Common use of Term Termination Clause in Contracts

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

Term Termination. This (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall continue in force operation until the third (3rd) anniversary of the Effective Date (the “Initial Term”) and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that renewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the term of Company or the Manager elects not to renew this Agreement thereafter ends on the twentieth anniversary of such Extension Datein accordance with this Section 14(a) or Section 14(c), respectively. Notwithstanding any other provision of The Company may elect not to renew this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to upon the expiration of the term: Initial Term or any Renewal Term by providing at least one hundred eighty (a) by the Company, (i) upon sixty (60180) days’ prior written notice to the Manager (the “Termination Notice”) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of Base Management Fees and Incentive Fees, or the amount thereof, is unfair to any of the Company Parties. If the Company issues the Termination Notice, the Company shall be obligated to (x) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”). Notwithstanding the foregoing provisions of this Section 14(a), in the event that such terminationTermination 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 one hundred and twenty (120) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Termination for ConvenienceNotice of Proposal to Negotiate”)) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (iirepresented by the Independent Directors) for Cause, immediately upon written notice and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice under this Agreement. If the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager given within sixty one hundred and twenty (60120) days after following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the Company and the Manager. The Company, Operating Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such one hundred and twenty (120)-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (A) ten (10) days following the end of such one hundred and twenty (120)-day period and (B) the calendar year giving rise Effective Termination Date originally set forth in the Termination Notice, and Operating Company shall be obligated to pay the Manager the Termination Fee upon the effective date of termination as provided in Section 14(b) below. Nothing in this Section 14(a) shall prohibit the Company from discussing or negotiating with any Person the terms of a replacement manager and management agreement during such Performance Reason one hundred and twenty (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or120)-day period. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company Section 14(a) or a termination by the Manager pursuant to Section 18(b)15(b) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three (3) times the sum of (i) the present values average annual Base Management Fee and (ii) the average annual Incentive Fee, in each case earned by the Manager during the twenty-four (24)-month period immediately preceding the most recently completed calendar quarter prior to the date of Monthly Future Fees payable for termination. The obligation of the Remaining Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on Manager may deliver written notice to the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum 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 the expiration of the Initial Term or the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingRenewal Term following the delivery of such notice. The Company shall not be required to pay the Termination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 14(c). (d) In the event of a Termination for Performancetermination or non-renewal of this Agreement, the Company Manager shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Termreasonably cooperate, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is at the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection expense, with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment executing an orderly transition of the Full Termination Fee or management of the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerCompany’s consolidated assets to a new manager.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month 12) month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that in effect and shall continue in operation (the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration “Term”) unless each of the term: (a) Independent Directors agrees that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company, (i) upon sixty (60) days’ the Series and the Subsidiaries, taken as a whole. If the Company determines to terminate this Agreement as set forth above, the Company shall deliver to the Manager prior written notice of the Company’s intention to terminate this Agreement based upon the Manager (terms set forth in this Section 13(a) not less than 180 days prior to such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or. (b) by the Manager, for Good Reason, upon sixty (60) days’ prior The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than 180 days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the day such notice is delivered or ninety (90ii) days if such latter date as the Manager may determine. (c) If the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager terminates this Agreement pursuant to this Section 18(b)13, the Company shall pay forfeit any voting or other controlling interest in any Asset-Backed Finance Asset. (d) If the Manager an amount in cash (the “Full Termination Fee”) equal Company terminates this Agreement pursuant to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performancethis Section 13, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “Apollo,” and the Company, any successor manager or any other Person shall pay the Manager an amount make no further use of “Apollo” or any similar name or any derivations thereof in cash (the “Performance Termination Fee”) equal relation to the sum activities of the present values of Monthly Future Fees payable for the first one hundred twenty Company. (120e) months of the Remaining Term, determined by assuming that a Monthly Future Fee If this Agreement is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company terminated pursuant to Section 18(a)(ii13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 15(b) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions and 16 of this Section 18 Agreement. In addition, Sections 11 and 21 of this Agreement shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with survive termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerAgreement.

Term Termination. This (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall continue be in force and effect until December 31, 2035, and, on December 31 of each year after 2010 (the effective date of this Agreement (each, an “Extension DateInitial Term”), the term of this Agreement ) and shall be automatically extended an additional renewed for a one-year so term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by Annaly or its affiliates) 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 term of Company shall not have the right to terminate this Agreement thereafter ends on under clause (ii) above if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of 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 contrary, procedure set forth below. If the Company elects not to renew this Agreement, Agreement at the expiration of the Initial Term or any extension thereofRenewal Term as set forth above, may be terminated the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company’s intention not to renew this Agreement based upon the terms set forth in this Section 13(a) not less than one hundred eighty (180) days prior to the expiration of the then existing term: . If the Company so elects not to renew this Agreement, the Company shall designate the date (athe “Effective Termination Date”), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (i45) upon sixty (60) days’ 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 (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (such termination45) days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) ten (10) days after following the end of such 45-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)13(a) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three (3) times the sum of (a) the present values average annual Base Management Fee and (b) the average annual Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of Monthly Future Fees payable for the Remaining Termsuch termination, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after calculated as of the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee or shall survive the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 termination of this Agreement. (c) No later than one hundred eighty (180) days prior to the anniversary date of this Agreement of any year during the Initial Term or otherwise between Renewal Term, the Manager may deliver written notice to the Company and 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 without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon prior written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect until September 29, 2012 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the term of Company shall not have the right to terminate this Agreement thereafter ends on under clause (ii) above if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of 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 contrary, procedure set forth below. The Company may elect not to renew this Agreement, or any extension thereof, may be terminated prior to Agreement upon the expiration of the term: (a) by the Company, (i) Initial Term or any Renewal Term upon sixty (60) at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such terminationTermination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Termination for ConvenienceNotice of Proposal to Negotiate”)) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (iirepresented by the Independent Directors) for Cause, immediately upon written notice and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager given within sixty 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (60A) 10 days after following the end of such 60-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company Section 13(a) or a termination by the Manager pursuant to Section 18(b)14(b) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three times the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12i) the sum of average annual Base Management Fee and (ii) the applicable Treasury Rate plus 300 basis pointsaverage annual Incentive Fee, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay in each case earned by the Manager an amount in cash (during the “Performance Termination Fee”) equal 24-month period immediately preceding the most recently completed fiscal quarter prior to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Performance Termination FeeManager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, as applicable, whereupon this Agreement shall not affect other rights be renewed and obligations created under Sections 2, 14, 17, 18 extended and 19 this Agreement shall terminate effective on the anniversary date of this Agreement or otherwise between next following the delivery of such notice. The Company and shall not be required to pay the ManagerTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) This Agreement shall continue be in force and effect until December 31March 5, 2035, and, on December 31 of each year after 2034 (the effective date of this Agreement (each, an “Extension DateInitial Term”), the term of this Agreement ) and shall be automatically extended an additional renewed for a successive one-year so that the term of this Agreement each anniversary date thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for ConvenienceRenewal Term”), (ii) for Cause, immediately upon written notice to the Manager (such termination, unless terminated by a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), party in accordance with this Section 12 or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or13. (b) Subject to Section 13 below, neither the Company nor the Manager may terminate this Agreement without cause during the first 24 months of the Initial Term. Thereafter, subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that (i) there has been unsatisfactory performance by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice Manager that is materially detrimental to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company , or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise compensation payable to the Manager under this Agreement is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to compensation that at least two-thirds of the Ajax Independent Directors determine is reasonable pursuant to the procedure set forth below. (i) If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as compensation for services and for expenses of or reimbursement due set forth above, the Company, shall deliver to the Manager through prior written notice (the “Termination Notice”) of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Ajax, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Ajax Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Ajax Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. (ii) In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period according to Section 12(b)(i) above, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Company in accordance with the provisions of Section 12(b) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. (d) Following the first 24 months of the Initial Term, the Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to December 31 of any year during the Initial Term or Renewal Term, whereupon this Agreement shall terminate effective on December 31 next following the Performance 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 12(d). (e) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and if the Servicing Agreement is terminated for any reason other than for “cause” (as defined therein), the Manager shall be paid the Termination Fee. (f) If this Agreement is terminated pursuant to Section 12, as applicablesuch termination shall be without any further liability or obligation of any party to the others, shall not affect other rights except with respect to the obligations provided in Sections 1(e), 12(b), 13 (b), 13(c) and obligations created under 14 of this Agreement. In addition, Sections 2, 14, 17, 18 10 and 19 15 through 25 of this Agreement or otherwise between shall survive termination of this Agreement. Notwithstanding the foregoing, neither the Company and nor the ManagerManager may terminate this Agreement pursuant to this Section 12 during the first 24 months of the Initial Term.

Term Termination. This (a) Until this Agreement is terminated in accordance with its terms, this Agreement shall continue in force operation until the third (3rd) anniversary of the Effective Date (the “Initial Term”) and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that renewed for a one (1)-year term on each anniversary date thereafter (a “Renewal Term”) unless the term of Company or the Manager elects not to renew this Agreement thereafter ends on the twentieth anniversary of such Extension Datein accordance with this Section 14(a) or Section 14(c), respectively. Notwithstanding any other provision of The Company may elect not to renew this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to upon the expiration of the term: Initial Term or any Renewal Term by providing at least one hundred eighty (a) by the Company, (i) upon sixty (60180) days’ prior written notice to the Manager (such termination, a the “Termination for ConvenienceNotice”), ) only if there has been an affirmative vote of at least two-thirds of the Independent Directors that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) for Cause, immediately upon written notice the compensation payable to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reasonin the form of Base Management Fees and Incentive Fees, upon sixty (60) days’ prior written notice or the amount thereof, is unfair to any of the Company (or ninety (90) days if Parties. If the Company takes steps to cure any relevant default within thirty (30) days of written notice to issues the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)Notice, the Company shall be obligated to (x) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the immediately preceding sentence of this paragraph) and (y) pay the Manager an amount in cash the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Full Effective Termination FeeDate”) equal ). Notwithstanding the foregoing provisions of this Section 14(a), in the event that such Termination Notice is given in connection with a determination that the compensation payable to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee Manager is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performanceunfair, the Company Manager shall pay have the Manager an amount in cash (the “Performance Termination Fee”) equal right to renegotiate such compensation by delivering to the sum of the present values of Monthly Future Fees payable for the first Company, no fewer than one hundred and twenty (120) months days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each Proposal to Negotiate”) of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate its intention to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingrenegotiate its compensation under this Agreement. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination Upon receipt by the Company pursuant of a Notice of Proposal to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of Negotiate, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in connection with a transaction pursuant to which any assets or going business values of good faith the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise revised compensation payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.this

Term Termination. (a) This Agreement shall continue be in force and effect until December 31, 2035, and, on December 31 the 15th anniversary of each year after the effective date of this Agreement first above written (each, an the “Extension DateInitial Term”), the term of this Agreement ) and shall be automatically extended an additional renewed for a successive one-year so that the term of this Agreement each anniversary date thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for ConvenienceRenewal Term”), (ii) for Cause, immediately upon written notice to the Manager (such termination, unless terminated by a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), party in accordance with this Section 12 or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or13. (b) Subject to Section 13 below, neither the Company nor the Manager may terminate this Agreement without cause during the first 24 months of the Initial Term. Thereafter, subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that (i) there has been unsatisfactory performance by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice Manager that is materially detrimental to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company , or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise compensation payable to the Manager under this Agreement is unreasonable; provided that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to compensation that at least two-thirds of the Ajax Independent Directors determine is reasonable pursuant to the procedure set forth below. (i) If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as compensation for services and for expenses of or reimbursement due set forth above, the Company, shall deliver to the Manager through prior written notice (the “Termination Notice”) of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to Ajax, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Ajax Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and at least two-thirds of the Ajax Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. Each of the parties agrees to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. (ii) In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period according to Section 12(b)(i) above, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Company in accordance with the provisions of Section 12(b) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. (d) Following the first 24 months of the Initial Term, the Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to December 31 of any year during the Initial Term or Renewal Term, whereupon this Agreement shall terminate effective on December 31 next following the Performance 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 12(d). (e) If the Servicing Agreement is terminated for any reason, this Agreement shall automatically terminate on the same date as the Servicing Agreement terminates, and if the Servicing Agreement is terminated for any reason other than for “cause” (as defined therein), the Manager shall be paid the Termination Fee. (f) If this Agreement is terminated pursuant to Section 12, as applicablesuch termination shall be without any further liability or obligation of any party to the others, shall not affect other rights except with respect to the obligations provided in Sections 1(e), 12(b), 13(b), 13(c) and obligations created under 14 of this Agreement. In addition, Sections 2, 14, 17, 18 10 and 19 15 through 25 of this Agreement or otherwise between shall survive termination of this Agreement. Notwithstanding the foregoing, neither the Company and nor the ManagerManager may terminate this Agreement pursuant to this Section 12 during the first 24 months of the Initial Term.

Term Termination. This Agreement shall continue in force and effect until December 31Subject to the terms hereof, 2035, and, your employment hereunder will commence on December 31 of each year after [DATE OF CLOSING] [_____________________] (the effective date of this Agreement (each, an “Extension Commencement Date”) and will continue until three years from the Commencement Date (the “Initial Term”), provided that on the third anniversary of the Commencement Date, the term of this Agreement shall your employment hereunder will be automatically extended for an additional period of one year so that (the term of this Agreement thereafter ends on “Subsequent Term”) unless either you or the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior Company has given written notice to the Manager other that such automatic extension will not occur (such termination, a “Termination for ConvenienceNon-Renewal Notice”), which notice was given not less than 60 days prior to the relevant anniversary of the Commencement Date. The Initial Term and the Subsequent Term are referred to herein as the “Term.” Notwithstanding the foregoing, your employment hereunder will terminate upon the first to occur of the following: (i) Immediately upon your death; (ii) for Cause, immediately upon By the Company: (A) By written notice to you effective the Manager date of such notice, following your failure, due to illness, accident or any other physical or mental incapacity, to perform the essential functions of your position for an aggregate of 120 business days within any period of 180 consecutive days during the term hereof as determined by a physician selected by you (such termination, a “Termination for CauseDisability”), provided that if applicable law provides any provision regarding disability that is more favorable to you than that set forth herein, such more favorable provision will govern; (iiiB) for a Performance Reason, upon By written notice to the Manager given within sixty (60) days you effective after the end termination of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month applicable cure period immediately following stated herein commencing on the date a Manager Change of Control occurredsuch notice, for Cause (as defined below); or (bC) By written notice to you effective 30 days after the date of such notice and subject to Section 4 hereof, without Cause; or (iii) By you: (A) At any time by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company effective 30 days after the date of such notice; or (or ninety (90B) days if the Company takes steps to cure any relevant default within thirty (30) days of By written notice to the Company). Any notice of termination shall include the reason Company for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash Good Reason (the “Full Termination Fee”as defined below) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through effective the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Managersuch notice.

Term Termination. This Agreement shall continue in force and effect until December 31, 20352037, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month 12) month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

Term Termination. (a) This Agreement shall continue in force and effect operation, unless terminated in accordance with the terms hereof, until December 31the end of the Initial Term. After the Initial Term, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be deemed renewed automatically extended each year for an additional one-year so that period (an “Automatic Renewal Term”), unless SpinCo or the term of Manager elects to terminate or not to renew this Agreement thereafter ends on the twentieth anniversary of such Extension Date. in accordance with Section 14(b) or Section 14(c), respectively. (b) Notwithstanding any other provision of this Agreement to the contrary, this AgreementSpinCo may, or any extension thereofwithout cause, may be terminated prior to the expiration of the term: by not less than one hundred eighty (a180) by the Company, (i) upon sixty (60) days’ prior days written notice to the Manager (such terminationthe “Termination Notice”), terminate this Agreement upon the affirmative vote of at least two-thirds (2/3) of the Independent Trustees (a “Termination for ConvenienceWithout Cause”); provided, (ii) for Causehowever, immediately upon written notice that if the date of termination occurs prior to the fourth anniversary of the Spin-Off, the termination shall be subject to payment of the applicable Termination Fee to the Manager (concurrently with such termination, a “. A Termination for Cause”), (iii) for a Performance Reason, upon written notice to Without Cause shall be effective as of the Manager given within sixty (60) days 180th day after the end date of the calendar year giving rise Termination Notice or such longer period as may be specified in the Termination Notice. SpinCo may terminate this Agreement for cause pursuant to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice Section 16 hereof at any time during the twelve Initial Term or any Automatic Renewal Term, even after a Termination Notice has been delivered and, in such case, no Termination Fee shall be payable. (12)-month c) If the gross book value, as determined in accordance with GAAP, of SpinCo’s consolidated assets as of the end of a fiscal quarter is less than the applicable Threshold Amount for the relevant Annual Term that includes such quarter, the Manager may deliver written notice to SpinCo informing it of the Manager’s intention to terminate this Agreement effective as of a date no earlier than one hundred eighty (180) days after date of such notice; provided, however, that SpinCo may elect, in its sole discretion, to accelerate the effective date of such termination to a date prior to the date specified in such notice (such accelerated date, the “Accelerated Termination Date”). For the avoidance of doubt, SpinCo’s acceleration of the effective date of such termination in accordance with the foregoing proviso shall not affect or limit any obligation of SpinCo to pay any Management Fee otherwise payable in accordance with the terms of this Agreement in respect of the period between the Accelerated Termination Date and the date on which the then current Automatic Renewal Term would have otherwise expired. SpinCo shall pay to the Manager the applicable Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(c). (d) If this Agreement is terminated pursuant to Section 14, such termination shall be without any further liability or obligation of either party to the other, except as provided in such Section 14 or in Sections 6, 10, 11, 17 and Section 18 of this Agreement. In addition, Section 12 and Section 22 of this Agreement shall survive termination of this Agreement. (e) During the period between any notice of termination and the effective termination date of this Agreement, the Manager shall continue to perform its duties and obligations as Manager under this Agreement and shall provide cooperation to SpinCo to execute an orderly transition of the management of SpinCo’s consolidated assets to a new manager. To the extent practicable, during the 60-day period immediately following the termination date a Manager Change of Control occurred; or (b) by the Managerthis Agreement, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant shall continue to Section 18(b), the Company shall pay the Manager provide cooperation to SpinCo and its new manager to execute an amount in cash (the “Full Termination Fee”) equal to the sum orderly transition of the present values management of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate SpinCo to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Managersuch new manager.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect until [ ], 2012 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by members of the Company’s senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided that the term of Company shall not have the right to terminate this Agreement thereafter ends on under clause (ii) above if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of 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 contrary, procedure set forth below. If the Company elects not to renew this Agreement, Agreement at the expiration of the Initial Term or any extension thereofRenewal Term as set forth above, may be terminated 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 (a) the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, (i) upon sixty (60) days’ 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 (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager (such terminationwithin 45 days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) 10 days after following the end of such 45-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination 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, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)13(a) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three times the sum average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of the present values such termination, calculated as of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee or shall survive the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 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 otherwise between Renewal Term, the Manager may deliver written notice to the Company and 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 without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive termination of this Agreement. (e) If this Agreement is terminated for any reason, including pursuant to Section 13 or Section 15 hereof, the Contingent Shares shall vest immediately.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect through December 31, 2012 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so that term each anniversary date thereafter (a “Renewal Term”). With respect to the term end of the Initial Term or any Renewal Term, this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated by the Company annually upon the affirmative vote of at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by BAM or its Affiliates) based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or its Subsidiaries or (ii) the Company’s determination that the compensation payable to the Manager hereunder is unfair; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. The Company may not terminate this Agreement without cause prior to the end of the Initial Term. 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 one hundred eighty (180) days prior to the expiration of the then existing term: . If the Company so elects not to renew this Agreement, the Company shall designate the date (athe “Effective Termination Date”), not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (i45) upon sixty (60) days’ 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 (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within forty-five (such termination45) days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) ten (10) days after following the end of such 45-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) Subject to subsection (c) below and Section 15 of this Agreement, and 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, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)13(a) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three (3) times the sum of (a) the present values average annual Base Management Fee and (b) the average annual (or if the period is less than 24 months, annualized) Incentive Compensation earned by the Manager during the 24-month period immediately preceding the date of Monthly Future Fees payable for the Remaining Termsuch termination, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after calculated as of the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. (c) Following the Initial Term, the Manager may decline to renew this Agreement by delivering written notice to the Company informing it of the Manager’s intention no later than one hundred eighty (180) days prior to the end of the Initial Term or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 anniversary date of this Agreement during any Renewal Term, as the case may be, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the final date of the Initial Term or otherwise between on the anniversary date of this Agreement next following the delivery of such notice, respectively. 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 without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and the Manager16 of this Agreement. In addition, Sections 11 and 18 of this Agreement shall survive termination of this Agreement.

