Management Agreements. Prior to the Closing Date, Laidian, Yongzhou JIT and Guangzhou JIE shall cooperate in preparing agreements pursuant to which Laidian shall provide Yongzhou JIT with the management services of _Person A:Person_n exchange for which Yongzhou JIT shall pay to Laidian 85.53% of the net income earned by Yongzhou JIT during any period in which it received the management services of ​ or any successor to his position with Laidian. The agreements to be prepared shall include the following agreements (the “Management Agreements”):

Management Agreements. The Agent shall have received true, correct and complete copies of each Management Agreement affecting (i.e., being entered concurrently with the making of the Loan or to be entered promptly thereafter) any Property, and each shall be satisfactory in form and substance to the Agent. The Agent shall have received the Assignment of Management Agreements in form and substance satisfactory to the Agent, duly executed by the Borrowers and each Manager.

Management Agreements. As of the date hereof, each Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default by any Borrower thereunder. Neither the execution and delivery of the Loan Documents nor any Borrower’s performance thereunder will adversely affect any Borrower’s rights under any Management Agreement. None of the Borrowers nor any Manager has exercised any termination option under any Management Agreement, none of the Borrowers has given any notice to any Manager of any Borrower’s election to terminate any Management Agreement effective as of a date after the date hereof, none of the Borrowers has received from any Manager such Manager’s notice of its election to terminate any Management Agreement effective as of a date after the date hereof. The copies of the Management Agreements delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. There is currently no project improvement plan or similar requirement imposed under any Management Agreement.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this [Section 5.16]:

Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of [Section 8.03], the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral or amendment to any Loan Document) other than in its capacity as a Lender or Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this [Article IX] to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements or Secured Hedge Agreements in the case of the Maturity Date.

Effective as of the Closing Date, Seller and each Operating Company, as applicable, shall terminate the existing manager of the Properties and any Non-Assumed Property Contracts.

Cash Management. Within three hundred sixty-five (365) days following the Closing Date, the Borrower and its Subsidiaries shall # open deposit accounts with Wells Fargo (such accounts collectively, the “Primary Cash Management Accounts”), and # maintain all of their cash management and operating accounts (other than as relates to credit cards) with Wells Fargo. The Borrower and its Subsidiaries shall use commercially reasonable efforts to direct all customers and any other Persons making payments to make payments to the Primary Cash Management Accounts promptly upon the opening of the Primary Cash Management Accounts. Any Subsidiary of the Borrower acquired or created after the Closing Date shall comply with the terms of this [Section 8.21(a)] within the later of # 365 days following the Closing Date; and # ninety (90) days of such acquisition or creation. The Primary Cash Management Accounts shall not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Administrative Agent.

Management Letters. To the extent not otherwise included in Borrower’s applicable Form ​ or Form ​ filed with the SEC, promptly after Borrower’s or any of its Subsidiaries’ receipt thereof, a copy of any “management letter” received from its certified public accountants and management’s response thereto.

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under ​’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific ​-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with ​ policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of ​’s fiscal year in which the MIP Award was earned.

Project Management. With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

During the term of this Management Services Agreement, ​ will provide management services to ​ to enable the ​ to perform its obligations under the SMMl/BMET Management Services Agreement. The management services to be provided to ​ will include the services required to enable the BMET Parties to perform exploration and development work in respect of the Property in the manner contemplated in the Option Agreement (the "Management Services") including, but not limited to:

Cash Management. On or before the Fourth Amendment Closing Date, the Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

Transportation Management. ​ shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Project and/or the Building, and in connection therewith, ​ shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with ​, any governmental transportation management organization or any other transportation-related committees or entities. Such programs may include, without limitation: # restrictions on the number of peak-hour vehicle trips generated by ​; # increased vehicle occupancy; # implementation of an in-house ridesharing program and an employee transportation coordinator; # working with employees and any Project, Building or area-wide ridesharing program manager; # instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and # utilizing flexible work shifts for employees.

Management Fee. In consideration for ​’s managing the design, permitting, and construction of the Improvements, the Total Development Costs (as defined in [Exhibit J] to the Lease) shall include a management fee as provided in [Exhibit J] to the Lease.

Management Agreement. At the Closing, the Purchaser and ​ shall enter into the Management Agreement in the form of [Exhibit E] attached hereto (“Management Agreement”).

The Parties agree to assign dedicated project managers, engineering managers, and other personnel to this project as specified below. The project managers will exercise overall project responsibility for their respective Party: