), but the Executive shall not be entitled to a refund receive (A) the earned but unpaid portion of any fees that have been paid or waiver Executive’s Basic Salary and pro rata portion of any fees that have accrued. d) CHORUS has Executive’s bonus, if any, through the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are dueTermination Date; (iiB) upon written notice for failure to cure any other material breach over a period of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months following the Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of the Effective Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be deemed paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period. (c) The Company may terminate Executive’s employment upon a determination by the Company that “Cause” exists for Executive’s termination and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term Cause shall refer only to be any one or more of the following grounds: (i) commission of a material breach.and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; e(ii) CHORUS’s Board shall review intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and approve substantial injury to the Company; (iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any decision duties or responsibilities which would give the Executive Good Reason to terminate Publisher Member’s membership his employment as described in CHORUS Section 6(e)) after receipt by Executive of written detailed notice and participation in the CHORUS Service. The Publisher Member shall have an reasonable opportunity to be heard under such reasonable procedures cure; (iv) gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Board of Directors (so long as the Board may determine in its good faith; however, directive does not give the decision Executive Good Reason to terminate shall rest solely with CHORUS.his employment as described in Section 6(e)); f(v) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend clear violation of any part of the CHORUS Service material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to temporarily or permanently remove links time have with the Company (following 30 days’ written notice from the Company specifying the violation and Executive’s failure to any Article upon determination in CHORUScure such violation within such 30 day period); (vi) Executive’s sole discretion that substantial dependence, as determined by the continuation Board of such aspect Directors of the CHORUS Service Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; (generally vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with respect his employment by the Company, which causes the Company a substantial detriment; and (viii) Executive fails to have established a specific member) or linking to any such Article could result permanent residence in legal risk to CHORUSFlorida by August 1, without following the procedures outlined in Section 10(d)2004. In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date. If any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination of substantial dependence under Section 6(c)(vi) is disputed by the Publisher Member that Executive, the Article may infringe parties hereto agree to abide by the rights decision of a third party or otherwise present legal risk to panel of three physicians appointed in the Publisher Membermanner as specified in Section 6(d) of this Agreement.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 90 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and payment perform their respective obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of TRUST, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) At the option of LIFE COMPANY, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination.event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon such occurrence without notice to TRUST; c(f) The Publisher Member At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may terminate this Agreement fail to so qualify. Termination shall be effective upon ninety receipt of notice by LIFE COMPANY; (90g) days prior written noticeAt the option of LIFE COMPANY, but shall not be entitled to a refund upon TRUST's or NB MANAGEMENT's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Publisher Member’s self-selected Embargo Period within twelve (12) months Regulated Investment Company under Subchapter M of the Effective DateCode or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and NB MANAGEMENT whether LIFE COMPANY elects to continue to make TRUST shares available after such suspension termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, or removalas required by state insurance laws or regulations, CHORUS will endeavor LIFE COMPANY shall not redeem the shares attributable to provide Publisher Member with notice within 30 the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have the right notified TRUST of its intention to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdo so.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until July 27, 2014 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. 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 thereafter this Agreement shall be renewed according 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 Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members(A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, including Publisher Member. CHORUS may terminate in the event that this Agreement and Publisher Member’s status as a member is terminated in accordance with the provisions of CHORUS, (iSection 13(a) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s self-selected Embargo Period within twelve (12) months three times the sum of the Effective Dateaverage annual 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. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. e) CHORUS’s Board shall review the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Sections 11 and 21 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. a) This 2.1 The term of this Agreement will be for <INSERT> years from the date of later execution of this Agreement (“Initial Term”), with the option for University to renew for up to <INSERT> additional <INSERT> year terms (each a “Renewal Term”). 2.2 Each Renewal Term shall commence on the Effective Date and shall continue through December 31 day following the expiration of the current year, and thereafter preceding term. 2.3 The University may exercise each renewal option by written notice to Contractor given not less than <INSERT DETAIL> prior to the last day of the expiring term. The giving of such notice shall be renewed according sufficient to make this Agreement binding for the terms renewal term without further act of the then-current version parties. The terms and conditions of this Agreement for consecutive twelve (12) month periods upon invoicing each Renewal Term shall be identical with the Initial Term except for pricing and payment of an annual membership renewal feeexcept that University will no longer have any option to renew this Agreement that has been exercised. Pricing for each Renewal Term shall be determined as set forth Section 5 below. b) A renewal shall not require signature 2.4 This Agreement may be terminated by mutual written consent of the both Parties. 2.5 University may, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in at its sole discretion, terminate this Contract in whole or in part upon <INSERT DETAIL> written notice to accept late payment. Failure to make timely payment may result in the Publisher Member’s terminationContractor. c) The Publisher Member 2.6 Either Party may terminate this Agreement in the event that the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party. 2.7 University may terminate this Agreement effective upon delivery of written notice to Contractor or at such later date as may be established by University under any of the following conditions: (i) federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that any Work or services to be provided by Contractor under this Agreement are no longer allowable or appropriate for purchase by University or are no longer eligible for the funding proposed for payment authorized by this Agreement; (ii) any license or certificate required by law or regulation to be held by Contractor to provide services under this Agreement is denied, revoked, or not renewed for any reason; (iii) If Contractor becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they not exist, or as they may be amended, is filed by Contractor; or (v) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably to Contractor within 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)calendar days. In the event of any such suspension or removaltermination pursuant to this Section, CHORUS University will endeavor pay Contractor for Work actually performed, provided to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member and accepted by University but University shall have the right no further payment obligation to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberContractor under this Agreement.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of date that is three (3) years after the current yeardate hereof, and thereafter shall on each anniversary of such date be deemed renewed according 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 Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the 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 original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company 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 the Company agree to a revised Management Fee (or other compensation structure) 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 Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk (A) ten (10) days following the end of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. 