In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Ex Input:
Exhibit 10.33   Last Updated: April 6, 2007     CHASE AFFILIATE AGREEMENT   THIS AGREEMENT sets forth the terms and conditions agreed to between Chase Bank USA, N.A. (?Chase?) and you as an Affiliate in the Chase Affiliate Program (the Affiliate Program). Once accepted into the Affiliate Program, an Affiliate can establish links from the Affiliate's Website to [Chase.com]. Chase will pay Affiliate a fee for each approved credit card account that originates from a link in Affiliate's Website.   THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN AFFILIATE AND CHASE. TO APPLY TO THE AFFILIATE PROGRAM, YOU MUST COMPLETE AND SUBMIT THE AFFILIATE REGISTRATION FORM AND CLICK ON THE AGREE BUTTON BELOW TO INDICATE YOUR WILLINGNESS TO BE BOUND TO CHASE BY THIS AGREEMENT. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN CHASE REVIEWS AND ACCEPTS YOUR REGISTRATION FORM AND PROVIDES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR REGISTRATION FORM, AFFILIATE CERTIFIES THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH BELOW, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS REGISTRATION FORM BY THE NAMED AFFILIATE.   In connection with your participation in the Affiliate Program, Affiliate and Chase agree as follows:   1. Enrollment in the Affiliate Program; Restricted Content   To enroll in the Affiliate Program, you must submit a complete Affiliate Registration Form via the Chase Affiliate Website:   For new affiliates: https://ssl.linksynergy.com/php-bin/reg/sregister.shtml?mid=2291   For existing affiliates: http://www.linkshare.com/joinprograms?oid=87909   Chase will evaluate your registration form and will notify you via e-mail of the acceptance or rejection of your registration form. Chase reserves, in its sole discretion, with or without reason, the right to accept or reject your registration into the Chase Affiliate Program, including but not limited to a determination that your site is unsuitable for or incompatible with the Affiliate Program based on the following criteria (collectively Restricted Content):   • Incorporates images or content that is any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable   • Promote illegal activities, including gambling   • Promotes or depicts sexually explicit, obscene or pornographic images   • Promotes or depicts violence or hate speech   • Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights   • Contains or promotes politically sensitive or controversial issues   Chase also reserves the right to terminate this Agreement in the event that any Restricted Content is incorporated on Affiliate's site after acceptance of your registration form and the commencement of the term of this Agreement. Chase may also terminate this Agreement if your site is deemed unsuitable based on the criteria below:   • Manipulates key word searches on portals   • Misrepresents itself as a Chase Website by altering the visual look and feel of or text from Chase's site, and/or engage in framing the Chase Website   • Engages in domain squatting   • Engages in spamming or unsolicited commercial e-mail   • Engages in unauthorized telemarketing or remarketing of Chase Credit Card offers via telephone   • Uses Chase products and services in the domain name, URL or URI, including, but not limited to, any combination of the following words:   • JP • MORGAN • CHASE • MANHATTAN • AARP • AMAZON.COM • BALL STATE UNIVERSITY • BORDERS • BRITISH AIRWAYS • CASH PLUS • CHASE FREEDOM • CENTRAL MICHIGAN UNIVERSITY • CONTINENTAL • CORNELL UNIVERSITY • DISNEY • DUKE UNIVERSITY • FLEXIBLE REWARDS • FREE CASH • HARVARD COOP • HESS • HOME IMPROVEMENT • LEHIGH UNIVERSITY • LOUISIANA STATE UNIVERSITY • MARATHON • MARRIOTT • MIAMI UNIVERSITY • OHIO UNIVERSITY • OVERSTOCK • PERFECT CARD • PRIORITY CLUB / HOLIDAY INN • SONY • SOUTHERN ILLINOIS UNIVERSITY • SPEEDWAY SUPER AMERICA

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • STARBUCKS • SUBARU • TEMPLE UNIVERSITY • TOYS R US • TRAVEL PLUS • TRUMP • ULTIMATE REWARDS • UNITED • UNIVERSAL • UNIVERSITY OF ARIZONA ATHLETICS • UNIVERSITY OF CHICAGO • UNIVERSITY OF FLORIDA • UNIVERSITY OF HOUSTON • UNIVERSITY OF IDAHO • UNIVERSITY OF KENTUCKY • UNIVERSITY OF MARYLAND • UNIVERSITY OF MEMPHIS • UNIVERSITY OF MINNESOTA ATHLETICS • UNIVERSITY OF NOTRE DAME • UNIVERSITY OF OKLAHOMA • UNIVERSITY OF OREGON • UNIVERSITY OF SOUTH CAROLINA • UNIVERSITY OF TENNESSEE • UNIVERSITY OF VIRGINIA • UTAH STATE UNIVERSITY • VALUE MILES • VIRGINIA TECH APPROVED ACCOUNT • VOLKSWAGEN • WESTERN ILLINOIS UNIVERSITY • YALE UNIVERSTIY   • Uses a proxy server or redirector server to proxy Chase web pages or web sites through your website, URL or URI • Otherwise violates intellectual property rights, including, without limitation, scraping text or images from Chase's Website • Does not clearly state an online privacy policy to its visitors • Is based outside of the United States • Is otherwise considered offensive or inappropriate, at Chase's discretion   2. Affiliate Responsibilities:   • Affiliate cannot use or implement creative that is not available through the LinkShare affiliate interface. • Affiliates may not harvest or collect personal information, or email addresses using the Chase brand without the written consent of Chase • If Affiliate manages a sub-affiliate network, upon Chase's request, Affiliate shall promptly provide Chase with a current, written list identifying the sub-affiliates or other third parties associated. • Chase reserves the right to review and approve all sub-affiliate partners. • Chase shall only use the list for the sole purpose of administering the program and monitoring proper usage, and will not poach or contact subaffiliates directly. • Affiliates will not use the following product keyword search terms. (See Appendix)

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  • If Affiliate manages a sub-affiliate network, the Affiliate may not pay sub-affiliates or other partners higher referral fees than the lowest tier of the public offer ($55.00). • Affiliate is prohibited from (a) installing spyware on another person's computer, (b) causing spyware to be installed on another person's computer, or (c) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website.   3. Referral Fee   For each Approved Account (as defined in section 4 below) received through Affiliate's site, Affiliate will earn a referral fee calculated in accordance with the schedule set forth below (Commission) paid monthly.   • Tiered or flat commission based on private offer terms in the network.   Chase reserves the right to alter above referral fees from time to time upon written notice to Affiliate of such change.   4. Approved Account   For purposes of determining Affiliate's Commission, an Approved Account means any Chase credit card application that is: (i) submitted by any user who clicks on an e-mail, banner or any other advertising material from Affiliate's Website; (ii) is approved by Chase; and (iii) is reported as approved by Chase to Affiliate.   5.Term of this Agreement   The term of this Agreement will commence on the date that the Affiliate Registration Form is approved by Chase and will end when terminated by either party. Either Affiliate or Chase may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. At the time of termination, any links to Chase's Website must be removed immediately. Affiliate will continue to receive Commission payments for all Approved Accounts placed during the term of this Agreement. Notwithstanding the foregoing, Chase may   terminate this Agreement if Affiliate does not comply with the terms and conditions herein.   6. Links   Affiliate agrees to place Chase's links provided by Linkshare NetworkTM which manages the Affiliate Program (Links) on its Affiliate's website. Affiliate is responsible for obtaining prior written approval from the Chase Affiliate manager or Linkshare Network to link any or all other sites owned or managed by the Affiliate, other than the site that was approved at the time of original registration. Affiliate may select or remove Links, at any time without prior approval from Chase. Affiliate is also responsible for removing and/or informing Chase of potential inactive or misdirected Links. Affiliate agrees to cooperate with Chase in establishing and maintaining Links.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  7. Order Processing   Chase will be solely responsible for processing each order placed by a customer from Affiliate's Links. Customers may only use the Chase on-line application process to apply for a Chase credit card. Customers are defined herein as individuals who apply for Chase credit cards through a link in Affiliate's Web site. Chase shall be responsible for administering application forms and related customer service. All of the rules, operating procedures and policies of Chase regarding customer orders and accounts will apply to orders received through the Links. Chase reserves the right to reject any credit card application in its sole discretion.   8. Tracking of Sales   Chase will be solely responsible for tracking Approved Accounts made to customers who follow Affiliate's Links. Affiliate will be solely responsible for ensuring that the Links are formatted properly and maintained in a manner, which allows Chase to track such Approved Accounts. No Commission shall be paid if the Approved Account cannot be tracked by Chase's system or if the customer accesses the Chase site through means other than the Links. Chase will provide Affiliate with statements of Approved Account activity at the time Commissions are paid.   9. Terms and Conditions of Credit Cards   Chase is solely responsible for determining the terms and conditions of the credit cards. The credit card offers may vary from time to time and are subject to change. Affiliate may not specify details regarding the Chase credit card on their Websites without the prior approval of Chase.   10. Chase Customers   Customers who apply for Chase credit cards through the Chase Affiliate Program are customers of Chase. Affiliate has no authority to make or accept any offer on behalf of Chase. All Chase policies regarding customer orders, including availability, pricing and problem resolution, will apply to these customers. Affiliate has no authority to make, and Chase is not responsible for, any representations made by Affiliate that contradict these policies.   11. Product Descriptions   Affiliate will only use credit card descriptions provided or approved in writing by Chase.   12. Copyrighted Material   Affiliate is solely responsible for ensuring that its reviews and articles obey all applicable copyright and other laws. Generally, Affiliate must have express permission to use another party's copyrighted or other proprietary material. Chase is not responsible for Affiliate's improper use of another party's copyrighted or proprietary material.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  13. Commercial Use   This program is intended for commercial use only. Commissions are payable for Approved Accounts to third parties who access the Chase URL's (marketing pages) through the Links located on Affiliate's sponsoring Web site. Affiliates who use this program to apply for credit cards for their own use are NOT in violation of this Agreement.   14. Trademarks   All Chase trademarks, trade names and service marks (collectively, the Marks) are the exclusive property of Chase. Notwithstanding anything set forth in this Agreement, Chase reserves full ownership of the Marks and the Licensed Materials (as defined below). All   use of the Marks by Affiliate is limited solely to the use contemplated by this Agreement. All use of Chase Marks by Affiliate is subject to the prior written approval of Chase.   15. Licenses and Use of the Chase Logos and Trademarks   Chase grants Affiliate a non-exclusive, nontransferable, revocable right to (a) access the Chase site through the links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use Chase's logos, trade names, trademarks, and similar identifying material relating to Chase (collectively, the Licensed Materials), for the sole purpose of booking Chase products. Prior to using any of the Licensed Materials, Affiliate will submit to Chase for approval a draft of all proposed material that incorporates the Licensed Materials, together with a brief statement setting forth the proposed use of such materials and any other background or supporting material reasonably requested by Chase to allow Chase to make an informed judgment. All such materials shall be submitted to Chase at least seven (7) days prior to the date of first intended use. Chase will notify Affiliate of its approval or disapproval of such materials within five (5) business days of its receipt of all information required to be submitted.   The approval or disapproval of such materials will be in Chase's sole discretion. Any materials not receiving Chase's specific written preliminary approval will be deemed disapproved. Affiliate may not alter, modify, or change the Licensed Materials in any way. Affiliate is only entitled to use the licensed materials to the extent that it is a member in good standing of the Chase Affiliate Program. Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Chase in a negative light. Chase may revoke Affiliate's license at any time.   16. Service Interruption   Certain technical difficulties may, from time to time, result in service interruptions. Affiliate agrees not to hold Chase responsible for the consequences of such interruptions.   17. Indemnification