Term Termination. This (a) Until this Agreement shall continue is terminated in force and accordance with its terms, this Agreement remained in effect until December 31September 29, 2035, and, on December 31 of each year after 2012 (the effective date of this Agreement (each, an “Extension DateInitial Term”), the term of this Agreement ) and shall be automatically extended an additional renewed for a one-year so term on each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager, in the form of base management fees and incentive fees, or the amount thereof, is unfair to any of the Company Parties; provided that the term of Company shall not have the right to terminate this Agreement thereafter ends on under clause (ii) above if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of 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 contrary, procedure set forth below. The Company may elect not to renew this Agreement, or any extension thereof, may be terminated prior to Agreement upon the expiration of the term: (a) by the Company, (i) Initial Term or any Renewal Term upon sixty (60) at least 180 days’ prior written notice to the Manager (the “Termination Notice”). If the Company issues the Termination Notice, the Company shall be obligated to (i) specify the reason for nonrenewal in the Termination Notice (pursuant to either clause (i) or (ii) of the first sentence of this paragraph) and (ii) pay the Manager the Termination Fee on or before the last day of the Initial Term or Renewal Term (the “Effective Termination Date”); provided, however, that in the event that such terminationTermination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 60 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Termination for ConvenienceNotice of Proposal to Negotiate”)) of its intention to renegotiate its compensation under this Agreement. Upon receipt by the Company of a Notice of Proposal to Negotiate, the Company (iirepresented by the Independent Directors) for Cause, immediately upon written notice and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager given within sixty 60 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 60-day period, this Agreement shall terminate, such termination to be effective on the date that is the later of (60A) 10 days after following the end of such 60-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company Section 13(a) or a termination by the Manager pursuant to Section 18(b)14(b) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three times the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12i) the sum of average annual Base Management Fee and (ii) the applicable Treasury Rate plus 300 basis pointsaverage annual Incentive Fee, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay in each case earned by the Manager an amount in cash (during the “Performance Termination Fee”) equal 24-month period immediately preceding the most recently completed fiscal quarter prior to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Performance Termination FeeManager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, as applicable, whereupon this Agreement shall not affect other rights be renewed and obligations created under Sections 2, 14, 17, 18 extended and 19 this Agreement shall terminate effective on the anniversary date of this Agreement or otherwise between next following the delivery of such notice. The Company and shall not be required to pay the ManagerTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect until March 31, 2020 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so that term each anniversary date thereafter (a “Renewal Term”) for a maximum of three one-year terms, unless previously terminated as provided below. Following the term of Initial Term, this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated annually upon the affirmative vote of at least two-thirds of the Independent Directors based on a determination that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries taken as a whole or (ii) the compensation payable to the Manager is unfair to the Company and the Subsidiaries; provided that the Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the 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 (a) the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, (i) upon sixty (60) days’ 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 (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager (such terminationwithin 45 days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) 10 days after following the end of such 45-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) In recognition of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or Section 13(a) (including a termination by as a result of the Manager expiration of the third Renewal Term if no Internalization Transaction has occurred prior thereto pursuant to Section 18(b)17 of this Agreement) or Section 14(b) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to the sum greater of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30thi) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) three times the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay average annual Base Management Fee and Incentive Fee earned by the Manager an amount in cash (during the “Performance Termination Fee”) equal 24-month period prior to the sum such termination, calculated as of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination, or (ii) the Internalization Price (as defined in Section 17(e) below). Also, Any Termination Fee will be payable by the Operating Partnership in OP Units equal to the Termination Fee divided by the average of the daily market price of the Common Stock for the ten consecutive trading days immediately preceding the date of termination within 90 days after occurrence of the event requiring the payment of the Full Termination Fee. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement. (c) No later than 180 days prior to the expiration of the Initial Term or Renewal Term, the Performance Termination FeeManager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, as applicable, whereupon this Agreement shall not affect other rights be renewed and obligations created under Sections 2, 14, 17, 18 extended and 19 this Agreement shall terminate effective on the anniversary date of this Agreement or otherwise between next following the delivery of such notice. The Company and shall not be required to pay the ManagerTermination Fee to the Manager if the Manager terminates this Agreement pursuant to this Section 13(c).

Term Termination. (a) This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 for a period of each year after three (3) years from the effective date of this Agreement hereof (each, an the “Extension DateTerm”), and may be extended only by the term mutual written consent of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. parties. (b) Notwithstanding any other provision of this Agreement anything in Section 15(a) to the contrary, this Agreement, or any extension thereof, Agreement may be terminated prior to the expiration of the termas provided below: (a) by the Company, (i) Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other party breaches this Agreement and, if susceptible of cure, fails to cure such breach within such 30-day period. (ii) At anytime during the 90-day period immediately following each anniversary of the Effective Date, Bank shall have the right to terminate this Agreement upon 90 days prior written notice if Net Program Sales (as defined in Schedule 9(j)(B)) during the preceding Program Year do not exceed Fifteen Million Dollars ($15,000,000). (iii) Retailer shall have the right to terminate this Agreement on not less than one hundred and twenty (120) days prior written notice if Bank elects not to increase the Credit Review Point pursuant to Section 4(b); provided, that in each case, any such notice of termination is given not more than sixty (60) days after Bank first advises Retailer of such election; provided, further, that as of the first date on which the aggregate outstanding indebtedness for all Accounts exceeds the Credit Review Point then in effect, this Agreement shall automatically and immediately terminate unless the parties shall have mutually agreed in writing to continue the Program. (iv) Either party shall have the right to terminate this Agreement on not less than ten (10) days prior written notice if a material adverse change has occurred in the operations, financial condition (including insolvency), business or prospects of the other party hereto, which the other party has determined, in good faith, has had, or is reasonably likely to have, a material adverse effect on the ongoing operation or continued viability of the Program. In order to be effective, the notice of termination must be delivered within ninety (90) days after the terminating party makes such determination. (v) Bank shall have the right to immediately terminate this Agreement if Retailer undergoes a change of control. (vi) Bank shall have the right to immediately terminate this Agreement if (x) applicable laws, regulations or other authority regulating Bank’s rate or fee structure change in a manner that is adverse to Bank or are preempted, or (y) Bank determines that the Program does not qualify (or if Bank reasonably determines that there is a material risk that the Program will not qualify) as an “open-end” credit facility under Regulation Z, 12 C.F.R. 226.2(a)(20). (vii) This Agreement shall automatically terminate if either party is the subject of bankruptcy, reorganization or similar proceedings, elects to wind up or dissolve its operations, suspends its business, or has a liquidator, trustee or custodian appointed over its affairs. (viii) Bank shall have the right to terminate the Agreement upon ten (10) business days’ prior written notice to Retailer if Guarantor fails to satisfy each financial covenant set forth in Schedule 9(j)(A) as and to the extent required therein; provided, that if during such ten (10) business day period Retailer provides to Bank an Eligible Letter of Credit in an amount equal to the then-current Letter of Credit Amount (as defined in Schedule 9(j)(B)), then, as to the specific reporting period within which such default occurred, such default shall be deemed cured. Additional terms and conditions applicable to any Letter of Credit are set forth on Schedule 9(j)(B) attached hereto. (ix) Retailer shall have the right to terminate the Agreement upon ten (10) days’ prior written notice to Bank if Bank (i) raises its internal applicant risk cutoff score (“Radar Score”) above 500 (the Manager “Risk Threshold”) for thirty (30) or more consecutive days and (ii) Bank fails to lower such terminationRadar Score to 500 or less within ten (10) days’ after receipt of notice from Retailer. (x) Bank shall have the right to terminate the Agreement immediately upon prior written notice to Retailer if at any time the Guaranty for any reason ceases to be a valid, binding and enforceable obligation of Guarantor. (xi) Retailer shall have the right to terminate the Agreement as set forth below if Bank elects, pursuant to Section 5(c), to (I) increase the Retailer Fee Percentages set forth on Schedule 5(a) (in each case “New Pricing”) or (II) terminate one or more credit based promotions set forth on Schedule 5(a) (as may be amended from time to time as provided for herein) (a “Promotion Termination Event”); provided, that Retailer may not elect to terminate this Agreement under this Section 15(b)(xi) in the case of New Pricing unless such New Pricing would, assuming implementation of such New Pricing on the date such New Pricing is proposed (even if Bank’s notice of New Pricing indicates a later effective date), result in Increased Net Cost of Sales of at least (x) five percent (5%) with respect to the applicable Measurement Period (by way of example, if Retailer’s Net Cost of Sales was 400 basis points for Conveniencea given Measurement Period and the Net Cost of Sales that would have resulted if the New Pricing had been effectuated at the beginning of such Measurement Period is 421 basis points, then the five percent (5%) Increased Net Cost of Sales threshold would have been exceeded), or (y) fifteen percent (15%) since the Effective Date and; provided further, that such calculation shall exclude any cost of funds adjustments contemplated in Section 5(e). If the Increased Net Cost of Sales threshold has been exceeded, Retailer may only terminate this Agreement under this Section 15(b)(xi) after it has completed the “Competitive Pricing Procedures”. For purposes of this Section 15(b)(xi), “Competitive Pricing Procedures” means the following procedures, which shall be implemented if either (i) the Increased Net Cost of Sales threshold has been exceeded, or (ii) a Promotion Termination Event has occurred, and (iii) Retailer asserts that such New Pricing is materially non-competitive. In such case, Retailer will have sixty (60) days from the date of Bank’s notice to Retailer either setting forth the proposed New Pricing or establishing the existence of a Promotion Termination Event to obtain a bona fide written proposal from an issuer of private label credit programs (“Competing Offer”) and to submit such Competing Offer to Bank. If Retailer fails to submit a Competing Offer within such period, then Retailer’s option to terminate this Agreement as a result of such New Pricing or Promotion Termination Event, as the case may be, will expire. If Retailer presents Bank with a Competing Offer and Bank does not materially meet the Competing Offer, then over the sixty (60) day period following Bank’s receipt of the Competing Offer (the “Negotiation Period”), Retailer and Bank will use commercially reasonable efforts to negotiate mutually agreeable New Pricing or, in the case of a Promotion Termination Event, an acceptable replacement promotion(s). If Retailer and Bank are unable to agree on New Pricing or, in the case of a Promotion Termination Event, an acceptable replacement promotion(s), by the end of the Negotiation Period, then either party may, during the thirty (ii30) for Causedays immediately following the end of the Negotiation Period, immediately upon give a written notice of termination to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within other party. This Agreement will terminate sixty (60) days after any such termination notice. In each case, regardless of whether Retailer terminates this Agreement, the end New Pricing or, in the case of a Promotion Termination Event, the revised credit promotion offerings, shall become effective immediately upon Bank’s notice thereof to Retailer (unless Bank’s notice of New Pricing or the Promotion Termination Event, indicates a later date) and shall remain effective until the Final Liquidation Date or the date when Bank and Retailer agree on other pricing. Anything in this Section 15(b)(xi) to the contrary notwithstanding, Retailer acknowledges that Bank is considering eliminating its “Deferred Interest” credit promotion offerings set forth on Schedule 5(a) as of the calendar year giving rise to Effective Date and Retailer agrees that, in such Performance Reason (such terminationcase, so long as Bank replaces any terminated “Deferred Interest” credit promotion with an alternative credit promotion that includes a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company billed-and-waived” (or ninety (90similar) days if interest structure, that terminating the Company takes steps then existing “Deferred Interest” credit promotions shall not constitute a Promotion Termination Event or otherwise allow Retailer to cure any relevant default within thirty (30) days of written notice to implement the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerSection.