577510.02-Wilmington Server 1A MSW - (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Publisher MemberManager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the amount of the Management Fee earned by the Manager during the period consisting of the twelve (12) full, consecutive calendar months immediately preceding such termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Closing Date next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 13(b) and Section 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the current yearVariable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period; (c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or ADVISER by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or ADVISER's ability to meet and perform TRUST's or ADVISER's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice; (d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY and/or its broker-dealer affiliates by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice; (e) In the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective upon such occurrence without notice; (f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and thereafter ADVISER, termination shall be renewed according effective immediately upon such occurrence without notice. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of LIFE COMPANY, continue to make available additional TRUST shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the then-current version effective date of termination of this Agreement for consecutive twelve (12) month periods hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon invoicing and the payment of an annual membership renewal fee. b) A renewal shall not require signature additional purchase payments under the Existing Contracts. In the event of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms termination of this Agreement against any of its memberspursuant to Section 8.2 hereof, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUSLIFE COMPANY, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of the date of the notice of termination, shall notify TRUST and ADVISER whether LIFE COMPANY elects for TRUST to continue to make TRUST shares available after such breachtermination. For If TRUST shares continue to be made available after such termination, the avoidance provisions of doubtthis Agreement shall remain in effect. In no event shall the election to continue by LIFE COMPANY be effective for more than nine (9) months after the date of termination. 8.4 Except as necessary to implement Variable Contract owner initiated transactions, failure or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to adhere the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Funding Entity- 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 within twelve Portfolio that was otherwise available under the Variable Contracts until thirty (1230) months of days after the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member LIFE COMPANY shall have an opportunity notified TRUST of its intention to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUSdo so. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version The term of this Agreement and the license granted herein shall be for consecutive twelve a period of five (125) month periods upon invoicing and payment years, except in the case of an annual membership renewal fee. bDOS-to-Windows Switchover which period shall begin JANUARY 21, 1999; said period shall extend for five (5) A renewal years, except in the case of DOS-to-Windows Switchover which period shall not require signature extend to the end of the Partiesimmediately previous DOS agreement ending DECEMBER 6, 2000 . This Agreement and shall the license may be deemed terminated by LICENSEE at any time by giving written notice of termination to have occurred if Publisher Member pays its annual membership renewal fee according to LICENSOR or by LICENSOR in the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure event: (1) LICENSEE fails to make timely any payment may result in required to be made to LICENSOR hereunder when the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are same is due; or (ii2) upon written notice for LICENSEE fails to observe, perform or comply with any term or condition hereunder and such failure to cure any other material breach of this Agreement is not cured within ten (10) business days of after written notice of such breachfailure; or (3) LICENSEE files a petition in bankruptcy or insolvency, or after any adjudication that the LICENSEE is bankrupt or insolvent, or after the filing by the LICENSEE of any petition or answer seeking reorganization, readjustment or arrangement of the LICENSEE's business under any federal law relating to bankruptcy of insolvency, of after the appointment of a receiver for any of the property of the LICENSEE, or after the making by the LICENSEE of any assignment for the benefit of creditors, or after the institution of any proceedings for the liquidation of the LICENSEE's business for the termination of its corporate charter. For Early termination of LICENSEE's license shall occur when LICENSOR deposits the avoidance notice of doubt, failure termination with the U.S. Mail and is effective whether or not said notice is delivered to adhere to a Funding Entity- selected embargo period LICENSEE. 2 The LICENSEE shall not be deemed to be breach released from any of its pre-existing obligations under this agreement by any termination of this Agreementagreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member neither party shall have the right to require CHORUS rescind any acts performed or payments made prior to remove links the date of termination. Any failure or delay in the exercise of the LICENSOR's right of termination for any default shall not prejudice the LICENSOR's right of termination for such or any other default. Within five (5) days' after termination by either LICENSOR or LICENSEE, LICENSEE shall deliver to LICENSOR a written certification to the effect that the original and any Article upon determination copies of all or any portions of any Licensed Program affected by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk termination have been destroyed or, if LICENSOR so requests, LICENSEE shall deliver such original and any copies to the Publisher MemberLICENSOR.

Term Termination. (a) This Agreement shall commence on be effective upon: (i) the Effective Date adoption, execution and shall continue through December 31 delivery of this Agreement by both Parties and (ii) the execution and delivery of the current yearComprehensive Agreement by the Department and the Design-Builder and the satisfaction of any conditions to the effectiveness of the 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. (b) The Department may terminate this Agreement, for cause, in the event of a material breach by the Commission of this Agreement. If so terminated, the Commission shall pay for all Project costs incurred in accordance with the terms of this Agreement through the date of termination and thereafter shall be renewed according all reasonable costs incurred by the Department pursuant to the terms of the then-current version Comprehensive Agreement to terminate the Comprehensive Agreement. The Virginia General Assembly's failure to appropriate funds to the Commission as described in Section 7.02 (Appropriations 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 consecutive twelve 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 (12Term; Termination), the Department shall give the Commission sixty (60) month periods upon invoicing days’ written notice of any claimed material breach of this Agreement and payment of the reasons for termination; thereby allowing the Commission an annual membership renewal feeopportunity to investigate and a reasonable opportunity to cure (within such 60- day period or within a reasonable time thereafter) any such alleged breach. b(c) A renewal The Commission may terminate this Agreement, for cause, resulting from the Department's material breach of this Agreement. If so terminated, the Department shall not require signature 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 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 Partiessubstantially completed Project or portion, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may electCommission may, in its sole discretion, excuse the Department from refunding all or a portion of the funds the Commission provided to accept late paymentthe Department for the substantially completed Project or portion thereof. Failure No such request to make timely payment may result in be excused from refunding will be allowed where the Publisher Member’s Department is liable for negligence, willful misconduct, violation of law, or breach of the Comprehensive Agreement or this Agreement. (d) Upon termination, the Department will release or return to the Commission all unexpended Commission funds and, to the extent permitted by law, with interest at the Applicable Rate, no later than sixty (60) days after the date of termination. c(e) The Publisher Member may terminate this Agreement upon ninety (90) days prior written notice, but following provisions shall not be entitled to a refund of any fees that have been paid survive the expiration or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms early termination of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, Agreement: (i) upon written notice for failure to pay fees 90 days after such fees are dueSection 3.02(a) (General Obligations of the Department); (ii) upon written notice for failure to cure any other material breach of this Agreement within ten Section 3.02(c) (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months General Obligations of the Effective Date, shall be deemed to be a material breach. eDepartment); (iii) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. fSection 3.02(d) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part (General Obligations of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect Department); (iv) Section 3.02(e)(iii) (General Obligations of the CHORUS Service Department); (generally or v) Section 4.01(e) (General Obligations of the Department); (vi) Section 4.02 (Ownership and Use of the Project Following Final Completion); (vii) Section 4.10 (Books and Records); (viii) Section 4.11 (Commission Interest in Project Assets); (ix) Section 4.12(d) (Early Termination of Comprehensive Agreement); (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 respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in exception of Section 10(d7.08 (Engagement of Counsel). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member).