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  Affiliate hereby agrees to indemnify, defend, and hold harmless Chase, its shareholders, officers, directors, employees, agents, affiliates and their respective directors, officers, employees and agents, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Chase (collectively the losses), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, or covenant made by Affiliate herein; or (ii) any claim related to Affiliate's site.   18. Confidentiality   Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Chase, Customer or Affiliate shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.   19. Modification   Chase reserves the right to change any and all of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement on its Website. Without limiting the generality of the foregoing, the amount of Commissions, the definition of Approved Accounts, and all other provisions of this Agreement are subject to change without notice other than posting such information on the Chase Website. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING CHASE'S POSTING OF A NEW AGREEMENT ON ITS WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.   20. Warranty Disclaimer   Chase makes no warranties, representations or conditions with regard to the Chase Affiliate Program or any services provided hereunder, whether express or implied, arising by law or otherwise, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  21. Limitation of Damages   Chase shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the Affiliate Program, regardless of whether Chase has been advised of the possibility of such damages. Further, Chase's aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total Commissions paid or payable by Chase to Affiliate under this   Agreement.   22. Independent Investigation   AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO CONSULT WITH ITS OWN LEGAL ADVISERS IF IT SO DESIRED, AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE AGREES THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY CHASE, AND IT SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. AFFILIATE UNDERSTANDS THAT CHASE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT.   23. Governing Law   This Agreement will be governed in all respects by the laws of the State of Delaware, including its conflict with law provisions.   Accept.   Appendix   List of Restricted Trademark Terms   Partner Restricted Trademark Terms Chase Brand Add Chase as a negative Keyword to your Search strategy.   In addition, the following terms are prohibited: Chase, Chase bank, www.chase.com, www.creditcardsatchase.com, www.chasecreditcard.com, chase.com, creditcardsatchase.com, chasecreditcard.com, chase credit card, chase credit cards, Chase Freedom, Freedom Card   AARP AARP.org, AARP.com, AARP membership, AARPmagazine.com, AARPhealthcare.com, AARP foundation, AARP passport, www.travelocity.com/AARP, AARP Bulletin, American Association of Retired Persons, AARP Insurance, AARP partner, AARP providers, AARP advocacy, Segunda Juventud, AARP Hot Deals Amazon Amazon, Amazon.com, www.amazon.com, Amazon Books, Amazon DVD, Amazon Movies, Amazon Music Borders Borders, Borders Stores, Borders Books, www.borders.com, www.bordersbooks.com Waldenbooks, Waldenbooks Stores, www.waldenbooks.com, www.waldenbooksstores.com

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  British Air British Airways, British Air, www.britishairways.com, www.ba.com, ba, Continental See Continental Tab Disney See Disney Tab Hess Hess, www.hess.com, Amerada Holiday Inn/Priority Club Holiday Inn, Holiday Inn Express, Priority Club, IHG, www.ichotelsgroup.com, InterContinental, InterContinental Hotels Group, Crowne Plaza, Hotel Indigo, Staybridge Suites, Candlewood Suites, Marathon Marathon, Marathon Oil, Marathon Petroleum Company, Speedway, Speedway SuperAmerica, SuperAmerica Marriott www.marriottrewards.com, www.marriott.com, Marriott, Marriott Rewards Overstock overstock.com, www.overstock.com, overstocked.com, overstock/com, overstock com, overstock com, overstockcom, overstock .com, overstock?com, overstock>com, overstock, overstocked.com, overstocks.com, over stock.com, overstock .com, overstockcom Sony Sony, www.sonystyle.com, ImageStation, My Sony, Vaio, EverQuest Speedway Speedway SuperAmerica, Speedway, SuperAmerica, Speedy Rewards, Marathon, Marathon Oil, Marathon Petroleum Company Starbucks Starbucks, Starbucks Coffee, Starbucks Foundation, Starbucks Coffee Company, Starbucks Corporation Subaru Subaru, My Subaru, Subaru World, Subaru of America Toys www.toysrus.com, Toysrus.com, Toys R Us, Toys R Us International, KidsRUs, BabiesRUs, Babiesrus.com, Toyologist, Toysrus/Amazon, Babiesrus/Amazon, www.personalizedbyrus.com Trump Trump, www.trump.com, The Apprentice, Trumped, Trump University, Trump Taj Mahal, Trump Plaza, Trump Marina, Trump Indiana, Trump Club Privee, Trump National Golf Club, Trump Tower, Trump Park Avenue, Trump World Tower, Trump International Hotel & Tower, Trump Place, Trump Palace, Trump Parc & Trump Parc East, Trump Grande, Mar-a-Lago United See United Tab Universal Universal, Universal Studios, Universal Movies, Unviersal Entertainment, Universal Hollywood, www.universal.com, Universal movie tickets, universal movie ticket, universal theme parks, universal discount, universal discounts, universal ticket, universal tickets, universal vacation, universal vacations, universal travel, universal deals, universal offer, universal offers, universal park, universal parks, universal getaway, universal getaways, universal family getaway, universal family getaways, universal deal, universal deals Volkswagen Volkswagen, Volkswagen International, Volkswagen Group, Volkswagen AG, Audi   Disney Restricted Key Words cheap disney vacation disney world vacations cheap disney vacations disneyland bargain child vacation disneyland bargains childrens vacations disneyland cheap discount disney travel disneyland discount discount disney vacation disneyland discounts discount disney vacations disneyland offer discount vacation disneyland offers discount vacations disneyland promotion

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  disney disneyland promotions disney bargain disneyland save disney bargains disneyland save disney cheap disneyland savings disney cruise disneyland savings disney cruise vacations disneyland travel disney deal disneyland trip disney discount disneyland trips disney family vacation disneyland vacation disney family vacations disneyland vacations disney florida vacation disneyworld bargain disney florida vacations disneyworld bargains disney golf vacations disneyworld cheap disney honeymoon disneyworld offer disney honeymoon vacation disneyworld offers disney honeymoons disneyworld promotions disney offer disneyworld save disney offers disneyworld savings disney package disneyworld vacation disney package vacations disneyworld vacations disney promotion family vacation disney promotions family vacations disney resort kid vacation disney resort vacation kids vacations disney resort vacations magic kingdom disney resorts orlando disney vacations disney savings orlando rentals disney travel orlando vacations disney travel package special disney travel disney vacation special vacation packages disney vacation club walt disney bargain disney vacations walt disney bargains disney vacations florida walt disney cheap disney vacations orlando walt disney deal disney world bargain walt disney deals disney world bargains walt disney offer disney world cheap walt disney offers disney world discount walt disney resort vacations disney world offer walt disney save disney world offers walt disney savings disney world package walt disney vacation disney world save walt disney vacations disney world savings walt disney world vacation disney world vacation walt disney world vacations     United Restricted Key Words united airlines united air fare united united airlines reservations online united air united airline fare united.com United Escapes united airline international united flights www.united.com untied air united flight united first class unitedairlines.com United Vacation

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  UAL united travel united airlines.com united star alliance ual.com united airlines specials united air lines united discounts www.unitedairlines.com united trip united airlines schedule travel with united united airline travel united airlines discounts united reservation united airlines official website www.ual.com united business class united express united airlines airports united reservations united airlines star alliance www.united airlines.com united non-stop flights united fares united packages united airline flight international united travel united and airlines united airlines economy plus United Vacations united airports united airlines tickets united group travel united airlines flights United Escape united express airlines easy update united flights united air vacations unitedair united fare sale United airfare united last minute fares www.united airlines united efares untied airlines united getaways www.unitedairlines united low fares united airline.com united airlines bookings united air line cities united flies united airlines travel fly on united united airlines homepage united airlines group travel united airlines website united airlines travel certificates united destinations United Easy Update united airline flights united airlines business travel united airlines home page united special deals United airfares united business travel e-fares untiedair united airlines site united economy class united airlines fares united package deals www.unitedairline.com international united ticket united airlines home international united tickets united airlines vacations shop for united flights vacation travel United EasyUpdate united specials fly with united www.united airline.com united e fares unitied airlines united travel certificates united deals united air star alliance international united flight united fare search united airlines online United Escapes united e-fares international united flight united airlines cities united airlines online united air fare united e-fares united airlines reservations online united airlines cities united airline fare

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007





  Continental Restricted Key Words Continental airlines Continental air fare Continental Continental airlines reservations online continental.com Continental airline fare continental airline international Continental flights www.continental.com Continental air continental flight Continental first class continental air lines Continental Vacation continental airlines schedule Continental travel continental airline travel Continental airlines specials continental reservation Continental discounts continental reservations Continental trip continental fares travel with Continental continental airline flight Continental airlines discounts continental and airlines Continental airlines official website Continental Vacations Continental business class continental airlines tickets Continental airlines airports continental airlines flights Continental non stop flights continental flights continental airlines Continental packages continental air line International Continental travel continental airlines travel Continental airports continental airlines homepage Continental group travel continental airlines website Continental air vacations continental destinations Continental fare sale continental airlines vacations Continental last minute fares continental air fare Continental getaways continental airlines reservations online Continental low fares continental airline fare Continental airlines bookings international continental flight cities Continental flies continental airlines online fly on Continental continental airlines cities Continental airlines group travel Continental economy class Continental airlines travel certificates Continental package deals Continental airlines business travel international Continental ticket Continental special deals international Continental tickets Continental business travel shop for Continental flights fly with Continental

Source: CREDITCARDS.COM, INC., S-1, 8/10/2007

Ex Output:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


Ex Input:
Exhibit 10.34   INTERNET CHANNEL COOPERATION AGREEMENT   Contract Number: 181015BD0120

     Party A:

  Beijing Baidu Netcom Science and Technology Co., Ltd.

  Address:

  Baidu Building, 10 Shangdi 10  Street, Haidian District, Beijing

  Contact:

  HOU Gang

  Telephone: 010-59927171 Fax: 010-59920021

    Party B:

  China Online Housing (Hong Kong) Co., Ltd.

  Address:

  8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing

  Contact: Telephone: 010-58951000 Fax: 010-58951005   Party C: Beijing Yisheng Leju Information Services Co., Ltd. Legal representative: ZHU Xusheng Authorized signatory: Address: 8/F, Ideal International Plaza, 58 Beisihuan Xilu, Haidian District, Beijing Contact: Telephone: 010-58951000 Fax: 010-58951005   In this Agreement, Party A, Party B and Party C individually a Party, collectively the Parties. The transaction contemplated to be jointly conducted by Party A and Party B hereunder is referred to as the Operation.   WHEREAS:   1. From its formation in January 2000, Party A has been providing search technology services with the mission to provide the public with easy access to information. it has completed transformation from a back-office technology provider to an independent search services provider for the public and is the first operator of competitive ranking in the PRC. The www.baidu.com operated by Party A has grown into the largest Chinese website and Chinese search engine in the world.   2. Party B is a leading online and offline real estate information and consulting services provider in the PRC. The SINA Leju operated by Party B is a leading real estate and home furnishing network information network in the PRC, having plentiful and quality database on real estate (including new, used and leased real estate), home and furniture.   3. Party A and Party B through negotiations agree to conduct comprehensive cooperation in real estate and home furnishing information services by capitalizing on their respective advantages, including their strategic cooperation on the formation of a real estate and home furnishing channel by Party A. Both Parties will jointly launch Baidu Leju Real Estate and Home Furnishing Channel for which Party B will be wholly responsible for its construction. Party B will form a dedicated team and, to the extent permitted by Party A, conduct a whole new design of all information, products and data of Party A on real estate, used homes, home and furniture, so as to present the existing services of Party B to the   1

th





  customers of Party A through the channels of Party A. Meanwhile, Party B will be responsible for all operations of the advertising or any other businesses in connection with the real estate and home furnishing channel of Party A according to agreement. Party A will use promotional resources to provide full assistance in Party B's efforts in customer development and traffic expansion.   NOW, THEREFORE, the Parties agree as follows:   ARTICLE I DEFINITION AND INTEPRETATION   1.1 Definition   Unless otherwise defined in the context, in this Agreement:   (a) PRC Laws mean any laws, regulations, rules and regulatory documents in the PRC which are current and will be issued going forward.   (b) Business Secrets mean any technical, financial, commercial or any other information owned and treated as business secrets by one Party and/or its subsidiaries or affiliates, which have the following attributes:   (i) It is unknown to the public;   (ii) It may generate economic benefit for its owner;   (iii) It is practical; and   (iv) It is treated as business secrets with appropriate protection measures by its owner.   (c) Effective Date means the date of this Agreement.   (d) Force Majeure means the occurrence of any acts of God or man-made disasters or accidents during the term of this Agreement which is unforeseeable or, if foreseeable, unavoidable, or uncontrollable and make it impossible for one Party to perform this Agreement in a whole, including earthquakes, typhoons, floods, fires, wars, strikes, riots, hacker attacks, technical breakdown of telecommunication departments, and legal restrictions.   (e) Baidu Net/Party A's Website means the Internet website owned by Party A whose domain name is http://www.baidu.com, through which Party A provides search services to its users.   (f) Leju Net/Party B's Website means the Internet website owned by Party B whose domain name is http://www.leju.com.   (g) First Tier Channel on Baidu Net means any of the channels with the headings of news; real estate and home furnishing; tie bar; Zhidao; and entertainment in the product lists of Baidu Net.   (h) Second Tier Channel of Baidu Net means any of the channels with the headings of real estate, used homes, and decorations in the real estate and home furnishing channel of Baidu Net.   2





  (i) Real Estate and Home Furnishing Channel/Cooperation Channel means a First Tier Channel on Baidu Net jointly constructed by Party A and Party B, whose channel name and domain name is Baidu Leju Real Estate and Home Furnishing Net (the Baidu Leju) and leju.baidu.com, respectively.   (j) Category means the webpage publishing a certain type of information under each level of the channels on Party A's Website. The homepage of each channel consists of multiple categories.   1.2 Interpretation   (a) Any date in this Agreement means its calendar date.   (b) The headings in this Agreement are for convenience only and will not affect the meaning or interpretation of any part of this Agreement.   (c) Singular form of any word include its plural form as required in the context, and vice versa.   (d) Any reference to the article, section and paragraph means the article, section and paragraph of this Agreement.   ARTICLE II REPRESENTATIONS AND WARRANTIES   2.1 Legal Status   Each Party represents and warrants to the other Parties that as of the date of this Agreement:   (a) It is qualified to conduct the transaction contemplated under this Agreement, and such transaction is in line with its scope of business;   (b) It has the full power to enter into this Agreement and perform its obligations hereunder;   (c) Its authorized representative has full authority to sign this Agreement on its behalf (a photocopy of which authorization letter will be provided upon request of the other Parties); and   (d) To its knowledge, it has disclosed all of the documents issued by the local government having jurisdiction over the place where it is incorporated or its business address is located which may have material adverse effect upon performance of its obligations under this Agreement; and it is not a party to any liquidation, dissolution or bankruptcy proceedings.   2.2 Legal Effect   (a) As of the date of this Agreement, it is bound by this Agreement.   (b) It warrants that none of its execution, delivery and performance of this Agreement or conduct of any transaction contemplated hereunder is in violation of any PRC laws or any agreement to which it is a party.   (c) Prior to the date of this Agreement, it has presented its business license   3





  which has passed annual inspection for the current year to the other Parties, the sealed copy of which business license will be provided to the other Parties.   ARTICLE III TERM OF THIS AGREEMENT   3.1 Term   (a) This Agreement will be effective as of the date of its execution, and term of the Cooperation will be four years from the date on which the channel is uploaded.   (b) The channel is expected to be uploaded on August 1, 2010.   (c) As of the date of this Agreement, both Party A and Party B will cooperate to complete all preparatory work in connection with the Cooperation channel contemplated under this Agreement, so as to ensure smooth upload of the Cooperation channel.   3.2 Extension   Upon expiration of this Agreement, with all conditions being equal, Party B has the preferential right to continue Cooperation with Party A in respect of the real estate channel. If both Party A and Party B continue their Cooperation, they will negotiate to reach an agreement to that effect no less than one month prior to the expiration of this Agreement.   3.3 Phases of Cooperation (subject to the actual date of the upload of the channel)   Phase I will commence on August 1, 2010 and end on July 31, 2011.   Phase II will commence on August 1, 2011 and end on July 31, 2012.   Phase III will commence on August 1, 2012 and end on July 31, 2013.   Phase IV will commence on August 1, 2013 and end on July 31, 2014.   ARTICLE IV CONTENT AND SCOPE OF COOPERATION   It is agreed that the Cooperation contemplated under this Agreement will consist of:   (i) formation of the Cooperation channel;   (ii) advertising operation of the Cooperation channel;   (iii) promotion of the Cooperation channel; and   (iv) cooperation with any other products.   The details of the Cooperation are as follows:   4





  4.1 Formation of the Cooperation Channel   (a) During the term of this Agreement, Party B will use the Baidu's Real Estate and Home Furnishing Channel as the jointly formed channel of Party A and Party B. Party A grants all-round exclusive rights to Party B to construct, maintain and operate the Cooperation channel. As the owner of www.baidu.com, Party A has ownership and control over second tier domain names. Party A has the right to deprive Party B of the operating rights of the website without any liability if Party B is found in violation of any law. Party A is required to receive written consent from Party B prior to its adjustment of any second tier domain names which is under independent operation of Party B.   (b) Party A authorizes Party B to maintain and construct all of the contents under the second tier domain names as follows:   (i) Leju.baidu.com   (ii) House.baidu.com   (iii) Jiaju.baidu.com   (iv) Fangyou.baidu.com   (v) Esf.baidu.com   (vi) Rent.baidu.com   (vii) Dichan.baidu.com   (viii) Jiancai.baidu.com   (c) Party B will be solely responsible for the sponsorship, operation, upgrade, and maintain of Baidu Real Estate and Home Furnishing Channel, including provision of bottom-level webpage and systems, integration of the data, information and intelligence provided by users relating to real estate and home furnishing on the Cooperation channel, and provide related maintenance and support to end-users. Party B has the discretion to arrange the layout and linkage of the channels, categories, articles and data relating to real estate and home furnishing on the Cooperation channel.   (d) The reformed Cooperation channel will still exist as a real estate and home furnishing channel, a First Tier Channel of Baidu Web, whose domain name is leju.baidu.com. The homepage of the Cooperation channel will be designed to give full presentation of the cooperation between the two Parties.   (e) During the term of this Agreement, Party A will add the Cooperation channel to the linkage access to the real estate and home furnishing in the product list page of Baidu Net (http://www.baidu.com/more/).   (f) Party B will be responsible for development of each level of webpage of the Cooperation channel, and has control, approval and discretion over its design, layout and appearance. It is agreed by both Parties that the homepage of the Cooperation channel will have a domain name of leju.baidu.com, which may be reformed according to the design and layout of Party B, or remains consistent with the overall style of Party A's Net. If it remains consistent with the style of Party A's Net, Party B will ensure no material change be made to the brand   5





  image of Party A or any webpage relating thereto, provided that any design planned by Party B is subject to consent of Party A.   (g) Except for the homepage of the Cooperation channel, any other sub-channels, categories and articles within the Cooperation channel is subject to design and layout of Party B at its sole discretion. Such sub-channels, categories and articles may all use the domain name of Party B's Net or Party A's Net, such as baidu.leju.com\esf or baidu.leju.com\jiaju.   (h) The contents, operations, products, services, images, texts and super links of the Cooperation channel will be operated on the server of Party B. Party B will be solely responsible for the servers, bandwidth and any other facilities necessary for the Cooperation channel. Party B has sole control, approval and discretion over the contents, operations, products, services, images, texts and super links in or included in the Cooperation channel, as well as to include which and how to include any existing information or services on the Party B's Net into the Cooperation channel through super links.   (i) Party B warrants that none of the articles, contents and web pages of the Cooperation channel is in violation of PRC laws or any international treaty to which the PRC is a signatory, including without limitation any content detrimental to national security, of pornographic, fraudulent, insulting, defamatory, hectoring or harassing nature, infringing upon the copyrights, personal rights or any other valid rights and interests of any other parties or in breach of any social customs, or any linkage thereto. If Party A receives any complaint regarding the content of the Cooperation channel, Party B shall resolve such complaint immediately, negotiate with or respond to any review or enquiry from any third party or competent authorities at its own expenses, and be liable for any loss incurred by Party A.   (j) To ensure legality of the contents within the Cooperation channel, Party B will make the contact of its customer services conspicuously displayed at the homepage of the Cooperation channel, and keep its users of the way to file a complaint upon occurrence of any tort or law-breaching incidents. Party B will respond to any complaint within a reasonable upon receipt thereof, which response process is subject to approval of Party A. If Party B receives any complaint of any third party regarding the tort or breach of any content in the Cooperation channel which is forwarded from Party A, Party B will delete such content within 24 hours or notify Party A of its responsive measures.   (k) Party A will cooperate with Party B to handle any agreement relating to cooperation regarding real estate and home furnishing channel which has not been fully performed by the date of this Agreement. It is agreed that party A will disclose to Party B all of its agreements regarding Cooperation Channel which are valid as of the date hereof, and Party B reserves the option to agree or waive its acceptance of such agreement according to its circumstances. If Party B agrees to accept part of such agreements, the confidentiality and transfer of debts and claims under such agreements will be subject to special agreement of the other party thereto, and Party A will perform the tasks set forth under Section 4.1(k) with reasonable care.   (l) Party A hereby agrees to take all actions necessary for cooperation between the client of Cooperation Channel with Party B and the transfer mentioned above, including:   (i) Within ten (10) business days upon execution of this Agreement,   6





  provide to Party B a schedule listing all agreements regarding Cooperation Channel which are valid as of the date hereof as well as a copy of all such agreements;   (ii) Within ten (10) business days upon execution of this Agreement, provide to Party B a correct and detailed financial statement reflecting all accounts receivable and payable, including any payment made by Party A or the client under any outstanding agreement with the note whether such payment is for completed or uncompleted services.   (iii) Within ten (10) business days upon execution of this Agreement, provide to Party B a client document (including the name, position and the residence of its person in charge) for follow-up and maintenance efforts by Party B; and   (iv) Introduce Party B to its clients as the new communicator and the successor of Party A.   4.2 Advertising on the Cooperation Channel   (a) Party A agrees that the pricing, specifications and contents of the advertising on the Cooperation Channel is subject to sole discretion of Party B. Party B has absolute and sole control, approval and discretion regarding the advertising operation of the Cooperation Channel, may conduct and benefit from legal advertising operations at its sole discretion.   (b) Party A will provide to Party B the authorization and any other legal documents necessary for Party B to conduct advertising operation on the Cooperation Channel, and provide good-faith support in connection with coordination and promotion necessary in such advertising operation.   (c) Party A will provide assistance to Party B in installing and commissioning advertising management and release system on the Cooperation Channel to ensure smooth management of the advertising on the Cooperation Channel by Party B. Party B has sole discretion to use the advertising management and release system of its own or from Party A.   (d) Party B will be liable for its advertising operation, and will handle and be held liable for any dispute, complaint or government investigation or penalty arising from the content or release of its advertising. Party B will be held liable for any loss incurred by Party A as owner of the website resulting from Party B's conduct.   (e) Without prior consent of Party B and during the term of this Agreement, Party A may not release advertising or promotion information, or any other information or linkage against law or industrial standards on the Cooperation Channel.   (f) Party B has the right to conduct marketing activity in the name of Baidu Leju Real Estate and Home Furnishing Net, provided that such conduct will not appear as if Party B represents Baidu or Party B and Baidu has any relationship other than that provided under this Agreement.   (g) Party A represents and warrants that Party B will not be liable for any cost, expense, damage, loss, indemnity, tax, levy, action or claim regarding any client incurred prior to the date of this Agreement.   7





  4.3 Promotion of the Cooperation Channel   (a) During the term of this Agreement, Party A undertakes to promote the key word (including any of the key words relating to real properties, building material products and home furnishing) involved in the Cooperation Channel. Party A warrants that such key word will be promoted on the open search platform of Baidu and preferentially displayed at the left side of the search result pages, the exact display position of which is subject to separate agreement between the Parties. The search results will link to the real estate and home furnishing channel under cooperation of the Parties. The key words will be provided to Party B to Party A, and the information included in any of the key words and their search results will be in compliance with laws and regulations, as well as business rules of Party A, including without limitation user's experience. Party B agrees that Party A may modify the display of search results out of consideration relating to user experience, provided that such modification will not materially change the display, content and position of the search results. Party A will be deemed in breach of this Agreement if it is required to modify search results pursuant to laws, regulations, court rulings or other mandatory documents.   (b) During the term of this Agreement, Party A undertakes to provide to Party B Baidu network promotion resources equal to RMB10 million for each cooperation period from its commencement. Party A will provide such resources to Party B through a separate account for promotion of the Cooperation Channel at the discretion of Party B. Party B must use up the resources within the period provided under this Agreement and any remaining resources will be cancelled as of the commencement of the next cooperation period. Additionally, Party A agrees to provide support for Party B's promotion at Baidu picture search, Baidu Zhidao, Baidu Baike, Baidu Search Chart, Hao123 and other Baidu products. Party A will provide assistance for Party B in effective promotion of search results, the details of which are subject to separate agreement of the Parties.   (c) Party A undertakes to provide support for Party B in marketing and promotional efforts, including without limitation joint promotional activities on Baidu leju Cooperation Channel.   4.4 Cooperation of Other Products   (a) During the term of this Agreement, Party A and Party B will conduct cooperation regarding Tieba products, the details of which are subject to supplemental agreement of the Parties. Party A undertakes not to make additional charge from Party B regarding Tieba products.   (b) During the term of this Agreement, Party A and Party B will conduct cooperation regarding Baidu Map products, the details of which are as follows:   (i) Party B will provide real estate, home furnishing and life related data required by Party A, and Party A will use its technological means to provide display platform for Party B at map.baidu.com, the details of which are subject to separate agreement of the Parties.   (ii) Subject to provision of relevant real estate information to Party A from Party B, Party A will display the real estate information, and any of its updates from time to time, provided by Party B on map.baidu.com   8





  on preferential basis. Party A will deal with any failure to display such information as provided in the preceding sentence immediately upon notice for such effect from Party B in writing.   (iii) Party A and Party B have entered into agreement regarding map cooperation prior to this Agreement. Party B has the option to continue performing such agreement, or terminate such agreement and perform the Cooperation provided hereunder.   (c) During the term of this Agreement, Party A agrees to give preferential cooperation to Party B regarding Baidu news products.   Cooperation Fee   1. Cooperation Fee   The cooperation fee under this Agreement will be RMB200 million, of which RMB160 million will be channel cooperation fee and RMB40 million will be promotion fee for the Cooperation Channel. The cooperation fee will be payable in four installments as follows   (a) Within 15 business days after the date hereof, Party B will pay RMB50 million to Party A.   (b) Within 15 business days after the end of the first cooperation period, Party B will pay another RMB50 million to Party A.   (c) Within 15 business days after the end of the second cooperation period, Party B will pay another RMB50 million to Party A.   (d) Within 15 business days after the end of the third cooperation period, Party B will pay the remaining RMB50 million to Party A.   2. Payment of Cooperation Fee   The channel cooperation fee provided under this Agreement will be payable by Party B or its designated entity to the following account of Party A at the expense of Party B, which payment could be in foreign currency at equivalent amount.   Beneficiary: Beijing Baidu Netcom Science and Technology Co., Ltd.   Bank: China Merhcants Bank, Beijing Branch, Beisihuan Sub-branch   Account number: 866180198510001   ARTICLE V RIGHTS AND OBLIGATIONS   5.1 Each of the Parties warrants that its execution and performance of this Agreement is in no violation of any third party interests or PRC laws.   5.2 Party B will be responsible for server configuration, bandwidth, operation, maintenance, users and user services management and development necessary for the Cooperation Channel, as well as any expenses and liabilities arising thereof.   5.3 Party B warrants that any and all information provided or released onto the Cooperation Channel during the Cooperation is in no violation of PRC laws, general code of   9





  ethics and intellectual property and/or other legal interests of any third party and, upon occurrence of such violation, Party B will delete the violating information from the Cooperation Channel, resolve any dispute and be liable for any consequence arising thereof, and indemnify Party A for any loss incurred by Party A thereof.   5.4 Any delay of service by Party B due to any force majeure will be notified to Party A immediately, and Party B will take prompt measures to ensure performance of this Agreement;   5.5 Party A allows Party B to conduct any activity in the name of real estate and home furnishing website of Party A's website without violation of any laws and provisions under this Agreement, provided that such conduct will not appear as if Party B represents Baidu or Party B and Baidu has any relationship other than that provided under this Agreement.   5.6 Party B will be responsible for advertising operation of the real estate channel. Party B has sole discretion to conduct advertising operation, and any gains, liabilities, duties, taxes and expenses arising therefrom will be owned or paid by Party B.   5.7 Party B will pay the channel cooperation fee provided under this Agreement.   5.8 Party A will provide to Party B the promotional resources provided under this Agreement, including Baidu network promotional resources, provide promotional support to Party B, and make promotion of Party B on its website.   5.9 Party B will embed Baidu search bar into the homepage of www.leju.com, and any income thereof will be shared between Party A or any of its affiliates and Party B on monthly basis, the details of which are subject to separate alliance agreement between Party B and Party A or any of its affiliates.   5.10 Party C will be severally and jointly liable for any and all obligations of Party B under this Agreement.   ARTICLE VI   OWNERSHIP   Party A maintains its ownership of all rights, entitlements and interests of its websites and trademarks. Party B maintains its ownership of all rights, entitlements and interests of its websites, trademarks, and the information and data on the Cooperation Channel.   ARTICLE VII EXCLUSIVITY   During the term of this Agreement, Party B and its affiliates will be the exclusive cooperator of Party A's real estate and home furnishing cooperation channel. Party B and its affiliates will be the exclusive provider of real estate and home furnishing information, products and data in Party A's real estate and home furnishing channel. Party A may not make any identical or similar cooperation regarding the real estate and home furnishing information, products and data in its real estate and home furnishing channel with any competitor of Party B.   ARTICLE VIII CONFIDENTIALITY   8.1 Unless with express prior written consent from the other Party (which consent   10





  may not be withheld without reason), none of the Parties may make any public announcement or statement regarding this Agreement or any relationship with this Agreement.   8.2 Subject to written consent from the other Party, any Party may make press release or any other public presentation regarding the cooperation, cooperation channel and Party B's participation in the Cooperation Channel contemplated under this Agreement.   8.3 Any Party (the Receiving Party') will keep in strict confidence any business secret received by it from the other Party (the Disclosing Party) and, without prior written consent of the Disclosing Party, may not disclose such information to any third party or, if it fails to do so, be liable for any loss incurred by the Disclosing Party, unless such information:   (a) Has been known to the Receiving Party without any non-disclosure obligation prior to its receipt of the same from the Disclosing Party;   (b) Has been known to the public without fault of the Receiving Party;   (c) Is legally received from any third party without non-disclosure obligation or use restriction;   (d) Is developed independently by the Receiving Party;   (e) Is disclosed without prior written consent from the Disclosing Party; and   (f) Is disclosed under legal requirements having jurisdiction of the Receiving Party, provided that the Receiving Party will notify the Disclosing Party with prior written notice permitted under applicable laws and regulations of the exact business secret to be disclosed so as to enable the Disclosing Party to take effective protective measures.   8.4 The provisions under this Article VIII will have effect during and after the term of this Agreement.   ARTICLE IX BREACH LIABILITY   9.1 If any Party fails to perform any of its obligations under this Agreement, the breaching Party will cease its breach of this Agreement immediately upon receipt of a written notice from the non-breaching Party requesting correction of such breach, and will continue to perform, take corrective measures, or indemnify any loss incurred by the non-breaching Party within ten business days. If the breaching Party continues with such breach or fails to perform any of its obligations, the non-breaching Party may terminate this Agreement with immediate effect upon written notice to the breaching Party, and hold the breaching Party liable for any loss incurred by the non-breaching Party.   9.2 If each of the Parties is liable for breach of this Agreement, it will be held liable according to the extent of its failure thereof.   11





  ARTICLE X   TERMINATION   10.1 Special Provisions   The Parties agree that within three months prior to the 4  anniversary of the date hereof, Party B may conduct comprehensive review of the Cooperation contemplated hereunder and may elect to continue performing or terminate this Agreement. If Party B elects to terminate this Agreement, it will notify Party A in writing and this Agreement will terminate upon receipt of such written notice by Party A. Party B will settle any and all cooperation fee regarding the Cooperation Channel outstanding prior to 4  anniversary of the date hereof, and arrange appropriate transfer of all matters relating to the operation and construction of the Cooperation Channel to Party A. Such termination will not affect performance of any right and obligation occurred prior thereto.   10.2 This Agreement will terminate if:   (a) The Parties decide not to extend it upon its expiry;   (b) The non-breaching Party terminates this Agreement pursuant to Article IX;   (c) Any of the Parties terminates this Agreement pursuant to Article XI;   (d) Any of the Parties declares bankruptcy or is in the process of liquidation or dissolution;   (e) Any force majeure event continues for more than 30 days and any of the Parties issues a termination notice pursuant to Article XIII of this Agreement and terminates this Agreement on the date of receipt provided under this Agreement; and   (f) With agreement of the Parties.   If any of the Parties terminates this Agreement unilaterally under any of the above circumstances, this Agreement will terminated immediately upon receipt of the termination notice by the other Party.   10.3 If any of the Parties declares bankruptcy or is in the process of liquidation or dissolution, any Party may terminate this Agreement with immediate effect upon notice to the other Party in writing. Any Party encountering such circumstance will immediately notify the other Party of such circumstance.   10.4 Post-Termination Matters   (a) Unless otherwise provided under Section 10.1 of this Agreement, upon early termination of this Agreement, Party A will return to Party B the channel cooperation fee paid by Party B net part of the payment for the obligations which have been performed under this Agreement. If this Agreement is early terminated for any fault of Party B, Party B may not claim for any reason repayment of any channel cooperation fee paid to Party A. Termination of this Agreement will affect any settlement or payment obligation outstanding under this Agreement, or any obligation or right accrued prior to such termination.   (b) Upon termination of this Agreement, Party B will arrange appropriate transfer of all matters relating to the operation and construction of the Cooperation Channel to Party A.   (c) Upon termination of this Agreement, Articles VIII, IX and XII will   12

th

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  continue to have binding effect upon the Parties.   ARTICLE XI ASSIGNMENT AND WARRANTY OF RIGHTS AND OBLIGATION'S   11.1 Without prior written consent of the other Parties, none of the Parties may assign any or all of its rights and obligations under this Agreement to any third party.   11.2 In the event of any merger or division involving any of the Parties, all rights and obligations of such Party will be assigned in conjunction with such merger or division, provided that such Party will warrant that the rights and obligations of the other Party under this Agreement will not be affected. Upon occurrence of any of the above circumstances which could affect performance of this Agreement, such Party is obligated to notify the other Party of such effect. If such merger or division could make it impossible to perform this Agreement, the Party against which this Agreement will not be performed may terminate this Agreement with a prior written notice to such Party.   11.3 Neither Party A or Party B may create any security interest upon any of its rights under this Agreement for any third party claim.   11.4 Any Party involving in any merger will notify the other Party immediately of such merger so that the Parties may reach further agreement regarding the assignment of the rights and obligations under this Agreement.   ARTICLE XII GOVERNING LAW AND DISPUTE RESOLUTION   12.1 The execution, effect, interpretation and performance of this Agreement and resolution of any dispute arising from this Agreement will be governed by PRC Laws.   12.2 Any dispute arising from construction or performance of this Agreement will be firstly resolved through negotiations of the Parties.   12.3 If the Parties fail to resolve the dispute through negotiations, any of the Parties may submit the dispute for resolution by litigation at the local people's court having jurisdiction over Party A.   ARTICLE XIII FORCE MAJEURE   13.1 Force Majeure will include without limitation any acts of God, such as earthquakes, fires, and rampant epidemics; government authority factors, such as laws, policies and administrative orders; and any other element subject to legal requirements.   13.2 In the event of any Force Majeure which prevents any of the Parties from performing this Agreement, the Party encountering such Force Majeure will notify the other Party with details of such Force Majeure as soon as reasonably possible. Any delay or failure to perform this Agreement due to Force Majeure will not operate as breach of this Agreement and ground to make any indemnity, claim or punishment. Under such circumstance, the Party encountering the Force Majeure will be obligated to perform this Agreement with reasonable measures to the extent practicable and, upon end of the Force Majeure, notify the other Parties of the end of the Force Majeure within five days. If the Force Majeure causes this Agreement un-performable, the Parties may negotiate to terminate this Agreement without any liability on any Party. Any issue post to such termination will be resolved by the Parties through negotiations.   13





  ARTICLE XIV SUPPLEMENTAL PROVISIONS   14.1 Any failure or delay to perform any of the rights, powers or privileges under this Agreement will not operate as waiver thereof unless expressly made by the waiving Party in writing. Any single or partial exercise of any rights, powers or privileges hereunder by any Party will not preclude its further exercise of any rights, powers or privileges, unless without express waiver by such Party in writing.   14.2 If any of the provisions under this Agreement is held illegal, invalid or unenforceable under any applicable law, the Parties will modify such provision so that this Agreement could be valid, effective and enforceable according to the original intent of the Parties as closely as possible, and the remainder of this Agreement will remain valid and enforceable.   14.3 Any and all terms of this Agreement may not be changed or amended by any Party. Any matter not provided under this Agreement or any amendment, change or supplement hereto will be subject to supplemental agreement with signature and seal of the authorized representative of each of the Parties, which supplemental agreement will have the same effect with this Agreement.   14.4 Any matter not provided under this Agreement will be resolved under the PRC Laws.   14.5 This Agreement is made in six counterparts with two for each Party, and each original has the same effect.   14.6 This Agreement is dated April 29, 2010.   (NO TEXT BELOW)   Party A: /s/ Beijing Baidu Netcom Science and Technology Co., Ltd.   Party B: /s/ China Online Housing (Hong Kong) Co., Ltd.   Party C: /s/ Beijing Yisheng Leju Information Services Co., Ltd.   14

Ex Output:
Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?


Ex Input:
Exhibit (k)(1)

SERVICE AGREEMENT

FOR

TRANSFER AGENT SERVICES

TO

BLACKSTONE / GSO LONG-SHORT CREDIT INCOME FUND

Rev. December 2009





THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this Agreement) between Blackstone / GSO Long-Short Credit Income Fund, a Delaware statutory trust (Client) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (Agent), is dated as of January 26, 2011.

1. Appointment. Client appoints Agent as its transfer agent, registrar and dividend disbursing agent and Agent accepts such appointment in accordance with and subject to the following terms and conditions for all authorized shares of each class of stock listed in Exhibit A hereto (the Shares).

2. Term of Agreement. Agent's appointment hereunder shall commence on the next business day after the later of (i) the date hereof, or (ii) the date Agent has confirmed that Client's records have been converted to Agent's system (the Effective Date), and shall continue for three years thereafter (the Initial Term). Unless either party gives written notice of termination of this Agreement at least 60 days prior to the end of the Initial Term, or any successive three-year term, this Agreement shall automatically renew for successive additional three-year terms; provided, however, that this Agreement shall automatically terminate upon the dissolution of the client.

3. Duties of Agent. Commencing on the Effective Date, Agent shall provide the services listed in Exhibit B hereto, in the performance of its duties hereunder. 4. Representations, Warranties and Covenants of Client. Client represents, warrants and covenants to Agent that:

(a) it is a statutory trust duly organized and validly existing under the laws of its state of incorporation;

(b) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non- assessable; and any Shares to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non- assessable;

(c) the Shares issued and outstanding will be duly registered under the Securities Act of 1933, as amended (the Securities Act), and such registration will have become effective, or are exempt from such registration; and will be duly registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), or are exempt from such registration;

(d) any Shares to be issued hereafter, when issued, shall have been duly registered under the Securities Act, and such registration shall have become effective, or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration;





(e) Client has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof;

(f) the use of facsimile signatures by Agent in connection with the countersigning and registering of Share certificates of Client has been duly authorized by Client and is valid and effective;

(g) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Amended and Restated Agreement Declaration of Trust or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound, except where such contravention does or would not have a material adverse effect on the Fund's ability to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Client and is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and

(h) Client agrees to provide to Agent the documentation and notifications listed in Exhibit C hereto according to the requirements set forth therein.

5. Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that:

(a) Agent is a limited liability company duly organized and validly existing under the laws of its state of organization;

(b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act;

(c) subject to Section 7 hereof, during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and

(d) assuming the accuracy of Client's representations and warranties and compliance by Client with its covenants hereunder, the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.





6. Scope of Agency.

(a) Agent shall act solely as agent for Client under this Agreement and owes no duties hereunder to any other person. Agent undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Agent.

(b) Agent may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Client, any predecessor Transfer Agent or co-Transfer Agent or any Registrar (other than Agent), predecessor Registrar or co-Registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion or other instrument, paper, document or electronic transmission believed by Agent to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; (iv) any instructions received through Direct Registration System/Profile; or (v) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. In addition, Agent is authorized to refuse to make any transfer that it determines in good faith not to be in good order.

(c) In connection with any question of law arising in the course of Agent performing its duties hereunder, Agent may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in reasonable reliance thereon.

(d) Any instructions given by Client to Agent orally shall be confirmed in writing by Client as soon as practicable. Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in good faith reliance upon any oral instructions that do not conform with the written confirmation received in accordance with this Section 6(d).

7. Indemnification. Client shall indemnify Agent for, and hold it harmless from and against, any loss, liability, claim (whether with or without basis in fact or law), demand, cost or expense (collectively, Loss) arising out of or in connection with Agent's duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Agent's gross negligence, bad faith or willful misconduct.

8. Limitation of Liability.

(a) In the absence of gross negligence, bad faith or willful misconduct on its part, Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. In no





event will Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of Agent will be limited in the aggregate to an amount equal to twenty four (24) times the monthly administrative fee to be paid by Client as set forth in Exhibit B hereto.

(b) If any question or dispute arises with respect to the proper interpretation of this Agreement or Agent's duties hereunder, Agent shall not be required to act or be held liable or responsible for its failure or refusal to act until the question or dispute has been (i) judicially settled (and Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by a final judgment of a court of competent jurisdiction that is binding on all parties interested in the matter and is no longer subject to review or appeal, or (ii) settled by a written document in form and substance satisfactory to Agent and executed by Client. For such purpose, Agent may, but shall not be obligated to, require the execution of such a document.

9. Force Majeure. Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control, including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, civil disobedience, riots, rebellions, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, fires, earthquakes, storms, floods, acts of God or similar occurrences.

10. Market Data. Client acknowledges that Agent may provide real-time or delayed quotations and other market information and messages (Market Data), which Market Data is provided to Agent by certain national securities exchanges and associations who assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Client agrees and acknowledges that Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof.

11. Termination.

(a) Client may terminate this Agreement if (i) Agent defaults on any of its material obligations hereunder and such default remains uncured thirty (30) days after Agent's receipt of notice of such default from Client; or (ii) any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against Agent, Agent shall become insolvent or shall cease paying its obligations as they become due or makes any assignment for the benefit of its creditors.