Term Termination. (a) This Agreement shall continue be in force and effect until December 31June 11, 20352027 (the “Initial Term”) and shall be automatically renewed for a successive two-year term each anniversary date thereafter (a “Renewal Term”) unless terminated by a party in accordance with this Section 12 or 13. (b) Subject to Section 13 below, andthe Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company pursuant to the following procedure. If the Company elects to terminate this Agreement without cause or 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 of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date, not less than 180 days from the date of the notice, on December 31 of each year after which the effective date of Manager shall cease to provide services under this Agreement (eachAgreement, an “Extension Date”), the term of and this Agreement shall be automatically extended an additional year so terminate on such date. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that the term of this Agreement thereafter ends on is terminated by the twentieth anniversary Company in accordance with the provisions of such Extension Date. Notwithstanding any other provision Section 12(b) of this Agreement to the contrary, this Agreement, or any extension thereofthe Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to three times the combined Base Management Fees plus the higher of (i) three times the Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, and (ii) the total amount of Incentive Fee that the Manager would have earned based on the total unrealized gain 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. (d) The Manager may be terminated terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice Initial Term or any Renewal Term. The Company is not required to pay to the Manager (such termination, a “the Termination for Convenience”), (ii) for Cause, immediately upon written notice to Fee if the Manager (such termination, a “Termination for Cause”terminates this Agreement pursuant to this Section 12(d), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or. (be) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager If this Agreement is terminated pursuant to Section 18(b12, such termination shall be without any further liability or obligation of any party to the others, except with respect to the obligations provided in Sections 1(f), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”this Section 12, 13(b), 13(c) equal to the sum and 14 of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingthis Agreement. In the event of a Termination for Performanceaddition, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining TermSections 10, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month 15 through 17, and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions 19 through 29 of this Section 18 Agreement shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with survive termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerAgreement.

Term Termination. This (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall continue be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in force and effect until December 31this Section 6. For purposes of this Section 6, 2035"Termination Date" shall mean the date on which any notice period required under this Section 6 expires or, andif no notice period is specified in this Section 6, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that termination referenced in the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; ornotice. (b) by the Manager, for Good Reason, The Company may terminate Executive's employment without Cause (as defined below) upon sixty (60) giving 30 days’ prior ' advance written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company)Executive. Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to If Executive's employment is terminated without Cause under this Section 18(b6(b), the Company Executive shall pay be entitled to receive (A) the Manager an amount in cash earned but unpaid portion of Executive's Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Full Termination FeeSeverance Period”) an amount equal to the sum of his (i) Basic Salary at the present values time of Monthly Future Fees payable for the Remaining TermTermination, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth plus (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, incentive or equity plans and programs of the applicable Treasury Rate plus 300 basis pointsCompany, which shall be paid or treated in accordance with monthly periods for discounting. In Section 3 hereof and otherwise in accordance with the event terms of a Termination for Performancesuch plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended, then the Company shall pay in good faith adjust the Manager an amount form or timing of such payments as it reasonably determines to be necessary or advisable to be in cash compliance with Section 409A. (the “Performance Termination Fee”c) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that The Company may terminate Executive's employment upon a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination determination by the Company pursuant 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 Section 18(a)(iiany one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (Termination For Causeii) intentional engagement in activities or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on conduct clearly injurious to the amount which may be paid by agreement best interests or reputation of the Company which in fact result in material and substantial injury to the Manager Company, including, but not limited to, knowing participation in connection any activity intended by Executive to result in misreporting the financial affairs of 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 transaction lawful written directive to Executive issued by the Chief Executive Officer or pursuant to which 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 assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement material terms and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 conditions of this Agreement or otherwise between 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 reasonably determined by the ManagerChief Executive Officer or 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 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; or (viii) Executive’s failure to relocate to the New York, New York area within twelve months of the Start Date, provided, however, in the event the Company enters into negotiations for a transaction which would result in a change in control (as that term is used in Section 3(c) hereof) prior to Executive’s relocation this Section 6(c)(viii) may not be utilized by the Company to terminate Executive’s employment until (i) if the negotiation results in a transaction, expiration of the Window Period; or (ii) if the negotiation does not result in a transaction, the later of (a) twelve months from the Start Date or (b) three months from the termination of negotiations.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of Xxxxxxx’x employment under this Agreement shall be automatically extended an additional year so that the term for one (1) year, beginning on October 01, 2007. This Agreement may be terminated by Pro-Pharmaceuticals upon 30 days written notice and by Xxxxxxx upon 30 days written notice. Upon termination of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, payments under this paragraph shall cease, provided, however, that Xxxxxxx shall be entitled to deferred payments, if any, for the contract (maximum three months salary) and performance bonuses that occurred during employment and for which Xxxxxxx has not yet been paid, unless Xxxxxxx is in violation of this Agreement. The compensation paid under this Agreement shall be Xxxxxxx’x exclusive remedy. The Employee acknowledges and agrees that his employment by the Company is on an “at will” basis, meaning that either the Company or the Employee may terminate the employment at any extension thereoftime, may be terminated prior to without or without cause. In the expiration event the employment of the termEmployee is terminated by the Company “without cause” the Employee shall be entitled to severance as follows: (a) by the Company, (i) upon sixty if termination occurs within six (606) days’ prior written notice to months after the Manager (such terminationEffective Date, a “Termination the Employee shall be paid Base Salary for Convenience”)one month; provided however, (ii) for Cause, immediately upon written notice to that the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to Company may terminate the Manager given employment of the Employee within sixty (60) days after the end Effective Date, with or without cause, and shall not be obligated to pay severance if termination occurs during such 60-day period; (ii) if termination occurs more than six (6) months after the Effective Date and before the first anniversary of the calendar year giving rise to such Performance Reason Effective Date, the Employee shall be paid Base Salary for three (such termination, a “Termination for Performance”), or (iv3) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; ormonths; (biii) by the Manager, Employee shall be reimbursed for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager all expenses pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager 6 incurred through the date of employment termination. Also; (vi) the Employee shall continue to have during such post-employment period two (2) months of benefits, payment of to the Full Termination Fee or extent permitted by law, to which he was entitled pursuant to Section 5 hereof while he was employed by the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerCompany.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Unless this Agreement (eachis otherwise terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect until June 12, 2010 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so term each anniversary date thereafter (a “Renewal Term”) unless two-thirds of the holders of the outstanding Common Partnership Units have determined by resolution that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company, any Subsidiary or any Additional Party, in which case this Agreement shall terminate as to such entity and not as to any other entity or (ii) the compensation payable to the Manager hereunder is unfair; provided that the term of Company, the Subsidiaries and the Additional Parties shall not have the right to terminate this Agreement thereafter ends on under this clause (ii) if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of Manager agrees to continue to provide the services under this Agreement at a fee that the Board of Directors determines to be fair pursuant to the contrary, procedure set forth below. The Partnership Agreement shall provide that the incentive allocation provisions thereof shall terminate to the same extent and at the same time as this Agreement, Agreement is terminated in accordance with the terms hereof. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any such one-year extension thereofterm for either of the reasons set forth above, may be terminated 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), and stating the reason therefor, 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 Manager shall cease to provide services under this Agreement on the last day of the term hereof and this Agreement shall terminate on such date (athe “Effective Termination Date”). In the event that such Termination Notice is given in connection with a determination under clause (ii) above, the Manager shall have the right to renegotiate such compensation by delivering to the Company, (i) upon sixty (60) days’ no fewer than 45 days prior to the 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 and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and the Board of Directors agree to the terms of the revised compensation to be payable to the Manager (such terminationwithin 45 days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty (60) days after hereunder shall be the end revised compensation then agreed upon by the parties to this Agreement. If the Company and the Manager are unable to agree to the terms of the calendar year giving rise revised compensation to be payable to the Manager during such Performance Reason (45 day period, this Agreement shall terminate, such termination, a “termination to be effective on the Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) In recognition of the level of the upfront effort required by the Manager to structure and acquire the portfolio for any CDO and the commitment of resources by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company Section 13(a) or a termination by the Manager pursuant to Section 18(b)15(b) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to the sum amount of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) four times the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In average annual Base Management Fee and the event of a Termination for Performance, the Company shall pay average annual Incentive Compensation earned by the Manager an amount in cash (under the “Performance Termination Fee”) equal to Partnership Agreement during the sum two 12-month periods immediately preceding the date of the present values such termination, calculated as of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee or shall survive the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 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 otherwise between Renewal Term, the Manager may deliver written notice to the Company and 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 without any further liability or obligation of either party to the others, except as provided in Section 9, Sxxxxxx 00, Xxxxxxx 00, Xxxxxxx 00(x) and Section 16 of this Agreement. (e) If this Agreement is terminated under circumstances under which the Company is obligated to pay a Termination Fee to the Manager pursuant to this Section 13, the Company shall repurchase, concurrently with such termination, all of the Special Units outstanding at the date of such termination for the amount specified in the Partnership Agreement. (f) If this Agreement is terminated under circumstances under which the Company is not obligated to pay a Termination Fee to the Manager pursuant to this Section 13, the Company shall have an option to repurchase all of the Special Units outstanding on the date of such termination for the amount specified in the Partnership Agreement.

Term Termination. This Agreement (a) Executive's employment pursuant hereto shall continue become effective on the Effective Date (as hereinafter defined) and shall remain in force effect, subject to renewal pursuant to subparagraph (b) of this Paragraph 2 and effect to earlier termination pursuant to subparagraph (c) of this Paragraph 2, until December 31, 20352023 the ("Initial Expiration Date"). The term of employment hereunder, andcommencing with the Effective Date and including any renewals or extensions hereof, on December 31 is hereinafter referred to as the "Employment Term." (b) Subject to the provisions of each year after the effective date subparagraph (c) of this Paragraph 2, this Agreement may be extended for additional periods of one year commencing on the Initial Expiration Date and on each anniversary of the Initial Expiration Date (each, each such anniversary date being referred to herein as an “"Extension Date”)") if the Board of Directors of both the Company and the Bank determines by resolution, after reviewing the term performance of the Executive, to extend this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement prior to the contrary, this Agreement, Initial Expiration Date and/or Extension Date and such extension is not objected to by Executive pursuant to written notice to the Company or any extension thereof, may be terminated the Bank prior to such anniversary. (c) In addition to the expiration of the termEmployment Term as provided above, subject to the provisions of Paragraph 2(1) hereof, this Agreement and Executive's employment by the Company and the Bank shall terminate on the Date of Termination (as hereinafter defined) as follows: (a) by the Company, (i) automatically upon Executive's death; (ii) at the option of the Company or the Bank if, as a result of Executive's incapacity due to physical or mental illness, he is unable to perform the duties of his employment hereunder for a period of sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) consecutive days after the end or an aggregate of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if in any one hundred eighty (180) day period (each such period being hereinafter referred to as a "Disability Period"); (iii) at the Company takes steps to cure any relevant default within thirty (30) days option of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or the Bank at any time for Cause. "Cause" shall mean (A) action by Executive involving personal dishonesty; incompetence; willful misconduct; breach of fiduciary duty involving personal profit; intentional failure to perform stated duties; willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or gross negligence which has or may reasonably be expected to have a material adverse effect on the financial condition or reputation of the Company or the Bank; (B) termination by the Manager of Executive pursuant to Section 18(b), the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company shall pay or the Manager an amount in cash Bank; (the “Full Termination Fee”C) equal to the sum conviction of Executive of the present values commission of Monthly Future Fees payable for the Remaining Termany criminal offense involving dishonesty or breach of trust; (D) any material breach by Executive of a term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth condition or covenant of this Agreement; or (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12E) the sum engagement by Executive in any activity constituting a material breach of Paragraph 9, 10 or 11 of this Agreement. The Company reserves the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal right to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate institute litigation against Executive to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable recover damages in the event of termination by that the Company pursuant to Section 18(a)(iior its Subsidiaries or Affiliates suffers damages as a result of the Executive engaging in any of the conduct specified in clauses (A) through (Termination For CauseE) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.2(c)(iii);

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be in effect until November 26, 2016 (the “Initial Term”) and shall be automatically extended an additional renewed for a one-year so term each anniversary date thereafter (a “Renewal Term”) unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of common stock (other than those shares held by members of the Company’s senior management team and affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided, that the term of Company shall not have the right to terminate this Agreement thereafter ends on under clause (ii) above if the twentieth anniversary of such Extension Date. Notwithstanding any other provision of 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 contrary, procedure set forth below. If the Company elects not to renew this Agreement, Agreement at the expiration of the Initial Term or any extension thereofRenewal Term as set forth above, may be terminated 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 (a) the “Effective Termination Date”), not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, (i) upon sixty (60) days’ 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 (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice under this Agreement. Provided that the Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager (such terminationwithin 45 days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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, (iii) for a Performance Reason, upon written notice except that the compensation payable to the Manager given within sixty hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) 10 days after following the end of such 45-day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination 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, for Good Reasonsubject to Section 15(a) of this Agreement, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In in the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)13(a) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to three times the sum average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of the present values such termination, calculated as of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate most recently completed fiscal quarter prior to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment The obligation of the Full Company to pay the Termination Fee shall survive the termination of this Agreement. Additionally, if this Agreement is terminated under circumstances in the Company is obligated to pay the Termination Fee to the Manager, under the Partnership Agreement, the Operating Partnership shall repurchase, concurrently with such termination, the Class A Special Unit for an amount equal to three times the average annual amount of the Incentive Distribution paid or payable in respect of the Performance Termination FeeClass A Special Unit during the 24-month period immediately preceding such termination, calculated as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of the end of the most recently completed fiscal quarter before the date of termination. (c) No later than 180 days prior to the anniversary date of this Agreement of any year during the Initial Term or otherwise between Renewal Term, the Manager may deliver written notice to the Company and 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 without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 10, 13(b), 15(b), and 16 of this Agreement. In addition, Sections 11 and 21 of this Agreement shall survive termination of this Agreement.

Term Termination. This Agreement shall continue (a) Unless terminated in force and effect until December 31accordance with Section 14 or Section 15, 2035, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be in effect until the date that is six (6) years after the date hereof (the “Original Term”). At the expiration of the Original Term and each Renewal Term (as defined below), this Agreement shall be deemed renewed automatically extended each year for an additional one-year so period (each, a “Renewal Term”) unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding Common Stock, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the term Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this Agreement under clause (ii) if the Manager agrees to continue to provide the services under this Agreement at a fee that a simple majority of the Independent Directors have reasonably determined to be fair. If the Company elects not to renew this Agreement at the expiration of the Original Term or any Renewal Term, 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 thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated not less than 60 days prior to the expiration of the then existing term: . If the Company so elects not to renew this Agreement, the Company shall designate the date (a) the “Effective Termination Date”), not less than 60 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date; provided, however, that in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (i45) upon sixty (60) days’ 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 and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to under this Agreement. Provided that the Manager and the Company agree to a revised Management Fee (such terminationor other compensation structure) within 45 days following the receipt of the Notice of Proposal to Negotiate, a “the Termination for Cause”)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 (iiior other compensation structure) for a Performance Reason, then agreed upon written notice by the parties to this Agreement. The Company and the Manager given within sixty agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 45 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (60A) ten (10) days after following the end of such 45 day period and (B) the calendar year giving rise to such Performance Reason (such termination, a “Effective Termination for Performance”), or (iv) by written notice at any time during Date originally set forth in the twelve (12)-month period immediately following the date a Manager Change of Control occurred; orTermination Notice. (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event that this Agreement is terminated in accordance with the provisions of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)13(a) of this Agreement, the Company shall pay to the Manager an amount in cash Manager, on the date on which such termination is effective, a termination fee (the “Full Termination Fee”) equal to (i) the sum amount of the present values Management Fee earned by the Manager during the period consisting of Monthly Future Fees payable for the Remaining Termtwelve (12) full, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth consecutive calendar months immediately preceding such termination and (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum amount of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In Income Incentive Fee and the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Capital Gains Incentive Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is as if the Company’s intended remedy assets were sold for a Performance Reasoncash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). No Full Termination Fee or Performance The obligation of the Company to pay the Termination Fee shall be payable in survive the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable Agreement. (c) No later than sixty (60) days prior to the expiration of the Original Term or any Renewal Term, the Manager under this Agreement as compensation for services and for expenses of or reimbursement due may deliver written notice to the Manager through the date of termination. Also, payment Company informing it of the Full Termination Fee or Manager’s intention not to renew the Performance Termination Feeterm, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the expiration 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 without any further liability or otherwise between obligation of either party to the Company other, except as provided in Section 13(b) and the ManagerSection 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.

Term Termination. (a) This Agreement shall continue be in force and effect until December 31[ ], 20352027 (the “Initial Term”) and shall be automatically renewed for a successive two-year term each anniversary date thereafter (a “Renewal Term”) unless terminated by a party in accordance with this Section 12 or 13. (b) Subject to Section 13 below, andthe Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company pursuant to the following procedure. If the Company elects to terminate this Agreement without cause or 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 of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date, not less than 180 days from the date of the notice, on December 31 of each year after which the effective date of Manager shall cease to provide services under this Agreement (eachAgreement, an “Extension Date”), the term of and this Agreement shall be automatically extended an additional year so terminate on such date. (c) In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that the term of this Agreement thereafter ends on is terminated by the twentieth anniversary Company in accordance with the provisions of such Extension Date. Notwithstanding any other provision Section 12(b) of this Agreement to the contrary, this Agreement, or any extension thereofthe Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to three times the combined Base Management Fees plus the higher of (i) three times the Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, and (ii) the total amount of Incentive Fee that the Manager would have earned based on the total unrealized gain 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. (d) The Manager may be terminated terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice Initial Term or any Renewal Term. The Company is not required to pay to the Manager (such termination, a “the Termination for Convenience”), (ii) for Cause, immediately upon written notice to Fee if the Manager (such termination, a “Termination for Cause”terminates this Agreement pursuant to this Section 12(d), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or. (be) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager If this Agreement is terminated pursuant to Section 18(b12, such termination shall be without any further liability or obligation of any party to the others, except with respect to the obligations provided in Sections 1(f), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”this Section 12, 13(b), 13(c) equal to the sum and 14 of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingthis Agreement. In the event of a Termination for Performanceaddition, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining TermSections 10, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month 15 through 17, and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions 19 through 29 of this Section 18 Agreement shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with survive termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerAgreement.

