Termination for convenience

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(c) Termination for Convenience. The Investment Advisor may terminate this Agreement for any reason provided that (i) the Investment Advisor shall be required to provide BNY Mellon least sixty (60) days’ notice of the effective date of such termination (the “Termination for Convenience Date”), (ii) on the Termination for Convenience Date, the Investment Advisor shall pay BNY Mellon its compensation due through the Termination for Convenience Date and shall reimburse BNY Mellon for its reasonable costs, expenses and disbursements incurred through the Termination for Convenience Date; provided, however, that if the Investment Advisor provides less than sixty (60) days’ notice of the Termination for Convenience Date, then on the Termination for Convenience Date the Investment Advisor shall pay BNY Mellon its compensation due through the date occurring sixty (60) days after the date of delivery of such lesser notice (based upon the average compensation previously earned by BNY Mellon under this Agreement for the two (2) calendar months most recently preceding the delivery date of such notice) and shall reimburse BNY Mellon for its reasonable costs, expenses and disbursements incurred through the Termination for Convenience Date, and (iii) notwithstanding the foregoing, if the end of the Term (as defined in paragraph (a) of this Section 10) is to occur less than sixty (60) days from the date of notice of termination, the Investment Advisor shall provide such lesser notice as may be reasonably practicable, and on the Termination for Convenience Date the Investment Advisor shall pay BNY Mellon its compensation due through the Termination for Convenience Date and shall reimburse BNY Mellon for its reasonable costs, expenses and disbursements incurred through the Termination for Convenience Date.

(c) Termination for Convenience. Any Fund may terminate this Agreement with respect to such Fund or its Portfolio(s) for any reason provided that (i) the applicable Fund shall be required to provide the Fund Accounting Agent at least sixty (60) days’ notice of the effective date of such termination (the “Termination for Convenience Date”); (ii) on the Termination for Convenience Date, the applicable Fund shall pay the Fund Accounting Agent its compensation due through the Termination for Convenience Date and shall reimburse Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; provided, however, that if the applicable Fund provides less than sixty (60) days’ notice of the Termination for Convenience Date, then on the Termination for Convenience Date the Fund shall pay the Fund Accounting Agent its compensation due through the date occurring sixty (60) days after the date of delivery of such lesser notice (based upon the average compensation previously earned by Fund Accounting Agent with respect to such Fund or Portfolio for the two (2) calendar months most recently preceding the delivery date of such notice) and shall reimburse the Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; and (iii) notwithstanding the foregoing, if the end of the Term (as defined in paragraph (a) of this Section 9) is to occur less than sixty (60) days from the date of notice of termination, the applicable Fund shall provide such lesser notice as may be reasonably practicable, and on the Termination for Convenience Date the applicable Fund shall pay the Fund Accounting Agent its

Termination for Convenience. Any Trust may terminate this Agreement with respect to such Trust or its Portfolio(s) for any reason provided that (i) the Trust shall be required to provide the Transfer Agent at least sixty (60) days’ notice of the effective date of such termination (the “Termination for Convenience Date”); (ii) on the Termination for Convenience Date, the applicable Trust shall pay the Transfer Agent its compensation due through the Termination for Convenience Date and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements incurred through the Termination for Convenience Date that are invoiced and itemized; provided, however, that if the applicable Trust provides less than sixty (60) days’ notice of the Termination for Convenience Date, then on

(c) Termination for Convenience. Any Fund may terminate this Agreement with respect to such Fund or its Portfolio(s) for any reason provided that (i) the applicable Fund shall be required to provide the Fund Accounting Agent at least sixty (60) days’ notice of the effective date of such termination (the “Termination for Convenience Date”); (ii) on the Termination for Convenience Date, the applicable Fund shall pay the Fund Accounting Agent its compensation due through the Termination for Convenience Date and shall reimburse Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; provided, however, that if the applicable Fund provides less than sixty (60) days’ notice of the Termination for Convenience Date, then on the Termination for Convenience Date the Fund shall pay the Fund Accounting Agent its compensation due

through the date occurring sixty (60) days after the date of delivery of such lesser notice (based upon the average compensation previously earned by Fund Accounting Agent with respect to such Fund or Portfolio for the two (2) calendar months most recently preceding the delivery date of such notice) and shall reimburse the Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date; and (iii) notwithstanding the foregoing, if the end of the Term (as defined in paragraph (a) of this Section 9) is to occur less than sixty (60) days from the date of notice of termination, the applicable Fund shall provide such lesser notice as may be reasonably practicable, and on the Termination for Convenience Date the applicable Fund shall pay the Fund Accounting Agent its compensation due through the Termination for Convenience Date and shall reimburse Fund Accounting Agent for its reasonable out-of-pocket costs, expenses and disbursements incurred through the Termination for Convenience Date.

Cleveland Clinic further may terminate the Agreement, any Purchase Order or any portion of any Purchase Order for convenience upon ninety (90) days’ prior written notice to Company (“Termination for Convenience”). In connection with any Termination for Convenience, Cleveland Clinic will reimburse Company for the actual cost reasonably incurred for work in process up to the time of cancellation, as well as any non-cancellable contract of Company, or non-cancellable purchase order to a third party, entered into for the benefit of Cleveland Clinic.

Driftwood LNG may, upon a 30-day written notice to Bechtel, suspend the work under the Phase 4 EPC agreement. In the event of such suspension for a period exceeding 90 consecutive days or 120 aggregate days, other than any suspension due to an event of force majeure or the fault or negligence of Bechtel or its subcontractors, Bechtel would be permitted to terminate the Phase 4 EPC agreement subject to giving 14 days’ notice. In the event of such a termination, Bechtel would be entitled to the compensation described above in relation to termination for convenience. If Driftwood LNG suspends work under the Phase 4 EPC agreement, Bechtel may be entitled to a change order to recover the reasonable costs of the suspension, including demobilization and remobilization costs. Bechtel may also suspend or terminate the Phase 4 EPC agreement upon the occurrence of certain other events, including force majeure and Driftwood LNG’s uncured defaults, such as:

between a Term #3 Termination for Convenience and the end of Additional Term #3, if William or any of its affiliates desires to utilize the Leased Premises for its own bona fide purposes, or desires to enter into an arrangement with a third party to allow the use of the Leased Premises, William shall deliver written notice to Hecla. Within ten (10) days after delivery of such notice, Hecla shall have a one-time right to elect to use the Leased Premises through the balance of Additional Term #3 on the same terms as are set forth in this Agreement. If Hecla exercises its ROFR, Hecla shall retain the exclusive use of the Leased Premises, on the same terms and conditions set forth in this Agreement, through the balance of Additional Term #3. If Hecla does not exercise its ROFR, the ROFR shall terminate.

1. Provided Rooney a) immediately resigns as CEO upon conclusion of the Transition Period; b) resigns from the Board and any another board position with any Company subsidiaries, concurrently with the execution of this amendment; c) is not terminated by ERI for Cause as defined in his Employment Agreement and Change in Control Plan; d) performs the duties and responsibilities in the manner prescribed by the Board during the Transition Period; and e) signs a release within twenty-one (21) days of his CEO resignation of all claims known or unknown against ERI (and its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns) and satisfies any other conditions or applicable covenants set for in any Company severance plan and does not revoke such release within seven (7) days, he shall receive the same Additional Benefits that he would be entitled to under a Termination for Convenience.

3. The Additional Benefits shall become payable or become effective (in the case of the equity award vesting acceleration) on the tenth (10th) day following the earlier of a) Rooney's Termination for Convenience and the execution of his unrevoked release; or b) Rooney's resignation at the conclusion of the Transition Period and the execution of his unrevoked release, subject to any delay that may be required to comply with Section 409A of the Code and that is contemplated under the Employment Agreement.

1. Termination of Employment. Contingent upon the occurrence of the Merger and immediately following the Effective Time, the Company shall cause the Termination for Convenience to occur. The Company hereby acknowledges and agrees that the consummation of the Merger will constitute a Change of Control under the terms of the Employment Agreement and that the Termination for Convenience will occur within eighteen (18) months following the Effective Time.