(b) Agent may suspend providing services hereunder or terminate this Agreement if (i) Client fails to pay amounts due hereunder or defaults on any of its material obligations hereunder and such failure or default remains uncured thirty (30)





days after Client's receipt of notice of such failure or default from Agent; (ii) any proceeding in bankruptcy, reorganization, receivership or insolvency is commenced by or against Client, Client shall become insolvent, or shall cease paying its obligations as they become due or makes any assignment for the benefit of its creditors; or (iii) Client is acquired by or is merged with or into another entity where Client is not the surviving company.

(c) Upon termination of this Agreement, all fees earned and expenses incurred by Agent up to and including the date of such termination shall be immediately due and payable to Agent on or before the effective date of such termination. In addition to the payments required in this section, if this Agreement is terminated by Client for any reason other than pursuant to Section 2 or Section 11(a) above or by Agent pursuant to Section 11(b) above, then Client shall pay a termination fee, due and payable to Agent on or before the effective date of such termination, calculated as follows: (i) if the termination occurs prior to the first anniversary of the commencement date of the current term (the Commencement Date), then the termination fee shall equal twelve (12) times the average monthly invoice charged to Client by Agent hereunder, (ii) if the termination occurs on or after the first anniversary of the Commencement Date but prior to the second anniversary of the Commencement Date, then the termination fee shall equal nine (9) times the average monthly invoice charged to Client by Agent hereunder, and (iii) if the termination occurs on or after the second anniversary of the Commencement Date, then the termination fee shall equal six (6) times the average monthly invoice charged to Client by Agent hereunder. For purposes of this paragraph, fees for non-recurring events shall be excluded when calculating the average monthly invoice charged to Client by Agent

(d) Prior to termination of this Agreement, Client shall provide Agent with written instructions as to the disposition of records, as well as any additional documentation reasonably requested by Agent. Except as otherwise expressly provided in this Agreement, the respective rights and duties of Client and Agent under this Agreement shall cease upon termination of this Agreement.

12. Lost Certificates. Agent shall not be obligated to issue a replacement share certificate for any share certificate reported to have been lost, destroyed or stolen unless Agent shall have received: (a) an affidavit of such loss, destruction or theft; (b) a bond of indemnity in form and substance satisfactory to Agent; and (c) payment of all applicable fees. Shareholders may obtain such a bond of indemnity from a surety company of the shareholder's choice, provided the surety company satisfies Agent's minimum requirements.

13. Confidentiality.

(a) In connection with Agent's appointment hereunder, each party shall obtain confidential information related to the other party or its stockholders that is not available to the general public (Confidential Information), which Confidential Information shall include the terms and conditions of this Agreement and the exhibits attached hereto. Each party agrees that the Confidential Information shall be held and treated by it, its





directors, officers, employees, affiliates, agents, investment advisors, accountants and subcontractors (collectively, Representatives) in confidence and, except as hereinafter provided, shall not be disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or governmental authority. Confidential Information shall be used by each party and its Representatives only for the purposes for which provided and shall be disclosed by such party only to those Representatives who have a need to know in order to accomplish the business purpose in connection with which the Confidential Information has been provided. Confidential Information does not include information that (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of the receiving party; (ii) the receiving party had rightfully in its possession prior to disclosure to it by the disclosing party; (iii) is independently developed by the receiving party without the use of or reference to any Confidential Information; (iv) the receiving party rightfully obtains on a non-confidential basis from a source other than the disclosing party who the receiving party has the reasonable belief has the right to transfer or disclose it or (v) required in any legal or regulatory proceeding, investigation, audit examination, subpoena, civil investigative demand or other similar process or required by operation of law or regulation.

(b) In connection with the provision of services under this Agreement, Client may direct Agent to release information, including non-public personal information (NPPI), as defined in Title V of the Gramm Leach Bliley Act and the regulations issued thereunder (including but not limited to Regulation P of the Board of Governors of the Federal Reserve) to Client's agents or other third party service providers, including, without limitation, broker/dealers, custodians and depositories. In addition, Client consents to the release of information, including NPPI, (i) to any of Agent's Representatives in connection with the services provided hereunder and (ii) as required by law, regulation, subpoena or governmental authority. Agent shall not be liable for the release of information in accordance with the foregoing provisions.

14. Publicity. Neither party will issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the Services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party's sole discretion; provided that Agent may use Client's name in its customer lists with the prior written approval of Client. 15. Lost Stockholders; In-Depth Stockholder Search.

(a) Agent shall conduct such database searches to locate lost stockholders as are required by Rule 17Ad-17 under the Exchange Act, without charge to the stockholder. If a new address is so obtained in a database search for a lost stockholder, Agent shall conduct a verification mailing and update its records for such stockholder accordingly.

(b) Agent may conduct a more in-depth search for the purpose of (i) locating lost stockholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying stockholders who are deceased (or locating their next of kin) and





(iii) locating stockholders whose accounts contain two or more consecutive uncashed checks, in each case using the services of a locating service provider selected by Agent. Such provider may compensate Agent for processing and other services that Agent provides in connection with such in-depth search.

(c) Upon locating any stockholder (or next of kin) pursuant to clause (b) above, the locating service provider shall clearly identify to such stockholder (or next of kin) all assets held in such stockholder's account. Such provider shall inform any such located stockholders (or next of kin) that they may choose either (i) to contact Agent directly to obtain the assets in such account, at no charge other than any applicable fees to replace lost certificates, or (ii) to use the services of such provider for a fee, which may not exceed (A) 10% of the asset value of such stockholder's property where the registered stockholder is a living person or (B) 20% of the asset value of such stockholder's property where the registered stockholder is deceased or is not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction. If Client selects a locating service provider other than one selected by Agent, then Agent shall not be responsible for the terms of any agreement with such provider and additional fees may apply. 16. Compensation and Expenses.

(a) Commencing on the Effective Date, Client shall compensate Agent for its services hereunder in accordance with the fee schedules listed in Exhibit B hereto.

(b) All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing sixty (60) days from the invoice date. Client agrees to reimburse Agent for any attorney's fees and any other costs associated with collecting delinquent payments.

(c) Client shall be charged for certain reasonable expenses advanced or incurred by Agent in connection with Agent's performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as transfer sheets, dividend checks, envelopes, and paper stock, as well as any disbursements for telephone, mail insurance, electronic document creation and delivery, travel expenses for annual meetings, link-up charges from Automatic Data Processing Inc. and tape charges from The Depository Trust Company. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges will not, in all instances, reflect actual out-of-pocket costs, and in some instances may include handling charges to cover internal processing and use of Agent's billing systems.

(d) With respect to any shareholder mailings processed by Agent, Client shall be charged postage as an out-of-pocket expense at postage rates that may not reflect all available or utilized postal discounts, such as presort or NCOA discounts. Client shall, at least one business day prior to mail date, provide immediately available funds sufficient to cover all postage due on such mailing. Any material shareholder mailing schedule





changes, including, but not limited to, delays in delivering materials to Agent or changes in a mailing commencement date, may result in additional fees and/or expenses.

17. Notices. All notices, demands and other communications given pursuant to this Agreement shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery service, or by certified or registered mail, return receipt requested to: If to Client: with an additional copy to:

Blackstone/ Long-Short Credit Income Fund 280 Park Avenue, 11t h Floor New York, New York 10017 Attn: Marisa Beeney

GSO/ Blackstone Debt Funds Management LLC 280 Park Avenue, 11t h Floor New York, New York 1001

If to Agent: with an additional copy to:

Mellon Investor Services LLC 480 Washington Blvd Jersey City, NJ 07310 Attn: Kevin Shinkunas

Mellon Investor Services LLC Newport Office Center VII 480 Washington Blvd. Jersey City, NJ 07310 Attn: Legal Department

18. Submission to Jurisdiction; Foreign Law.

(a) The parties irrevocably (i) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (ii) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (iii) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby.

(b) Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. Agent may consult with foreign counsel, at Client's expense, to resolve any foreign law issues that may arise as a result of Client or any other party being subject to the laws or regulations of any foreign jurisdiction.





19. Miscellaneous.

(a) Amendments. This Agreement may not be amended or modified in any manner except by a written agreement signed by both Client and Agent.

(b) Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

(c) Survival of Terms. Sections 7, 8, 13 and 16 hereof shall survive termination of this Agreement and Agent's appointment hereunder.

(d) Assignment. This Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided that this Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; and provided further that (i) consent is not required for an assignment to an affiliate of Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by Agent shall not be deemed to constitute an assignment of this Agreement. Any attempted assignment in violation of the foregoing will be void. The Agent agrees to provide notices of such successor Agent to the other party.

(e) Headings. The headings contained in this Agreement are for the purposes of convenience only and are not intended to define or limit the contents of this Agreement.

(f) Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to violate a law, it will be severed from the rest of the Agreement and ignored.

(g) Counterparts. This Agreement may be executed manually in any number of counterparts, each of which such counterparts, when so executed and delivered, shall be deemed an original, and all such counterparts when taken together shall constitute one and the same original instrument.

(h) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supercedes all prior written or oral communications, understandings, and agreements with respect to the subject matter of this Agreement. The parties acknowledge that the Exhibits hereto are an integral part of this Agreement.