Term Termination. This (a) The Company shall employ the Employee, and the Employee accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall continue be extended automatically for additional twelve-month periods, unless terminated as described herein. Employee’s employment may be terminated at any time as provided in force and effect until December 31this Section 6. For purposes of this Section 6, 2035“Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, andif no notice period is specified in this Section 6, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that termination referenced in the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; ornotice. (b) by the Manager, for Good Reason, The Company may terminate Employee’s employment without Cause (as defined below) upon sixty (60) giving 30 days’ prior advance written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company)Employee. Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to If Employee’s employment is terminated without Cause under this Section 18(b6(b), the Company Employee shall pay be entitled to receive promptly following the Manager Termination Date (A) the earned but unpaid portion of Employee’s Basic Salary through the Termination Date; (B) any other amounts or benefits owing to Employee under the then applicable employee benefit, incentive, or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (C) over a period of 12 months, in one installment representing 50% of the total payable on the date which is six months and one day following the Termination Date and the remaining 50% paid in equal monthly installments over the following six months, an amount in cash (the “Full Termination Fee”) equal to the sum of (i) 100% of Employee’s annual Basic Salary at the present values time of Monthly Future Fees payable for termination, (ii) the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in Termination Bonus (as defined below); and (iii) the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present cash value of health, dental, vision, and life insurance benefits that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum would be paid on behalf of the applicable Treasury Rate plus 300 basis pointsEmployee by the Company if Employee were still employed during the twelve month period following the Termination Date (“Severance Period”); provided, with monthly periods for discounting. In however, that if the event Company determines that any amounts to be paid to Employee hereunder are subject to Section 409A of a Termination for Performancethe Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall pay in good faith adjust the Manager an amount form or timing of such payments as it reasonably determines to be necessary or advisable to be in cash compliance with Section 409A of the Code, including, if necessary, the imposition of a delay in the time of payment to a date that is at least six months and one day following the Termination Date or such other period following the Termination Date as is required by Section 409A. Collectively, the benefits described in items (A), (B), and (C) above, regardless of the provision giving rise to their award, are hereinafter referred to as the “Performance Severance Benefits.” Example of payments required to be made to Employee following a change in control in 2007, in the event he is terminated without Cause or he terminates for Good Reason. Following his Termination, Employee would receive the following cash payments; (i) Basic Salary to the Termination Fee”Date; (ii) the greater of the guaranteed Bonus for 2007 of no less than $105,000 (up to $210,000) or the Termination Bonus; (iii) one year of his annual Basic Salary; and (iv) a cash payment equal to the sum value of benefits that would have been provided during the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that Severance Period. As a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day condition precedent to receiving any benefits and/or payments after the end date of termination that month are not otherwise statutorily required, Employee shall provide the Company with a written general release that releases the Company and calculating for each Monthly Future Fee its affiliates from both known and unknown claims and in which Employee agrees not to disparage the present value of that fee by applying a discount rate to that fee equal to oneCompany or its affiliates and in which the Employee acknowledges his/her obligations under their Non-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis pointsCompetition, Confidentiality and Non-Solicitation Agreement with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee Such agreement shall be payable in form and substance reasonably acceptable to the event of termination Company. If such general release has not been executed and become irrevocably effective prior to the date on which any payment hereunder would otherwise be due, such payment shall not be made. (c) The Company may terminate Employee’s employment upon a determination by the Company pursuant that “Cause” exists for Employee’s termination and the Company serves written notice of such termination upon Employee. As used in this Agreement, the term Cause shall refer only to Section 18(a)(iiany one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (Termination For Causeii) intentional engagement in activities or Section 18(a)(iv) (following a Manager Change conduct clearly injurious to the best interests or reputation of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid Company, including, knowing participation in any activity intended by agreement Employee to result in misreporting the financial affairs of the Company or any other activities or conduct which in fact result in material and substantial injury to the Manager Company; (iii) refusal to perform assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities that would give the Employee Good Reason to terminate employment as described in connection Section 6(e)) after receipt by Employee of written notice and 30 days to cure; (iv) gross insubordination by Employee which shall consist only of a willful refusal to comply with a transaction pursuant lawful written directive to which Employee by the Chief Executive Officer; (v) the clear violation of any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement material terms and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 conditions of this Agreement or otherwise between any written agreement or agreements Employee may from time to time have with the Company (following 30 days’ written notice from the Company specifying the violation and Employee’s failure to cure such violation within such 30 day period); (vi) Employee’s substantial dependence, as reasonably determined by the ManagerChief Executive Officer or the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance that materially and substantially prevents Employee from performing his/her duties hereunder; or (vii) the final and unappealable conviction of Employee of a crime that is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with Employee’s employment by the Company which causes the Company a substantial detriment.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035203 , and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month 12) month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

Term Termination. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 (a) Unless extended by the mutual written agreement of each year after the effective date of this Agreement (each, an “Extension Date”)parties or sooner terminated as provided herein, the term of this Agreement Executive’s employment hereunder (the “Employment Period”) shall commence on the date hereof and shall terminate on December 31, 2006. It shall be automatically extended an additional for successive two (2) year so that terms upon written notice from the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement CBOT to the contrary, this Agreement, or any extension thereof, may be terminated Executive not later than six (6) months prior to the expiration of the term:initial or any successive term of the Agreement. If the term of this Agreement is extended beyond December 31, 2006, Executive’s Base Salary shall be $1,200,000.00 and Executive’s minimum Performance Bonus shall be $500,000.00 per year for each successive year or such other sum as the CBOT and Executive may agree to in writing. (ab) by the Company, The Employment Period and Executive’s right to any Base Salary and Performance Bonus shall be terminated as follows: (i) upon sixty the death of Executive; (60ii) upon the Permanent Disability (hereinafter defined) of Executive; (iii) upon ten (10) days’ prior written notice by the CBOT to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or Executive; (iv) by written notice at any time during the twelve upon ten (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (6010) days’ prior written notice by Executive to the Company CBOT; and (or ninety v) upon the expiration of the term of Executive’s employment hereunder as provided in subsection (90a) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such terminationthis Section 4. In the event the Employment Period is terminated because of a the death or Permanent Disability of Executive, Executive (or his estate) shall be paid, within ten (10) days after his death or the determination of Permanent Disability, the Termination for Convenience Amount, as defined below. In the event the Employment Period is terminated by the Company CBOT, Executive shall be paid the Termination Amount. In the event the Employment Period is voluntarily terminated either by Executive or a termination by because of the Manager pursuant to Section 18(b)expiration of the term, the Company Executive shall pay the Manager be paid an amount in cash (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth third (1/121/3) the sum of the applicable Treasury Rate plus 300 basis pointsTermination Amount, with monthly periods such payment to be made within ten (10) days of the termination. Notwithstanding any other provisions of this Agreement and for discountingthe avoidance of doubt, the CBOT agrees that it will not terminate Executive’s employment without giving him the notice required above and further agrees that no such notice will be effective until the Termination Amount has been paid to Executive. In The “Termination Amount” is the event amount of Base Salary and minimum Performance Bonus that would have been paid to Executive had he remained employed by the CBOT under this Agreement for eighteen (18) months after the date that Executive’s employment with the CBOT is terminated. Any calculation of the Termination Amount shall include the upward adjustments in Base Salary and minimum Performance Bonus provided for in this Agreement. If the eighteen (18) month period to be used to calculate the Termination Amount shall extend beyond the point when the Employment Period would otherwise have been terminated because of the failure of the parties to extend the Employment Period when it was due to expire, the parties shall nonetheless be deemed to have extended the Employment Period (without a reduction in the Base Salary or minimum Performance Bonus) for as many additional months as are necessary to complete the calculation. (c) For purposes of this Agreement, a “Permanent Disability” shall be deemed to have occurred upon the first to occur of the following events: (i) if Executive, as a result of a Termination mental or physical condition, injury, sickness or incapacity, has become incapable of satisfactorily (as determined by the Board) discharging the essential functions of Executive’s duties for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months consecutive days during any period of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty twelve (12012) months in the Remaining Term on the thirtieth consecutive months; or (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum adjudication of the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingsuch Executive as an incompetent or disabled person by a court of competent jurisdiction. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in In the event of termination any dispute regarding the existence of Executive’s Permanent Disability hereunder, the matter will be resolved by the Company determination of a majority of three physicians qualified to practice medicine in Illinois, one to be selected by each of Executive and the CBOT, and the third to be selected by the two designated physicians. For this purpose, Executive will submit to appropriate medical examinations by the doctors making the determination of Permanent Disability under this Section 4(c), and Executive hereby authorizes the disclosure and release to the CBOT of such determination and all supporting medical records, which the CBOT will hold in the strictest confidence. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this Section 4(c), for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure, required under this Section 4(c). (d) Except as provided in Section 4(b), Executive’s Base Salary, Performance Bonus and accrual of, or participation in plans providing for any other benefits under this Agreement, will cease at the effective date of the termination of the Employment Period, and Executive will be entitled to accrued benefits pursuant to Section 18(a)(ii) (Termination For Cause) such plans only as provided in such plans or Section 18(a)(iv) (following a Manager Change as required by law. Executive will be entitled to receive, as of Control). The provisions the effective date of this Section 18 shall not apply as a limitation the termination, payment for any vacation, holiday, sick leave, or other leave unused on the amount which may be paid by agreement of date the Company and the Manager Employment Period is terminated in connection accordance with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Managerestablished CBOT policies.