Term Termination. a) This Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement and end on the Transaction Termination Date (as defined in the PESIC-PESRM ISDA Master Agreement (the “Term”); provided, however, that if, at any time during the Term, the PESIC-PESRM ISDA Master Agreement terminates for consecutive twelve any reason, or if an Event of Default occurs with respect to Consultant under the PESIC-PESRM ISDA Master Agreement, PESIC shall have the right, after giving effect to any applicable cure period in the PESIC-PESRM ISDA Master Agreement, upon prior written notice to Consultant, to terminate this Agreement on the termination date specified in such notice. Prior to the end of the Term, PESIC may terminate this Agreement and Consultant’s retention hereunder for Cause in accordance with the provisions of this Section 4. For purposes of this Section 4, “Cause” shall mean that: (12i) month periods upon invoicing except as provided in clauses (ii) and payment of an annual membership renewal fee. b) A renewal (iii), Consultant fails to perform any material obligation hereunder and such failure shall continue unremedied or shall not require signature be waived for a period of thirty (30) calendar days after written notice thereof from PESIC to Consultant, (ii) Consultant fails to perform any obligation under Section 2 with respect to the Services set forth in paragraph II of Exhibit A for a period of five (5) Business Days after notice of such default is given to Consultant, (iii) Consultant fails to cause PESIC to make or take any delivery as and when required under any Transaction entered into under the MLC-PESIC ISDA Master Agreement or the PESRM-PESIC ISDA Master Agreement or fails to cause PESIC’s obligations under the Transactions entered into under the MLC-PESIC ISDA Master Agreement and the PESRM-PESIC ISDA Master Agreement to be satisfied through deliveries in accordance with the terms thereof or through the prepayment and/or netting of payment obligations through the terms reflected in the Confirmations executed on PESIC’s behalf and such failure is not remedied within five (5) days after the Consultant becomes aware or is notified of such failure, or (iv) any of the Parties, representations and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to warranties in Section 14 hereto or in the payment terms indicated on the renewal invoicePESIC-PESRM ISDA Master Agreement are false or materially misleading when made by Consultant. CHORUS may electIf at any time PESIC elects, in its sole discretion, to accept late payment. Failure exercise its right to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety for Cause, PESIC shall provide written notice to Consultant which designates a date (90not earlier than the date of such notice) 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) CHORUS has the right, but not the obligation, to enforce the terms on which this Agreement and Consultant’s retention hereunder will terminate. Termination of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed affect either Party’s ability and right to be breach enforce all continuing obligations under this Agreement, as set forth in Section 21 of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 8.1 This Agreement shall commence on become effective as of the Effective Date and shall continue through December 31 of to be effective until either the current year, and thereafter shall Study is completed or terminated or the Agreement is terminated in accordance with this section. It is anticipated that this study should be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feecompleted by [DATE]. b8.2 This Agreement may be terminated by either party for any reason upon a thirty (30) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days day prior written notice, but . Termination shall not be entitled relieve any party of its obligations accrued prior thereto. If the study is terminated purely for business reasons and CCTG wishes to complete the Study with its own resources, the parties agree to enter into negotiations at that time for the purpose of establishing a refund temporary supply of any fees that have been paid or waiver the study medication and to adjust the budget of any fees that have accruedthe Study. d8.3 CCTG retains the right to terminate this study for good and sufficient reasons at any time. Such reasons could include risk to patient safety, unsatisfactory patient enrollment or a decision of a regulatory agency. In addition, the Study may be terminated, on written notice, in the following circumstances: (a) CHORUS has by either party, if regulatory authorization and approval to conduct the rightStudy is withdrawn; (b) by either party, but not if any adverse reaction or side effect associated with the obligationconduct of the Study is sufficient in the opinion of the terminating party, acting reasonably, to enforce warrant termination of the terms of this Agreement against Study; (c) by either party, if the other party has breached any of its members, including Publisher Member. CHORUS may terminate material obligations pursuant to this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure has failed to pay fees 90 days after remedy such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days after notice in writing, or if the nature of notice the breach reasonably requires more than ten (10) days to remedy, if the party in default fails to commence to remedy the breach within ten (10) days or there after fails to diligently pursue the remedy to completion. 8.4 Following termination of such breach. For this Agreement: (1) Company shall reimburse CCTG all sums due under the avoidance Payment Schedule up to the date of doubttermination and, failure except in the case of termination by Company pursuant to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 8.3(c), reimburse CCTG for any prepaid, committed or accrued expenses of CCTG incurred in accordance with the terms of this Agreement, but failure provided that in no event shall Company be responsible for expenses in excess of those set forth in the Budget attached as Appendix B; and, (2) Any unused and uncommitted funds previously paid by Company to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, CCTG shall be deemed refunded to be a material breachCompany. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence has an initial one (1) year term starting on the Effective Date and shall continue through December 31 of Date. After the current first year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement renews automatically on its anniversary date for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoicesuccessive one year terms. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Either party may terminate this Agreement upon ninety by giving the other party thirty (9030) days days' written notice or may terminate it immediately and without prior written noticenotice for Cause, but shall not be entitled to a refund as defined below. Cause includes non-payment of any fees amount when due; a material violation of law; a breach of a material term of this Agreement; a material adverse change in Client's financial position or operations; Client's inability to pay its debts as they become due in the ordinary course of business; Client's assigning Worksite Employees to operations which contain a workers' compensation code different from that have been paid disclosed prior to executing this Agreement without TotalSource's prior consent; filing for relief under the Bankruptcy Code; seeking the appointment of a receiver or waiver of any fees that have accrued. d) CHORUS trustee; or dissolving the entity. Upon termination, TotalSource has the rightall rights and remedies available under law, whether in law or in equity, including, but not the obligationlimited to, and without further notice or demand to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, Client: (i) upon written notice for failure to pay fees 90 days after such fees acceleration of all obligations, together with all accrued, unpaid charges, so that they are dueimmediately due and payable and may be collected immediately regardless of the due date; and (ii) upon written notice for failure to cure set off and deduct any amount due from any account or deposit that Client may have with TotalSource or other material breach monies to which TotalSource may be entitled from Client (including a letter of this Agreement within ten (10) business days of notice of such breachcredit). For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period Any termination shall not be deemed relieve Client of any obligation, including but not limited to, its payment obligation to be breach TotalSource. 10 <PAGE> (10)(A) THE PARTIES' OBLIGATIONS UPON TERMINATION. Upon termination of this Agreement, but failure the PEO arrangement ends. If the termination is because of breach of Agreement for non-payment, TotalSource has the first right to adhere offer continued employment to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Dateformer Worksite Employees and to reassign the individuals to another worksite. Under all other circumstances, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves Client has the right to temporarily suspend any part of offer continued employment to the CHORUS Service or former Worksite Employees. If Client fails to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event continue employment of any such suspension or removalperson, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have TotalSource has the right to require CHORUS offer continued employment. Client agrees to remove links immediately notify the former Worksite Employees in writing about the termination of this Agreement and its effect, including the change in employment status and the fact that they are no longer covered by TotalSource's workers' compensation policy. TotalSource will cause the termination of all insurance policies and/or endorsements covering Client and the Worksite Employees (e.g., workers' compensation, health coverage, EPLI, etc.). At the termination, as the sole employer, Client becomes immediately responsible for payroll, workers' compensation, vacation, sick leave, employee benefits, etc., for the employees. TotalSource will provide Client with the necessary information so that it may resume full employer responsibilities. TotalSource is not obligated to any Article upon determination by provide this information if the Publisher Member termination of this Agreement is because of non-payment. As a result of the termination, TotalSource is responsible for offering COBRA coverage. Upon termination of this Agreement, Client agrees that it is responsible for obtaining comparable replacement health care coverage for the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberWorksite Employees and is responsible for promptly advising TotalSource when such coverage is obtained.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until [ ], 2014 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. 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 thereafter this Agreement shall be renewed according 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 Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members(A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, including Publisher Member. CHORUS may terminate in the event that this Agreement and Publisher Member’s status as a member is terminated in accordance with the provisions of CHORUS, (iSection 13(a) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s self-selected Embargo Period within twelve (12) months three times the sum of the Effective Dateaverage annual 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. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 13(c). (d) If this Agreement is terminated pursuant to Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. e) CHORUS’s Board shall review the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Sections 11 and 21 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. a) This A. Unless terminated sooner as hereinafter provided, the initial term of employment at Executive under this Agreement shall commence on be for a period of three (3) years from the Effective Date and hereof (the "Initial Term"). The term of employment of Executive shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated additional one year period commencing on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of employment of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall be deemed continue for additional one (1) year period, unless either party has notified the other no later than three (3) months prior to be a material breachthe end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. eB. The Corporation may terminate the employment of Executive hereunder (i) CHORUS’s Board shall review for Cause at any time and approve without prior notice or (ii) for any decision other reason on two (2) weeks notice in writing to terminate Publisher Member’s membership Executive. 1. If the Corporation terminates Executive's employment for Cause (as defined below) or pursuant to Section 4I.D hereof then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause, then in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverlieu of any other payments otherwise required hereunder, the decision Corporation shall, subject to terminate shall rest solely the Executive's compliance with CHORUS. fArticle V hereof, pay Executive, as liquidated damages and not as a penalty, (a) Notwithstanding within 15 days after the foregoingtermination date, CHORUS reserves all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the right to temporarily suspend any part of termination date and (b) continued Salary and benefits during the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without six-month period following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Membertermination date.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until December 31, 2008 (the Effective Date “Initial Team”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors or the holders of a majority of the outstanding Common Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and thereafter this Agreement shall be renewed according 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 Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s selfequal to four times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-selected Embargo Period within twelve (12) months month period immediately preceding the date of such termination, calculated as of the Effective Dateend of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term of Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. ethe other, except as provided in Sections 6, 9, 10, 13(b) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Section 8(f) and 11 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This Agreement The term of the Executive’s employment hereunder shall be one year and shall commence on the Effective Date date hereof and shall continue through December 31 be extended automatically, for so long as the Executive remains employed by the Company hereunder, the first day of each month that begins after the current year, and thereafter shall be renewed according to the terms of the then-current version date of this Agreement for consecutive twelve an additional one-month period (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of such period, as it may be extended from time to time, being herein referred to as the Parties“Term”), and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Memberthe Executive’s status employment hereunder shall be one year. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This Agreement shall commence on as of the Effective Date set forth on the first page of this Agreement and shall continue through December 31 in effect for one year with automatic yearly renewals for up to 2 additional years upon written agreement each year,, at which time it will automatically terminate unless specifically extended by both parties in writing. Either party may also without prejudice to any of its other rights, terminate this Agreement at any time by giving the current year, and thereafter shall be renewed according to the terms other party a 90 days prior notice in that respect. In case of the then-current version termination of this Agreement by The Company pursuant to the provision hereof, the latter agrees and undertakes to pay in full for consecutive twelve (12) month periods all Services rendered by The Consultant prior to the termination date in addition to any financial commitments and expenses made by The Consultant within the carrying out of its duties hereunder. Any invoices during the 90 day "termination period" will be heavily scrutinized to ensure orders are of normal or historical trends. Any commission deemed beyond normal trends will not be paid. The Company agrees to pay The Consultant, upon invoicing termination pursuant to this provision, a compensation as a result of the impact of such termination on the image and payment credibility of an annual membership renewal fee. b) A renewal The Consultant towards third parties, and of the damage incurred, loss of profit or goodwill, amounting to two months' fees, not including commissions of for each year of the execution of the services. Termination of this Agreement by any party shall not require signature terminate the confidentiality obligations of Article 5, indemnification obligations pursuant to Article 11 or any of the Partiesgeneral obligations or provisions pursuant to Article 12 of this Agreement. In case the obligations under this contract become either impossible or very difficult to perform wholly or partly due to force majeure, this contract shall be automatically suspended for the length of the force majeure. Should, however, force majeure continue for a period exceeding three months then this contract will be considered as terminated without need to any notification. The parties will however endeavor to give notice to each other in this respect. Any change in i) the control or ii) the reorganization or iii) the management of both companies shall not be considered a case of force majeure, and therefore both parties shall comply with their contractual obligations as provided for in this Agreement. Article 8 - Breach: Any breach of any provision of this Agreement shall entitle the non-breaching party to terminate this Agreement forthwith without the need to any other notice to the breaching party and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according compensated by the latter to the payment terms indicated on the renewal invoiceamount of $5,000. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.- 9

Term Termination. a) This A. Unless terminated sooner as hereinafter provided, the initial term of employment of Executive under this Agreement shall commence on be for a period of three (3) years from the Effective Date and hereof (the "Initial Term"). The term of employment of Executive shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve an additional one (121) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated year period commencing on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months third anniversary of the Effective Date, unless either party has notified the other no later than three (3) months prior to that third anniversary that he or it does not wish to continue the term of Executive under this Agreement or unless Executive's employment is terminated sooner as hereinafter provided. Thereafter, Executive's term of employment under this Agreement shall continue for additional one (1) year periods, unless either party has notified the other no later than three (3) months prior to the end of any of those additional one (1) year periods that he or it does not wish to continue Executive's term of employment under this Agreement or unless Executive's term of employment is terminated sooner as hereinafter provided. B. The Corporation may terminate the employment of Executive hereunder (i) for Cause (as defined below) at any time and without prior notice or (ii) for any other reason on two (2) weeks notice in writing to Executive. 1. If the Corporation terminates Executive's employment for Cause or pursuant to Article IV.D. hereof, then the Corporation shall, within fifteen (15) days after the termination date, pay Executive all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date. 2. If the Corporation terminates Executive's employment other than for Cause or pursuant to Article IV.D. hereof, then in lieu of any other payments otherwise required hereunder, the Corporation shall, subject to Executive's compliance with Article V hereof, pay Executive, as liquidated damages and not as a penalty, (a) within fifteen (15) days after the termination date, all accrued and unpaid Salary and benefits (including accrued but unused vacation time) through the termination date and (b) the lesser of (i) an amount equal to his Salary payments at the time of the termination, in accordance with the Corporation's then payment policy, and benefits provided for herein during the six-month period following the termination date, and (ii) the entire amount of the Salary remaining due and payable from the date of such termination to the scheduled expiration of this Agreement; provided, however, that if such termination occurs prior to the first anniversary of the Effective Date, then in addition to the items referred to in subsections (a) and (b) above, Executive shall be deemed entitled to be a material breach. e) CHORUS’s Board shall review and approve any decision continue to terminate Publisher Member’s membership receive, in CHORUS and participation in accordance with the CHORUS Service. The Publisher Member shall have Corporation's then payment policy, an opportunity amount equal to be heard under such reasonable procedures as his Salary payments and, to the Board may determine in its good faith; howeverextent Executive is not otherwise employed, health benefits, until the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part first anniversary of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher MemberEffective Date.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or TRUST, with respect to some or all of the current yearPortfolios, and thereafter shall be renewed according at any time from the date hereof upon 60 days advance written notice to the terms other parties, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if Portfolio shares are not reasonably available to meet the requirements of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal Variable Contracts as determined by LIFE COMPANY; provided that such termination shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according apply only to the payment terms indicated on Portfolio whose shares are not reasonably available; (c) At the renewal invoice. CHORUS may electoption of LIFE COMPANY, if LIFE COMPANY shall determine, in its sole discretionjudgment exercised in good faith, to accept late payment. Failure to make timely payment may result that either TRUST or [ADVISOR] has suffered a material adverse change in its business, operations, financial condition or prospects since the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach date of this Agreement, but or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice; (d) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or [ADVISOR] by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY’s reasonable judgment, materially impair TRUST’s or [ADVISOR]’s ability to meet and perform their respective obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of written notice; (e) At the option of TRUST, if TRUST shall determine, in its sole judgment exercised in good faith, that LIFE COMPANY has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement, or is subject to material adverse publicity. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice; (f) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST’s reasonable judgment, materially impair LIFE COMPANY’s ability to meet and perform its obligations and duties hereunder. Prompt written notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of written notice; (g) At the option of LIFE COMPANY, in the event TRUST’s shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon written notice to TRUST; (h) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts will fail to so qualify, where such failure to adhere qualify is not attributable to any action or absence of action on the part of TRUST or [ADVISOR]. Termination shall be effective upon receipt of notice by LIFE COMPANY; (i) At the option of LIFE COMPANY, upon TRUST’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST; (j) At the option of TRUST, upon LIFE COMPANY’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY; (k) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY; (l) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Publisher Member’s self-selected Embargo Period within twelve (12) months Regulated Investment Company under Subchapter M of the Effective DateCode or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST; (m) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST; (n) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and [ADVISOR], termination shall be effective immediately upon such occurrence without notice, unless the party whose rights were not assigned elects to continue the Agreement. 8.3 Notwithstanding any termination of this Agreement pursuant to Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be deemed permitted to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership reallocate investments in CHORUS and participation TRUST, redeem investments in TRUST and/or invest in TRUST upon the CHORUS Service. The Publisher Member shall have an opportunity to be heard payment of additional premiums under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Existing Contracts. In the event of any a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and [ADVISOR] whether LIFE COMPANY elects to continue to make TRUST shares available after such suspension termination. If TRUST shares continue to be made available after such termination, all applicable provisions of this Agreement shall remain in effect until such time as the LIFE COMPANY elects to discontinue the availability of TRUST shares under the Variable Contracts. 8.4 Except as necessary to implement Variable Contract owner initiated transactions or removalother transactions described in the prospectus or offering memorandum for the Variable Contracts, CHORUS will endeavor or as required by state insurance laws or regulations, or other applicable legal precedent, or as necessary to provide Publisher Member with notice within 30 effect a substitution (including but not limited to, a substitution permitted by the SEC pursuant to Section 26(c) of the ‘40 Act), LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY’s assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days following such event. Similarly, Publisher Member after the LIFE COMPANY shall have notified TRUST of its intention to do so. 8.5 In the right to require CHORUS to remove links to any Article upon determination by the Publisher Member event that the Article may infringe Agreement is terminated pursuant to Section 8.2(b), 8.2(c), 8.2(d), 8.2(g), 8.2(i), 8.2(l), or 8.2(m) or TRUST chooses to liquidate or liquidate a Portfolio, TRUST shall reimburse LIFE COMPANY for all expenses that LIFE COMPANY reasonably incurs in connection with the rights substitution of a third party shares of another investment company or otherwise present legal risk companies for the shares of the Portfolio(s) as to which the Publisher MemberAgreement has been terminated.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until December 31, 2007 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors or the holders of a majority of the outstanding Shares agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and thereafter this Agreement shall be renewed according terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s self-selected Embargo Period within twelve (12) months the amount of four times the sum of the Effective Dateaverage annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. ethe other, except as provided in Sections 6, 9, 10, 13(b) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Section 11 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This Agreement shall commence on The Company hereby employs Executive and Executive accepts such employment for a term of five (5) years commencing effective as of January 1, 2002 and ending January 1, 2007, unless the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, Executive’s employment is terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against (such period of employment being hereafter referred to as the “Term”). (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any of its memberssuch dispute, including Publisher Memberthe Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a participant in all Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this subsection. CHORUS may terminate Amounts paid under this subsection are in addition to all other amounts due under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until June 30, 2012 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless either of the current yearfollowing occurs: (i) at least a majority of the Independent Directors agree that (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company, or (B) the compensation payable to the Advisor hereunder is “unfair” and thereafter an independent arbitrator agrees that such compensation is “unfair” as set forth below; or (ii) the Company elects not to renew this Agreement at the expiration of the Initial Term or any such Renewal Term for any reason. In the event at least a majority of the independent directors agree that the compensation payable to the Advisor hereunder is “unfair,” each of the Company and the Advisor agree to submit the determination of whether such compensation is “unfair” to a single, qualified and independent arbitrator, whose appointment shall be renewed according agreed upon between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. In the event the arbitrator determines that such compensation is “unfair,” the Company shall have the right to terminate the Agreement in the manner prescribed below. The Company shall bear all reasonable costs and expenses in connection with hiring such arbitrator. Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement under clause (B) above if the Advisor agrees to continue to provide the services under this Agreement at a fee that at least a majority of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Advisor prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Advisor shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Advisor is unfair, the Advisor shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 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 Advisor shall endeavor to negotiate in good faith the revised compensation payable to the Advisor under this Agreement. Provided that the Advisor and at least a majority of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Advisor within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Advisor hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Advisor agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Advisor are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Advisor during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure in addition to adhere the post-termination compensation obligations set forth in Section 17 of this Agreement, the Company shall pay to the Advisor, on the Effective Termination Date, a Publisher Member’s selftermination fee (the “Termination Fee”) equal to the product of (A) one and one-selected Embargo Period within twelve half (121 ½) months and (B) the sum of (i) the average annual Base Advisory Fee earned by the Advisor during the 24-month period immediately preceding the Effective Termination Date, calculated as of the end of the most recently completed fiscal quarter prior to the Effective DateTermination Date (including amounts paid under the Prior Advisory Agreement if applicable), and (ii) the Annual Consulting Fee. The obligation of the Company to pay the Termination Fee (and the compensation set forth in Section 17 hereof) shall survive the termination of this Agreement. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or Renewal Term, the Advisor may deliver written notice to the Company informing it of the Advisor’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery of such notice. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. e) CHORUS’s Board shall review the other, except as provided in Sections 6, 9, 10, 13(b), 16 and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 17 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In the event addition, Sections 8(f) and 11 of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until December 31, 2007 (the Effective Date “Initial Term”) and shall continue through December 31 be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the current yearIndependent Directors or the holders of at least a majority of the outstanding Common Shares agree not to automatically renew because (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the 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 thereafter this Agreement shall be renewed according terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature revised compensation to be payable to the Manager within 45 days following the receipt of the PartiesNotice of Proposal to Negotiate, and the Termination Notice shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according 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 payment terms indicated on Manager hereunder shall be the renewal invoicerevised compensation then agreed upon by the parties to this Agreement. CHORUS may elect, in its sole discretion, The Company and the Manager agree to accept late payment. Failure execute and deliver an amendment to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement setting forth such revised compensation promptly upon ninety (90) days prior written notice, but shall not be entitled reaching an agreement regarding same. In the event that the Company and the Manager are unable to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, agree to enforce the terms of the revised compensation to be payable to the Manager during such 45 day period, this Agreement against any shall terminate, such termination to be effective on the date which is the later of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iA) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following the end of such breach. For 45 day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach Section 13(a) of this Agreement, but failure the Company shall pay to adhere the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to a Publisher Member’s self-selected Embargo Period within twelve (12) months the amount of two times the sum of the Effective Dateaverage annual Base Management Fee and the average annual Incentive Compensation earned by the Manager during the two 12-month periods immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or any Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon expiration of the then current term. (d) If this Agreement is terminated pursuant to this Section 13, such termination shall be deemed without any further liability or obligation of either party to be a material breach. ethe other, except as provided in Sections 6, 9, 10, 13(b) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part 16 of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)this Agreement. In addition, Sections 8(i) (including the event provisions of any such suspension or removalExhibit B), CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member 8(k) and 11 of this Agreement shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights survive termination of a third party or otherwise present legal risk to the Publisher Memberthis Agreement.