(b) Employee acknowledges that she is waiving and releasing (the “Waiver and Release”) any rights she may have (i) with respect to the Termination for Convenience, including under Section 13(e) of the Employment Agreement or otherwise, and (ii) under the Age Discrimination in Employment Act of 1967 (“ADEA”). Employee acknowledges and agrees that this Waiver and Release is knowing and voluntary. Employee and the Company agree that this Waiver and Release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Waiver and Release. Employee acknowledges that the consideration given for this Waiver and Release is in addition to anything of value to which Employee was already entitled (including, without limitation, the acceleration of the Termination Payments as provided on Schedule A hereto). Employee further acknowledges that she has been advised by this writing that (a) she should consult with an attorney prior to executing this Agreement containing the Waiver and Release; (b) she was afforded at least twenty-one (21) days within which to consider this Waiver and Release, which period Employee is permitted to waive by signing this Agreement before the expiration of the twenty-one (21) days and thereby commence the seven (7) day revocation period if she so elects; (c) she has seven (7) days following the execution of this Agreement by the parties to revoke the Waiver and Release;

(b) Employee acknowledges that she is waiving and releasing (the “Waiver and Release”) any rights she may have (i) with respect to the Termination for Convenience, including under Section 13(e) of the Employment Agreement or otherwise, and (ii) under the Age Discrimination in Employment Act of 1967 (“ADEA”). Employee acknowledges and agrees that this Waiver and Release is knowing and voluntary. Employee and the Company agree that this Waiver and Release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Waiver and Release. Employee acknowledges that the consideration given for this Waiver and Release is in addition to anything of value to which Employee was already entitled (including, without limitation, the acceleration of the payment dates for the Termination Payments as provided on Schedule A hereto). Employee further acknowledges that she has been advised by this writing that (a) she should consult with an attorney prior to executing this Agreement containing the Waiver and Release; (b) she was afforded at least twenty-one (21) days within which to consider this Waiver and Release, which period Employee is permitted to waive by signing this Agreement before the expiration of the twenty-one (21) days and thereby commence the seven (7) day revocation period if she so elects; (c) she has seven (7) days following the execution of this Agreement by the parties to revoke the Waiver and Release; (d) the Waiver and Release shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this Waiver and Release under the

14. Entire Agreement. This Agreement, along with those provisions of the Employment Agreement which are specifically stated to or by their terms survive the termination of Employee’s employment thereunder (but only to the extent such obligations are not duplicative with the obligations set forth under this Agreement), represents the entire agreement and understanding between the Company and Employee concerning Employee’s separation from the Company and the Termination for Convenience, and supersede and replace any and all prior agreements and understandings concerning Employee’s relationship with the Company and her compensation by the Company.

CONTRACT NUMBER 08-0001-0001 Supplemental Agreement 6 Page 2 WHEREAS, certain DLA Disposition Services assets that have been determined no longer needed by the Government may result in a sales transaction that is conducted by the DLA Disposition Services Sales Office. WHEREAS, Supplemental Agreement 4 dated 08/19/2011, states, Contract 08-0001-0001, Article Four, Section 1 is changed to read: Subject to the early cancellation option provisions and the Termination for Convenience of the Government provisions, the Government shall provide property for a thirty-six (36) month period from the date of Delivery Order 5. Based on Government requirements, DLA Disposition Services has determined it is in the best interest of the Government to extend the performance period for this contract by one year, thus providing property for a forty-eight (48) month period from the date of Delivery Order 5. The total duration of this contract, including the exercise option years shall not exceed sixty (60) months or five (5) years. NOW THEREFORE, it is mutually agreed between the Government and the Contractor hereto that the following changes are in effect: Contract 08-0001-0001, Article Four, Section 1, PERFORMANCE PERIOD, is changed to read: Subject to the early cancellation option provisions and the Termination for Convenience of the Government provisions, the Government shall provide property for a thirty-six (36) month period from the date of Delivery Order 5. Based on Government requirements, DLA Disposition Services has determined it is in the best interest of the Government to extend the performance period for this contract, thus providing property for a sixty (60) month period from the date of Delivery Order 5. The total duration of this contract, including the exercise option years shall not exceed sixty (60) months or five (5) years. ////////////////////////////////////NOTHING FOLLOWS//////////////////////////////////

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