Term Termination. This (a) Unless this Agreement is terminated in accordance with its terms, this Agreement shall continue be in force and effect until December 31, 2035, and, on December 31 of each year after 2016 (the effective date of this Agreement (each, an “Extension DateInitial Term”), the term of this Agreement ) and shall be automatically extended an additional renewed for a two-year so that the term of this ending each second anniversary date thereafter (a “Renewal Term”). This Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to at any time for any reason (or for no reason) in the expiration sole discretion of the term: (a) by Company upon the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end vote of two-thirds of the calendar year giving rise to such Performance Reason (such termination, Independent Directors or the holders of a “Termination for Performance”), or (iv) by written notice majority of the outstanding shares of Common Stock at any time during the twelve Initial Term or any Renewal Term. If an election is made to terminate this Agreement as set forth above, the Company shall deliver to the Manager prior written notice of the Company’s intention to terminate this Agreement not less than three hundred and sixty five (12)-month period immediately following 365) days prior to the date a designated by the Company on which the Manager Change of Control occurred; orshall cease to provide services under this Agreement and this Agreement shall terminate on such date. (b) The Manager may terminate this Agreement at any time for any reason (or for no reason) by the Manager, for Good Reason, upon sixty (60) days’ providing prior written notice of the Manager’s intention to terminate this Agreement not less than 365 days prior to the Company (date designated by the Manager on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date or ninety (90) days if such earlier date as may be specified by the Company takes steps to cure any relevant default within thirty in its sole discretion. (30c) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by Sale of the Manager pursuant to Section 18(b), without the Company shall pay the Manager an amount in cash (the “Full Termination Fee”) equal to the sum prior written consent of the present values Independent Directors, this Agreement shall terminate automatically effective as of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth date of such sale. (30thd) day after If this Agreement expires at the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate its term or is terminated pursuant to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis pointsthis Section 13, with monthly periods for discounting. In the event of a Termination for Performance, the Company neither party shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal have any further liability or obligation to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming other after such expiration or termination; provided that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee no expiration or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with earlier termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to shall relieve a party for responsibility for any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 breach of this Agreement prior to such expiration or otherwise between termination; and provided further that Sections 3(c), 6, 8(c), 8(f), 9, 10, and 16 of this Agreement shall survive the Company expiration or earlier termination of this Agreement in accordance with their terms. In addition, Sections 11 and 21 of this Agreement shall survive the Managerexpiration or earlier termination of this Agreement.

Term Termination. This Except as otherwise provided in this Agreement, this Agreement shall continue remain in full force and effect until December 31, 2035, and, for the Initial Term commencing on December 31 of each the Effective Date and shall be automatically renewed for successive 1-year after the effective date of this Agreement periods (each, an “Extension Date”), a "Renewal Term") thereafter unless written notice of termination is given by one of the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated parties hereto not less than ninety (90) days prior to the expiration of the term: Initial Term or any Renewal Term. If this Agreement is cancelled by DAVEL for any reason not specified in Section 11 prior to the expiration of the Initial Term, for any Covered Telephone, DAVEL will pay COMPANY an amount equal to for each Covered Telephone so terminated times a multiple (a) by the Company, (i) upon numerator of which is sixty (60) days’ prior written notice to minus the Manager (such terminationnumber of Service Months for which a Management Fee was collected, a “Termination and for Convenience”), (ii) for Cause, immediately upon written notice to which the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within denominator is sixty (60) days after (the end "Un-Amortized Set Up Fee). The Un-Amortized Set Up Fee for each Covered Telephone terminated in accordance with the foregoing sentence shall be invoiced by COMPANY quarterly. If this Agreement is cancelled by COMPANY for any reason not specified in Sections 11 or 12(b) prior to the expiration of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the ManagerInitial Term, for Good Reasonany region or in whole, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b), the Company shall COMPANY will pay the Manager DAVEL an amount in cash (the “Full Termination Fee”) equal to the sum of (the present values of Monthly Future Fees payable for "Termination Fee") (i) the Remaining Term, determined by assuming that a Monthly Future Un-Amortized Set Up Fee is payable for each month in Covered Telephone serviced under the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination terms of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment termination and (ii) the product of the Full Termination Monthly Fee or for the Performance Termination Fee, as applicable, shall not affect other rights Service Month immediately preceding the date of termination and obligations created under Sections 2, 14, 17, 18 and 19 of 3. If COMPANY cancels this Agreement for any reason not specified in Sections 11 or otherwise between 12(b), COMPANY will, for four (4) months, reasonably assist DAVEL in the Company and transition of the Managerservices contemplated by this Agreement.

Term Termination. This (a) The term of this Agreement shall commence on the Closing Date and this Agreement shall continue in force and effect until December 31the third anniversary of the Closing Date (such three-year period, 2035the "Initial Term"). Thereafter, and, on December 31 of each year after the effective date of until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be deemed renewed automatically extended each year for an additional one-year so period unless (i) a majority consisting of at least two-thirds of the Independent Directors or a simple majority of the holders of outstanding shares of Common Stock of the REIT, agree that there has been unsatisfactory performance that is materially detrimental to the Company or (ii) a simple majority of the Independent Directors agree that the Management Fee payable to the Manager is unfair; provided, that the Company shall not have the right to terminate this 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 Initial Term or any extended term as set forth above, the REIT shall deliver to the Manager prior written notice (the "Termination Notice") of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 13(a) of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated not less than 60 days prior to the expiration of the then existing term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to . If the Company (or ninety (90) days if the Company takes steps so elects 17 18 not to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)renew this Agreement, the Company shall pay designate the date (the "Effective Termination Date"), not less than 60 days from the date of the notice, on which the Manager an amount in cash (the “Full Termination Fee”) equal shall cease to the sum of the present values of Monthly Future Fees payable for the Remaining Termprovide services under this Agreement and this Agreement shall terminate on such date; provided, determined by assuming however, that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate the Management Fee by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a "Notice of termination by the Company pursuant Proposal to Section 18(a)(iiNegotiate") (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control)its intention to renegotiate its compensation under this Agreement. The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of Thereupon, the Company and the Manager shall endeavor to negotiate in connection with a transaction pursuant to which any assets or going business values of good faith the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise revised compensation payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to Agreement. Provided that the Manager through and the date of termination. Also, payment Company agree to a revised Management Fee (or other compensation structure) within 45 days following the receipt of the Full Notice of Proposal to Negotiate, the Termination Fee or the Performance Termination Fee, as applicable, Notice shall not affect other rights be deemed of no force and obligations created under Sections 2, 14, 17, 18 effect and 19 of 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 otherwise between other compensation structure) then agreed upon by the parties to this Agreement. The REIT and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee during such 30 day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such 30 day period and (B) the Effective Termination Date originally set forth in the Termination Notice. (b) In the event that this Agreement is terminated in accordance with the provisions of Section 13(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the "Termination Fee") equal to the amount of 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 60 days prior to the third or any subsequent anniversary of the Closing Date, the Manager may deliver written notice to the REIT informing it of the Manager's intention not to renew the Term, whereupon the Term of this Agreement shall 18 19 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. This Agreement shall continue in force and effect until December 31, 2035, and, on December 31 of each year after the effective date of (a) Until this Agreement (eachis terminated in accordance with its terms, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that in effect until the term of this Agreement thereafter ends on the twentieth fifth anniversary of such Extension the “Effective Date. Notwithstanding any other provision of this Agreement to ” (the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for ConvenienceInitial Term”), provided, however, that this Agreement will be automatically terminated if the Closing has not occurred by September 30, 2013. (iib) The Agreement shall be automatically renewed for Cause, immediately upon written notice to the Manager an additional five-year term (such termination, a “Termination for CauseRenewal Term”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after at the end of the calendar year giving rise to such Performance Reason Initial Term or any Renewal Term unless the Company elects, (such termination, solely during a “Termination for Performance”Renewal Term), to terminate the Agreement in its sole discretion and for any or (iv) by written notice at any time during no reason. For the twelve (12)-month period immediately following the date a Manager Change avoidance of Control occurred; or (b) by the Managerdoubt, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company). Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience this Agreement may not be terminated by the Company or a termination during the Initial Term except for Cause. (c) If an election is made to terminate this Agreement as set forth above, the Company shall deliver to the Manager written notice of the Company’s intention to terminate this Agreement not less than one hundred eighty (180) days prior to the date designated by the Company on which the Manager pursuant shall cease to Section 18(b)provide services under this Agreement and this Agreement shall terminate on such date. (d) If an election is made to terminate this Agreement during any Renewal Term without Cause, the Company shall pay the Manager an amount in cash two times the average of the total annual compensation paid to the Manager for the previous two years (the “Full Termination Fee”). (e) equal The Manager may terminate this Agreement by providing prior written notice of the Manager’s intention to terminate this Agreement not less than one hundred eighty (180) days prior to the sum date designated by the Manager on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date. (f) If this Agreement is terminated pursuant to this Section 11, such termination shall be without any further liability or obligation of either party to the present values other, except as provided in Sections 5, 8, 9, and 14 of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discountingthis Agreement. In the event of a Termination for Performanceaddition, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions Sections 10 of this Section 18 Agreement shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with survive termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the ManagerAgreement.

Term Termination. This Agreement (a) Executive's employment pursuant hereto shall continue in force and effect until December 31, 2035, and, commence on December 31 of each year after the effective date of this Agreement (eachthe "Employment Date") and shall remain in effect, an “subject to renewal pursuant to subparagraph (b) of this paragraph 2 and to earlier termination pursuant to subparagraph (c) of this paragraph 2, until August 15, 1999 (the "Initial Expiration Date"). The term of employment hereunder, commencing with the Employment Date and including any renewals or extensions hereof, is hereinafter referred to as the "Employment Term." (b) Unless written notice of termination is given by either party hereto to the other party not less than sixty (60) days prior to the Initial Expiration Date or any Extension Date”Date (as hereinafter defined), subject to the term provisions of subparagraph (c) of this paragraph 2, this Agreement shall be automatically extended an for additional periods of one year so that the term of this Agreement thereafter ends commencing on the twentieth Initial Expiration Date and on each anniversary of the Initial Expiration Date (each such anniversary date being referred to herein as an "Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior "). (c) In addition to the expiration of the termEmployment Term as hereinabove provided, this Agreement and Executive's employment by the Company shall terminate on the Date of Termination (as hereinafter defined) as follows: (a) by the Company, (i) automatically upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), Executive's death; (ii) for Causeat the Company's option if, immediately upon written notice as a result of Executive's incapacity due to physical or mental illness, he is unable to perform the Manager (such termination, a “Termination for Cause”), (iii) duties of his employment hereunder for a Performance Reason, upon written notice to the Manager given within continuous period of sixty (60) days after the end or an aggregate of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice to the Company (or ninety (90) days if the Company takes steps in any one hundred eighty (180) day period (each such period being hereinafter referred to cure any relevant default within thirty as a "Disability Period"); (30iii) days of written notice to at the Company)'s option at any time for Cause. Any notice of termination "Cause" shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant be defined to Section 18(b), the Company shall pay the Manager an amount in cash mean (the “Full Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12A) the sum commission by Executive of the applicable Treasury Rate plus 300 basis pointsany felony, with monthly periods for discounting. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12B) the sum commission by Executive of any crime involving dishonesty, (C) the applicable Treasury Rate plus 300 basis pointsengagement by Executive in any act of fraud, with monthly periods for discounting. It is expressly understood and agreed that misappropriation or misfeasance, (D) the engagement by Executive in any activity constituting a Termination for Performance and payment material breach of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee paragraphs 9, 10 or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 11 of this Agreement or otherwise between other material breach by Executive of any provision of this Agreement, (E) Executive's failure to carry out the reasonable written directives of the Board or Chief Operating Officer (consistent with the provisions of this Agreement) or his repeated non- attentiveness to or repeated failure to carry out his duties under this Agreement, (F) the engagement by Executive in any transaction with the Company involving a conflict of interest or self-dealing, without the prior written consent of the Board, or (H) the engagement by Executive in conduct materially adverse to the interests of the Company or which brings discredit to the Company and materially adversely affects the Manager.Company;