Term Termination. (a) This The term of this Agreement shall commence will begin on the later of the Resignation Date or the Effective Date and shall continue through December 31 will end on the first anniversary thereof (the “Consulting Period End Date”) Resignation Date or upon earlier termination of the current yearAgreement as provided below (the “Term”). The Company may terminate this Agreement for any reason effective 30 days, and thereafter shall be renewed according or as otherwise mutually agreed, after delivery of a written notice of termination to the terms Consultant. The Consultant may terminate this Agreement for any reason effective 30 days, or as otherwise mutually agreed, after delivery of a written notice of termination to the then-current version Company. (b) Upon the termination of this Agreement for consecutive twelve any reason, the Company shall remain obligated to pay the Consultant any Consulting Fee earned through the date of termination and any unpaid business expenses that are reimbursable as set forth in Section 2(a); provided, that the Company will only be obligated to reimburse the Consultant for an unpaid business expense to the extent evidence of the expense is submitted to the Company within thirty (1230) month periods upon invoicing and payment days of an annual membership renewal feetermination of this Agreement. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. (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) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, If (i) upon the Company materially breaches this Agreement, which material breach has not been cured (or cannot be cured) within thirty (30) days after the Consultant gives written notice for failure to pay fees 90 days after the Company regarding such fees are due; material breach (a “Material Breach”) and (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice following expiration of such breach. For cure period and prior to the avoidance of doubtConsulting Period End Date, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of the Consultant terminates this Agreement, but failure then the Company shall pay to adhere to a Publisher Member’s selfthe Consultant any then-selected Embargo Period within twelve (12) months unpaid portion of the Effective Consulting Fee in a lump sum within thirty (30) days following the date of such termination, and the New Option (as defined on Exhibit A to this Agreement) shall vest in full immediately. If the Consultant terminates this Agreement prior to the Consulting Period End Date other than after a Material Breach, except as set forth in Section 5(b), the Consultant will forfeit any then-unpaid portion of the Consulting Fee and any then-unvested portion of the New Option. (d) If the Company terminates this Agreement for any reason other than for Cause (as defined below) prior to the Consulting Period End Date, shall be deemed then (x) the Company will pay to be the Consultant 60% of any then-unearned portion of the Consulting Fee, payable in a material breach. elump sum within thirty (30) CHORUS’s Board shall review days following the date of termination and approve any decision (y) the New Option will immediately vest in full. If the Company terminates this Agreement for Cause prior to terminate Publisher Member’s membership the Consulting Period End Date, except as set forth in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverSection 5(b), the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS Consultant will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.forfeit any

Term Termination. a) This A. The term of this Agreement shall commence be for five (5) years, commencing on the Effective Date and shall continue through December 31 expiring on the day before the fifth (5th) anniversary of the current yearEffective Date (the “Initial Term”). Following the Initial Term, and thereafter shall this Agreement may be renewed according to the terms of the then-current version of this Agreement for consecutive twelve three (123) month successive five (5) year periods (each a “Renewal Term”), upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature mutual written agreement of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member B. Either Party may terminate this Agreement, in whole or in part, for any reason whatsoever, including convenienceIn the case of termination by the Grantor, the Grantor shall give a minimum of 1 year advance written notice; provided, however, that if this Agreement upon provides Grantor the right to terminate this Agreement with less notice under particular circumstances, then the applicable, shorter notice period shall apply to termination in such circumstance. The Grantee shall provide Grantor ninety (90) days days’ prior written notice, but shall not be entitled to a refund notice of any fees that have been paid or waiver of any fees that have accruedtermination. d) CHORUS has C. Grantor shall have the rightauthority at any time to order and require Franchisee to remove and xxxxx any Equipment that is in violation of Laws, but not the obligationincluding Grantor’s Rights-of-Way regulations, to enforce or the terms and conditions of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure or the permit applicable to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- 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 within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d)Equipment. In the event that Franchisee fails to remove or otherwise bring such Equipment into compliance within thirty (30) days after receiving written notice of any such suspension or removalthe violation from Grantor, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Grantor shall have the right to require CHORUS remove the same at Franchisee’s expense, without compensation or liability for damages to remove links Franchisee. D. In addition to and without limiting the foregoing, Grantor may terminate this Agreement as to Equipment installed at a particular location at any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk time to the Publisher Memberextent required due to emergency circumstances or circumstances posing a threat to health or safety. Such termination shall not, however, terminate this Agreement as to Equipment installed at locations that are not affected by such circumstances. E. If, after the termination of this Agreement, there is any debris or material of any nature left in or on the Property by Franchisee, Grantor may remove this debris or material from the site and the Franchisee agrees to reimburse Grantor for its expense.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearApril 1, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2001 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning April 1, 2002 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) This 5.1. The term of this Agreement shall commence on the Effective Date and shall continue through December 31 until terminated as provided herein. The initial term of the current any Schedule A shall be for one (1) year, and thereafter shall be renewed according to commencing on the terms effective date of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Partiessuch Schedule A, and shall be deemed to have occurred if Publisher Member pays its annual membership renew upon notice from MSCI (each, a ìNotice of Renewalî) for successive one (1) year renewal fee according to terms at MSCI’s then prevailing charges, unless earlier terminated as provided herein. In the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate event this Agreement upon ninety or any Schedule is terminated for any reason: (90a) days prior written noticeLicensee shall pay all amounts due and owing to MSCI hereunder or thereunder as of the effective date of such termination; and (b) except as set forth in Section 5.3(a) below, but Licensee shall not be entitled to a any refund or credit of any fees that have been paid or waiver payable hereunder. 5.2. This Agreement shall terminate automatically without notice to Licensee in the event there are no Schedules A in effect hereunder. 5.3. This Agreement, any Schedule A or any individual MSCI product licensed hereunder, may be terminated as follows: a) By MSCI at any time thirty (30) days following written notice to Licensee (or shorter if required by law, regulation, rule or a third party information provider) in which event MSCI shall credit Licensee with the pro-rata portion of the pre-paid fees for any applicable Service representing the unused portion of such fees that unless otherwise provided in any other agreement with MSCI (a ìRelated Agreementî); b) By Licensee, without cause on written notice to MSCI within thirty (30) days of receipt of a Notice of Renewal from MSCI. c) By MSCI at any time ten (10) days following written demand to Licensee, if Licensee shall have accrued.failed to pay any amount due hereunder; d) CHORUS has Subject to Section 5.3(c), by MSCI immediately upon notice to Licensee in the right, but not event of any breach by the obligation, to enforce Licensee of any of the terms of this Agreement against or any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (iRelated Agreement; and e) upon By Licensee on written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure MSCI if MSCI fails to cure any other material breach of the terms of this Agreement or any Related Agreement within ten thirty (1030) business days of notice after receipt of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach written notice. a) Upon termination of this Agreement, but failure a Schedule A or any MSCI product for any reason. Licensee shall return to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months MSCI all copies of the Effective Dateterminated Service (the ìTerminated Service”) in Licensee’s possession or control. b) Notwithstanding Section 5.4(a), if Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Terminated Service which are commingled with other data in Licensee’s data backup files, Licensee may retain such copies of the Terminated Service but Licensee may not use such copies of the Terminated Service. Nothing contained in this Section 5.4(b) shall prevent Licensee from using data-backup files containing Terminated Service to restore lost data of Licensee provided that if copies of any Terminated Service are created as a result of such use of the data-backup files, such copies of any Terminated Service shall be deemed destroyed or returned to be a material breachMSCI. ec) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership Upon mutual agreement of the parties, Licensee may license Historical Data in CHORUS and participation consideration of payment of the applicable perpetual license fee set forth in the CHORUS Service. The Publisher Member applicable Schedule A. For purposes of this Section, iHistorical Dataî shall have an opportunity mean the data contained within the Service licensed to be heard Licensee under such reasonable procedures as the Board may determine in its good faith; however, applicable Schedule A prior to the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part effective date of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation termination of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.Schedule A.

Term Termination. (a) This Until this Agreement is terminated in accordance with its terms, this Agreement shall commence on be in effect until the Effective Date and shall continue through December 31 of date that is three (3) years after the current yeardate hereof, and thereafter shall on each anniversary of such date be deemed renewed according 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 Common Shares, reasonably agree that there has been unsatisfactory performance that is materially detrimental to the terms Company or (ii) a simple majority of the thenIndependent Directors agree that the 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 original term or any such one-current version year extension term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature less than 60 days prior to the expiration of the Partiesthen existing term. If the Company so elects not to renew this Agreement, and the Company shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to designate the payment terms indicated on date (the renewal invoice. CHORUS may elect“Effective Termination Date”), in its sole discretion, to accept late payment. Failure to make timely payment may result in not less than 60 days from the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety (90) days prior written date of the notice, but on which the Manager shall not be entitled cease to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate provide services under this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of shall terminate on such breach. For the avoidance of doubtdate; provided, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementhowever, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation that in the CHORUS Service. The Publisher Member shall have an opportunity event that such Termination Notice is given in connection with a determination that the compensation payable to be heard under such reasonable procedures as the Board may determine in its good faith; howeverManager is unfair, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member Manager shall have the right to require CHORUS renegotiate the Management Fee by delivering to remove links the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any Article such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company 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 the Company agree to a revised Management Fee (or other compensation structure) 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 Management Fee shall be the revised Management Fee (or other compensation structure) then agreed upon determination by the Publisher Member parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Article may infringe Company and the rights Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of a third party or otherwise present legal risk to (A) ten (10) days following the Publisher Memberend of such 45 day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

Term Termination. (a) This Agreement The term of the Executive's employment hereunder shall be one (1) year and shall commence on the Effective Date and shall continue through December 31 of the current yearJanuary 1, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, 2001 and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to extended automatically, for so long as the payment terms indicated Executive remains employed by the Company hereunder, on the renewal invoice. CHORUS first day of each month beginning January 1, 2002 for an additional one-month period (such period, as it may electbe extended from time to time, being herein referred to as the "Term"), unless terminated earlier in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. 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) CHORUS has the right, but not the obligation, to enforce accordance with the terms of this Agreement against any Agreement, to the effect that on the first day of its memberseach month, including Publisher Member. CHORUS may terminate the remaining term of this Agreement and Publisher Member’s status the Executive's employment hereunder shall be one (1) year, but shall in no event extend beyond the Retirement Age. (b) Any purported termination of employment by Executive or the Company shall be communicated by a Termination Notice. The Termination Notice shall indicate the specific termination provision in this Agreement relied upon and set forth the facts and circumstances claimed to provide a basis for termination. If the party receiving the Termination Notice notifies the other party prior to the Termination Date that a dispute exists concerning the termination, the Termination Date shall be extended until the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction. The Termination Date shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given and Executive shall continue as a member of CHORUSparticipant in all Award Plans and Benefit Plans in which Executive participated when the Termination Notice giving rise to the dispute was given, (i) upon written notice for failure until the dispute is finally resolved in accordance with this subsection. Amounts paid under this subsection are in addition to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any all other material breach of amounts due under this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period and shall not be deemed to be breach of offset against or reduce any other amounts due under this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of the Effective Date, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. a) 8.1 This Agreement shall commence on be effective as of the Effective Date date hereof and shall continue through December 31 in force until terminated in accordance with the provisions herein. 8.2 This Agreement shall terminate in accordance with the following provisions: (a) At the option of LIFE COMPANY or FUND at any time from the date hereof upon 60 days' notice, unless a shorter time is agreed to by the parties; (b) At the option of LIFE COMPANY, if FUND shares are not reasonably available to meet the requirements of the current year, and thereafter Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be renewed according furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless FUND makes available a sufficient number of shares to reasonably meet the terms requirements of the thenVariable Contracts within said ten-current version day period; (c) At the option of this Agreement for consecutive twelve (12) month periods LIFE COMPANY, upon invoicing the institution of formal proceedings against FUND by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair FUND's ability to meet and payment perform FUND's obligations and duties hereunder. Prompt notice of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and election to terminate shall be deemed furnished by LIFE COMPANY with said termination to have occurred if Publisher Member pays its annual membership renewal fee according to be effective upon receipt of notice; (d) At the payment terms indicated on option of FUND, upon the renewal invoice. CHORUS may electinstitution of formal proceedings against LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in FUND's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its sole discretionobligations and duties hereunder. Prompt notice of election to terminate shall be furnished by FUND with said termination to be effective upon receipt of notice; (e) In the event FUND's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to accept late paymentbe issued by LIFE COMPANY. Failure Termination shall be effective upon receipt of notice by LIFE COMPANY; (f) At the option of FUND if the Variable Contracts cease to make timely payment qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if FUND reasonably believes that the Variable Contracts may result in fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY; (g) At the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement option of LIFE COMPANY, upon ninety (90) days prior written notice, but shall not be entitled to a refund FUND's breach of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach provision of this Agreement, but failure which breach has not been cured to adhere the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to a Publisher Member’s self-selected Embargo Period FUND; (h) At the option of FUND, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of FUND within twelve ten days after written notice of such breach is delivered to LIFE COMPANY; (12i) months At the option of FUND, if the Effective DateVariable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be deemed to effective immediately upon receipt of notice by LIFE COMPANY; (j) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, FUND, and ADVISER, termination shall be a material breach. eeffective immediately upon receipt of notice; (k) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in At the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part option of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or LIFE COMPANY with respect to any Portfolio in the event that such Portfolio ceases to qualify as a specific memberRegulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that the FUND may fail to so qualify. Termination shall be effective immediately upon receipt of notice; (l) or linking At the option of LIFE COMPANY with respect to any such Article could result Portfolio in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any that such suspension or removal, CHORUS will endeavor Portfolio fails to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have meet the right to require CHORUS to remove links to any diversification requirements specified in Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member2.

Term Termination. a) This Agreement A. The term of this license shall commence begin on the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version effective date of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal feecontinue perpetually unless this Agreement is terminated as provided herein or as permitted by law. b) A renewal shall not require signature B. If Licensee has paid XXXX all of the Partiesfees specified in Section 4A, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Licensee may terminate this Agreement upon at any time by giving at least ninety (90) days prior written notice, but notice of such termination to XXXX. Such a notice shall not be entitled to accompanied by a refund statement of the reasons for the termination. C. If Licensee at any time defaults in the timely payment of any fees that have been paid monies due to XXXX or waiver commits any breach of any fees that have accrued. dother covenant herein contained, and Licensee fails to remedy any such breach or default within ninety (90) CHORUS days after written notice thereof by XXXX, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within sixty (60) days, or offers any component of the rightMaterials to its creditors, but not the obligationXXXX may, to enforce the terms of this Agreement against any of at its membersoption, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, (i) upon written notice for failure to pay fees 90 days after such fees are due; (ii) upon written notice for failure to cure any other material breach of this Agreement within ten (10) business days of license granted hereunder by giving notice of such breach. For termination to Licensee. D. Upon the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall not be deemed to be breach termination of this Agreement, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months Licensee shall cease any use of the Effective DateMaterials for any purpose, at which time all of the Materials and “Derivative Materials” shall be entirely destroyed, unless provision for their preservation is expressly made by written agreement with XXXX. Derivative Materials as used herein shall mean any other materials or products that are derived from, are produced by use of, or that wholly or partially incorporate the Materials. E. Upon the termination of this Agreement, Licensee shall remain obligated to provide an accounting for and to pay royalties earned up to the date of the termination and any minimum royalties shall be prorated as of the date of termination by the number of days elapsed in the applicable calendar year. F. Waiver by either party of a single breach or default, or a succession of breaches or defaults, shall be deemed to be a material breach. e) CHORUS’s Board shall review and approve not deprive such party of any decision right to terminate Publisher Member’s membership this Agreement in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension subsequent breach or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Memberdefault.