Term Termination. This (a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall continue be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive's employment may be terminated at any time as provided in force and effect until December 31this Section 6. For purposes of this Section 6, 2035“Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, andif no notice period is specified in this Section 6, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”), the term of this Agreement shall be automatically extended an additional year so that termination referenced in the term of this Agreement thereafter ends on the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term: (a) by the Company, (i) upon sixty (60) days’ prior written notice to the Manager (such termination, a “Termination for Convenience”), (ii) for Cause, immediately upon written notice to the Manager (such termination, a “Termination for Cause”), (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month period immediately following the date a Manager Change of Control occurred; ornotice. (b) by the Manager, for Good Reason, The Company may terminate Executive’s employment without Cause (as defined below) upon sixty (60) giving 30 days’ prior advance written notice to the Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice to the Company)Executive. Any notice of termination shall include the reason for such termination. In the event of a Termination for Convenience by the Company or a termination by the Manager pursuant to If Executive’s employment is terminated without Cause under this Section 18(b6(b), the Company Executive shall pay be entitled to receive (A) the Manager an amount in cash earned but unpaid portion of Executive's Basic Salary and pro rata portion of Executive’s bonus, if any, through the Termination Date; (B) over a period of twelve (12) months following such Termination Date (the “Full Termination FeeSeverance Period”) an amount equal to the sum of his (i) Basic Salary at the present values time of Monthly Future Fees payable for the Remaining TermTermination, determined by assuming that a Monthly Future Fee is payable for each month in the Remaining Term on the thirtieth plus (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12ii) the sum 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 applicable Treasury Rate plus 300 basis pointsCompany, which shall be paid or treated in accordance with monthly periods for discounting. In Section 3 hereof and otherwise in accordance with the event terms of a Termination for Performancesuch plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended, then the Company shall pay in good faith adjust the Manager an amount form or timing of such payments as it reasonably determines to be necessary or advisable to be in cash compliance with Section 409A. (the “Performance Termination Fee”c) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming that The Company may terminate Executive’s employment upon a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason. No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination determination by the Company pursuant 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 Section 18(a)(iiany one or more of the following grounds: (i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company; (Termination For Causeii) intentional engagement in activities or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply as a limitation on conduct clearly injurious to the amount which may be paid by agreement best interests or reputation of the Company which in fact result in material and substantial injury to the Manager 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 connection 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 transaction lawful written directive to Executive issued pursuant to which 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 assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement material terms and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 conditions of this Agreement or otherwise between 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 reasonably determined by the ManagerBoard 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. This (a) Unless this Agreement is terminated in accordance with its terms, this Agreement shall continue be in force and effect until December 31, 20352019 (the “Initial Term”) and shall be automatically renewed for a two-year term ending each second anniversary date thereafter (a “Renewal Term”). (b) This Agreement may be terminated at any time for any reason (or for no reason) in the sole discretion of the Company upon the vote of two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of Common Stock at any time during the Initial Term or any Renewal Term. If an election is made to terminate this Agreement as set forth above, and, on December 31 the Company shall deliver to the Manager prior written notice of each year after the effective date of Company’s intention to terminate this Agreement (each, an the “Extension Termination Notice”) not less than 365 days prior to the date designated by the Company on which the Manager shall cease to provide services under this Agreement and this Agreement shall terminate on such date (“Termination Date”). During the period between the Company’s delivery of the Termination Notice and the Termination Date, the term of Manager shall continue to perform its duties and obligations as Manager under this Agreement shall be automatically extended and provide cooperation to the Company to execute an additional year so that orderly transition of the term management of the Company’s assets to a new manager. (c) If the Company makes an election to terminate this Agreement thereafter ends on pursuant to Section 13(b), in lieu of the twentieth anniversary of such Extension Date. Notwithstanding any other provision of this Agreement to Company providing the contrary, this Agreement, or any extension thereof, may be terminated Termination Notice not less than 365 days prior to the expiration Termination Date in accordance with the terms of Section 13(b), either the termCompany or the Manager, in each case in its sole discretion, may elect to accelerate the Termination Date as follows: (ai) the Termination Date may be accelerated (A) by the Company, to a date that is between seven and 90 days after the Company delivers the Termination Notice to the Manager or (iB) upon sixty (60) days’ prior written notice if the Company does not elect to accelerate the Termination Date, then by the Manager, to the date that is 90 days after the date that the Company delivers the Termination Notice to the Manager (such terminationthe date described in clause (A) or (B) in this Section 13(c)(i), a as applicable, the “Accelerated Termination for ConvenienceDate”), ; (ii) for Causeduring the period between the Company’s delivery of the Termination Notice and the Accelerated Termination Date, immediately upon written notice the Manager shall continue to perform its duties and obligations as Manager under this Agreement and provide cooperation to the Manager (such termination, Company to execute an orderly transition of the management of the Company’s assets to a “Termination for Cause”), new manager; (iii) for a Performance Reason, upon written notice to the Manager given within sixty (60) days after the end of the calendar year giving rise to such Performance Reason (such terminationextent practicable, a “Termination for Performance”), or (iv) by written notice at any time during the twelve (12)-month 60-day period immediately following the date a Accelerated Termination Date, the Manager Change of Control occurred; or (b) by the Manager, for Good Reason, upon sixty (60) days’ prior written notice shall continue to provide cooperation to the Company (or ninety (90) days if and its new manager to execute an orderly transition of the management of the Company takes steps to cure such new manager; and (iv) in addition to any relevant default within thirty (30) days of written notice amounts accrued for the period prior to the Company). Any notice of termination shall include the reason for such termination. In the event of a Accelerated Termination for Convenience by the Company or a termination by the Manager pursuant to Section 18(b)Date, the Company shall pay the Manager an acceleration fee in an amount in cash equal to the average annual Management Fee earned by the Manager during the 24-month period immediately preceding such Accelerated Termination Date multiplied by the Fee Fraction (as defined below), calculated as of the end of the most recently completed fiscal quarter prior to the Accelerated Termination Date (the “Full Termination Acceleration Fee”) ). The “Fee Fraction” shall be equal to the sum fraction represented by a numerator of 365 minus the number of days from the date of the present values Termination Notice to the Accelerated Termination Date, and a denominator of Monthly Future Fees payable for 365. If the Remaining TermCompany elects to accelerate the Termination Date pursuant to this Section 13(c), determined by assuming that a Monthly Future Fee is payable for each month such election and the applicable Accelerated Termination Date shall be provided in writing to the Manager in the Remaining Term on Termination Notice delivered in accordance with Section 13(b). If the thirtieth (30th) day after Manager elects to accelerate the end of that month and calculating for each Monthly Future Fee Termination Date pursuant to this Section 13(c), such election shall be provided in writing to the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum Company within five business days of the applicable Treasury Rate plus 300 basis pointsManager’s receipt of the Termination Notice. The obligation of the Manager to provide cooperation in accordance with Section 13(c)(iii) and of the Company to pay the Acceleration Fee, with monthly periods for discountingin each case if applicable, shall survive the termination of this Agreement. In the event of a Termination for Performance, the Company shall pay the Manager an amount in cash (the “Performance Termination Fee”) equal to the sum of the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term, determined by assuming termination that a Monthly Future Fee is payable for each of the first one hundred twenty (120) months in the Remaining Term on the thirtieth (30th) day after the end of that month and calculating for each Monthly Future Fee the present value of that fee by applying a discount rate to that fee equal to one-twelfth (1/12) the sum of the applicable Treasury Rate plus 300 basis points, with monthly periods for discounting. It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is triggers the Company’s intended remedy for a Performance Reason. No Full Termination obligation to pay the Acceleration Fee or Performance Termination Fee to the Manager, such fee shall be payable in paid within 90 days following the event Accelerated Termination Date. (d) The Manager may terminate this Agreement at any time for any reason (or for no reason) by providing prior written notice of termination the Manager’s intention to terminate this Agreement not less than 365 days prior to the date designated by the Company pursuant Manager on which the Manager shall cease to Section 18(a)(ii) (Termination For Cause) provide services under this Agreement and this Agreement shall terminate on such date or Section 18(a)(iv) (following a Manager Change of Control). The provisions of this Section 18 shall not apply such earlier date as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired specified by the Company in association with its sole discretion. (e) In the event of a Sale of the Manager without the prior written consent of the Independent Directors, this Agreement may be terminated by the Company within 45 days of the Manager providing notice of such sale, which notice shall be delivered as promptly as practicable after such sale. (f) If this Agreement expires at the end of its term or is terminated pursuant to this Section 13, neither party shall have any further liability or obligation to the other after such expiration or termination; provided, however, that (i) no expiration or earlier termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition to shall relieve a party for responsibility for any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination. Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 breach of this Agreement prior to such expiration or otherwise between termination; and (ii) this Section 13 and Sections 3(c), 6, 8(c), 8(f), 9, 10, 11, 16 and 21 of this Agreement shall survive the Company and expiration or earlier termination of this Agreement, subject to the Managerrespective limitations set forth in each such Section (if any).