Term Termination. a) 9.1 This Agreement shall commence become effective on the Effective Date date on which it is accepted by Exchange at Exchange's principal place of business, and shall continue through December 31 remain in effect unless terminated as provided in this Agreement. The grant of license for the current yearLicensed Software shall take effect on the date on which the applicable Product Schedule is accepted by Exchange, and thereafter shall remain in effect unless terminated as provided in this Agreement. 9.2 If either party shall fail to perform or shall be renewed according in breach of any of its obligations under this Agreement, and shall have failed or been unable to remedy said failure or breach within thirty (30) days after receipt of written notice from the other party with respect to said failure or breach, such party may terminate this Agreement including the licenses granted hereunder and any maintenance obligations. Notwithstanding the foregoing, each party reserves the right to seek injunctive relief pursuant to Section 5.7. 9.3 Either party may terminate Maintenance Services effective at the end of any annual maintenance period by providing thirty (30) days written notice to the terms other party. If Licensee terminates Maintenance Services pursuant to Section 9.2, Exchange shall provide a pro-rata refund of the then-current version prepaid maintenance fees. 9.4 Upon termination of this Agreement for consecutive twelve any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (12a) month periods upon invoicing if the Agreement is terminated by Exchange pursuant to Section 9.2, Licensee shall continue to be obligated to pay Exchange all fees, charges or expenses that accrued prior to the termination date, including all maintenance fees and payment of an annual membership renewal fee. other charges hereunder, which shall become immediately due and payable and (b) A renewal Licensee shall not require signature of have no further right to copy or use the Parties, Licensed Software and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoice. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member may terminate this Agreement upon ninety within five (905) days prior written noticeafter any termination or expiration, but shall not be entitled to a refund of any fees that have been paid or waiver of any fees that have accrued. d) CHORUS has the right, but not the obligation, to enforce the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement and Publisher Member’s status as a member of CHORUS, each party (i) upon written notice for failure shall deliver to pay fees 90 days after the other all Proprietary Material received from such fees are due; party, including any copies, and (ii) upon written notice shall destroy or render unusable all other such Proprietary Material and any copies, including information and data relating to the Licensed Software stored in any storage facility, which for failure to cure any other material breach of this Agreement within ten (10) business days of notice of such breach. For the avoidance of doubt, failure to adhere to a Funding Entity- selected embargo period shall reason cannot be deemed delivered to the Discloser. In addition, an authorized officer of the party required to return Proprietary Material shall certify in writing to the other party that all Proprietary Material required to be breach of this Agreementreturned has been delivered to such party, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months destroyed or rendered unusable and that use of the Effective Date, shall be deemed to be a material breachterminated Licensed Software and any portion of Licensed Software has been discontinued. e) CHORUS’s Board shall review and approve any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; however, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUS, without following the procedures outlined in Section 10(d). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.

Term Termination. This Agreement shall remain in full force and in effect for an initial term of three (3) years. This Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination at least sixty (60) days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Agreement will terminate at the end of the then-current term. (a) This Agreement shall commence on not become effective until the Effective Date and shall continue through December 31 of the current year, and thereafter shall be renewed according to the terms of the then-current version of this Agreement for consecutive twelve (12) month periods upon invoicing and payment of an annual membership renewal fee. b) A renewal shall not require signature of the Parties, and shall be deemed to have occurred if Publisher Member pays its annual membership renewal fee according to the payment terms indicated on the renewal invoiceMerchant Application is approved by Servicers. CHORUS may elect, in its sole discretion, to accept late payment. Failure to make timely payment may result in the Publisher Member’s termination. c) The Publisher Member Any party may terminate this Agreement upon ninety or one or more services delivered under this Agreement at any time with or without cause by providing written notice to the other parties and such termination will become effective on the date specified by such notice. If Merchant terminates this Agreement, Servicers shall have thirty (9030) days prior written noticefrom date of receipt of the notice to close Merchant’s Account. All rights and obligations of the parties existing hereunder as of the effective time of termination shall survive the termination of this Agreement. If Merchant has applied for Card processing and is approved by Servicers, but and if Merchant exercises its option to terminate this Agreement within three (3) years after such approval, then Merchant will pay to Servicers a Termination Fee as follows: all monthly fees assessed to Merchant under the Agreement and due to Servicers for the remainder of the then existing term of the Agreement, including all minimum monthly fee commitments, shall not be entitled immediately due and payable to a refund Servicers (the “Termination Fee”); provided, however, that in no event shall the Termination Fee be less than $295; and, provided further, that in no event shall the Termination Fee exceed the maximum amount permitted by applicable state law. Merchant hereby authorizes Servicers to deduct the Termination Fee from Merchant’s account referenced in Section 1.07, or to otherwise withhold the total amount from amounts due to Merchant from Servicers, immediately on or after the effective date of any fees that have been paid or waiver termination. For purposes of any fees that have accrued. d) CHORUS has calculating the Termination Fee, Servicers reserve the right, but not the obligationin their discretion, to enforce calculate such remaining fees based upon the terms of this Agreement against any of its members, including Publisher Member. CHORUS may terminate this Agreement anticipated annual volume and Publisher Member’s status as a member of CHORUS, average transaction levels contemplated by either (i) upon written notice for failure to pay fees 90 days after such fees are due; the Merchant’s actual volume and transaction levels during the period in which it actively processed with Servicers, or (ii) upon written notice published industry volume and transaction levels associated with the Merchant’s MCC, as selected in Servicers’ sole discretion. If the Merchant’s account does not contain sufficient funds for failure the debit or the amount cannot be withheld by Servicers from amounts due to cure any other material breach of this Agreement Merchant, Merchant shall pay Servicers the amount due within ten (10) business days of notice the date of such breachservicers’ invoice for same. For the avoidance The payment of doubt, failure to adhere to accelerated monthly fees as described here is not a Funding Entity- selected embargo period shall not be deemed to be breach of this Agreementpenalty, but failure to adhere to a Publisher Member’s self-selected Embargo Period within twelve (12) months of rather is hereby agreed by the Effective Date, shall be deemed parties to be a material breachreasonable amount of liquidated damages to compensate Servicers for its termination expenses and all other damages under the circumstances in which such amounts would be payable. e(b) CHORUS’s Board shall review and approve Servicers may terminate this Agreement for any decision to terminate Publisher Member’s membership in CHORUS and participation in the CHORUS Service. The Publisher Member shall have an opportunity to be heard under such reasonable procedures as the Board may determine in its good faith; howeverreason immediately without prior notice, the decision to terminate shall rest solely with CHORUS. f) Notwithstanding the foregoing, CHORUS reserves the right to temporarily suspend any part of the CHORUS Service or to temporarily or permanently remove links to any Article upon determination in CHORUS’s sole discretion that the continuation of such aspect of the CHORUS Service (generally or with respect to a specific member) or linking to any such Article could result in legal risk to CHORUSincluding, without following limitation, if (i) they have reason to believe that fraudulent Card transactions or other activities prohibited by this Agreement are occurring at any Merchant location, (ii) such action is taken to prevent loss to Servicers or Card Issuers, (iii) Merchant appears on any Card Network’s security reporting, including the procedures outlined in Section 10(dMember Alert to Control High-Risk Merchants (“MATCH”). In the event of any such suspension or removal, CHORUS will endeavor to provide Publisher Member with notice within 30 days following such event. Similarly, Publisher Member shall have the right to require CHORUS to remove links to any Article upon determination by the Publisher Member that the Article may infringe the rights of a third party or otherwise present legal risk to the Publisher Member.(iv) Servicers’ merchant acceptance criteria changes,