(i) Benefits of this Agreement. Nothing in this Agreement shall be construed to give any person or entity other than Agent and Client any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of Agent and Client.





(j) Customer Identification Program. Client acknowledges that Agent is subject to the customer identification program (Customer Identification Program) requirements under the USA PATRIOT Act and its implementing regulations, and that Agent must obtain, verify and record information that allows Agent to identify Client. Accordingly, prior to accepting an appointment hereunder, Agent may request information from Client that will help Agent to identify Client, including without limitation Client's physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that Agent deems necessary. Client agrees that Agent cannot accept an appointment hereunder unless and until Agent verifies Client's identity in accordance with the Customer Identification Program requirements.

(k) Contingency Facilities. In order to minimize the disruption of the services provided under this Agreement or any exhibit, schedule, appendix or annex hereto, theAgent shall implement and maintain directly or through third parties contingency facilities and procedures reasonably designed to provide for periodic back-up of the computer files and data with respect to the Client and emergency use of electronic data processing equipment to provide services under this Agreement. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Agent's control, the Agent shall, at no additional expense to the Client, take commercially reasonable steps to minimize service interruptions.

[The remainder of this page has been intentionally left blank. Signature page follows.]





IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year above written.

BLACKSTONE/ GSO LONG-SHORT CREDIT INCOME FUND By: /s/ Marisa J. Beeney Name: Marisa J. Beeney Title: Authorized Signatory

MELLON INVESTOR SERVICES LLC By: /s/ Kevin Shinkunas Name: Kevin Shinkunas Title: Vice President





Exhibit A

STOCK SUBJECT TO THE AGREEMENT

Class of Stock

Number of Authorized Shares

Number of Authorized Shares Issued and Outstanding (including Treasury Shares)

Number of Authorized Shares Reserved for Future Issuance Under Existing Agreements A-1





Exhibit B

SERVICES TO BE PROVIDED AND SCHEDULE OF FEES Issues Covered: (additional issues are subject to additional fees.) Common (1) IPO Services Full Fast Closing (one-time)/Conversion $2,500.00 Administration & Account Maintenance Stock Transfer Administration (Annual Fee, payable monthly) $ 18,000.00 Account Maintenance Services Security Issuance Services Dividend Disbursement Services (Quarterly) Escheatment Services Direct Registration System/Profile Services Web Services and System Access Proxy and Annual Meeting Services (1 Common file) Investment Plan Services Per Separate Plan Agreement Out-of-Pocket Expenses Billed as Incurred Additional fees will apply if the annual allowances below are exceeded Account Administration Allowance Fee Number of active accounts maintained 1,000 $ 4.00 Number of inactive accounts maintained 1,000 $ 1.00 Number of Restricted transactions 500 $ 50.00 Number of Option transactions 500 $ 25.00 Number of electronic DWAC transactions

N/A

Charged to broker Number of mailings per year (including one enclosure) 4 See Below Number of reports or analyses 4 See Below Number of lists or labels 4 See Below B-1





Escheatment Services Annual Compliance Services Included SEC mandated electronic database and new address retrieval mailing $ ($ 3.75 per account 500.00 minimum) Each state mandated due diligence mailing $ ($ 3.50 per account 500.00 minimum) Direct Registration System / Profile Annual Surety Fee Waived upon Enrollment Customization of advices and statements (if requested) $500.00 Stock Distribution Event - full, full and fractional shares $3.50 DRS/Profile statement, Advices, Annual Account Statement $0.25 DRS/Profile investor originated reject fee, each occurrence Charged to broker Additional Lists & Mailings Upon Request Shareholder Lists and Analysis (Minimum charge for each of the below services) $500.00 Lists, per name listed $0.05 Labels, per label printed $0.05 Analysis, per name passed on database $0.02 Analysis, per name listed in report $0.05 Custom Lists or Analyses By Appraisal Standard Mailing Services (Minimum charge for each of the below services) $500.00 Addressing mailing medium, per name $0.05 Affixing labels, per label $0.05 Machine Inserting 1st Enclosure, per piece 2nd Enclosure, per piece Each Enclosure thereafter, per piece

$0.05 $0.04 $0.03 Manual Inserting By Appraisal B-2





BNY Mellon Shareowner Services Notice & Access Pricing/Services Notice & Access Web Presentation—Event Fee Includes: •  Web site setup •  Conversion and formatting of documents into Web site format •  Presentation and maintenance of proxy materials on web site for 12 months •  Establishment and maintenance of Web site that does not track cookies or shareowner data •  Maintenance and support for Web hosting servers

$5,000.00

Annual Account Administration Fee (for Notice recipients) Includes: •  Processing of requests for materials via phone or Internet •  Systems setup for fulfillment •  Storage of physical proxy compliance materials (for fulfillment purposes) •  Maintenance and storage of shareowner access preference flags •  File transmissions •  Mail processing of Notice & Access letter

$1,500.00 (waived with web hosting) plus $0.20 per shareowner

Notice Card OOP (Postage, Stationery, Imprinting) As incurred (estimated $0.68 each)

Fulfillment Services Pick-and-Pack Fulfillment Services (hard copy compliance materials provided by client) Includes: pre-insertion of printed materials $1.70 per opt-out shareowner Fulfillment postage As incurred Proxy Card out-of-pocket expenses Includes: Stationery, Imprinting As incurred (est. $0.68 each) per opt-out shareowner

Additional Web Hosting Services Included

Additional Web hosting of materials for outside vendor (e.g. hosting of Web site for street shareowner base in lieu of using Broadridge's Web site) includes site setup, presentation, document conversion, maintenance of proxy materials on cookie-free Web site for 12 months; to be used in conjunction with the Web hosting for registered base. B-3





SERVICES TO BE PROVIDED

Account Maintenance Functions • Opening new accounts • Posting debits and credits • Maintaining certificate history • Placing and releasing stop transfer notations • Consolidating accounts • Coding accounts requiring special handling (e.g. bad address, do not mail, VIP, etc.) • Processing address changes • Responding to shareholder correspondence (includes address changes, coding changes, W8/W9 Inquiries, 1099 duplicate requests, statement inquiries, check replacements, and other routine transactions) • Providing a toll-free phone number for shareholder inquiries • Obtaining and posting Taxpayer Identification Number certifications pursuant to IDTCA regulations • Maintaining inactive accounts for the purpose of research and tax reporting • Closing (purging) inactive accounts that meet selected criteria • Maintaining shareholder consents to electronic delivery of materials • Review and reporting of information required by the Office of Foreign Asset Control

Security Issuance Functions • Qualifying under the rules of the NYSE and NASDAQ/AMEX to act in the dual capacity as transfer agent and registrar • Maintaining mail and window facilities for the receipt of transfer requests • Maintaining and securing unissued certificate inventory and supporting documents • Establishing procedures designed to verify that surrendered certificates are genuine and have not been altered • Obtaining a legal opinion and/or other documentation to the effect that original issuances are properly authorized and have been registered under federal securities laws or are exempt from such registration • In connection with requests for transfer, verifying that Shares issued equal the number surrendered • Place and remove stop orders on Shares • Verifying that Agent has not received any active stop orders against Shares submitted for transfer • Issuing and registering new securities • Recording canceled and issued securities • Canceling surrendered certificates • Delivering completed transfers • Processing restricted and legal transfers upon presentment of appropriate supporting documentation • Providing online access to daily transfer or management summary journals • Providing delivery and receipt of DWAC transfers B-4





• Provide and process safekeeping requests • Replacing lost, destroyed or stolen certificates (charge imposed on shareholder) • Supporting custodial arrangements for selling stockholders or otherwise as requested by Client in connection with public offerings

Dividend Disbursement Services • Preparing and mailing checks • ACH/Direct Deposit file transmission • Reconciling checks • Preparing payment register in list form • Withholding and filing taxes for non-resident aliens and others • Filing federal tax information returns • Processing B and C notices received from the IRS • Mailing required statements (Form 1099DIV or Form 1042) • Maintaining stop payment files and issuing replacement checks • Maintaining separate dividend addresses • Receiving, verifying and posting dividend payment funds

Investment Plan Services (per separate Plan agreement) • Opening and maintaining participant accounts • Processing reinvestment and optional cash payments • Preparing participant statement of accounts, after each transaction, showing activity for current period • Processing liquidations and terminations according to plan specifications • Providing periodic investment reports to Client • Preparing Form 1099B to report sale proceeds • Issuing replacement checks • Mail authorization material as requested either separately or part of new account mailing

Escheatment Functions • Assist in establishing compliance with the unclaimed property requirements of all jurisdictions that may have a claim on escheatable property held by Agent on behalf of Client. • Processing records and property subject to reporting based upon current state statutes, rules, and regulations • Identifying property that has become escheatable since the last filing date • Assist in reviewing state regulations to determine if there have been any changes in reporting procedures • Reporting and remitting property to states

Proxy and Annual Meeting Functions • Assisting in Annual Meeting planning • Processing and mailing Annual Meeting materials • Provide eKit interactive Annual Meeting materials integrated with Internet Proxy Voting B-5





• Tabulating physical (both scanner and manual) proxies returned by shareholders • Soliciting registered shareholders for their consent to receive electronic meeting materials • Collecting, processing and archiving electronic consents and revocations • Tabulating telephone and Internet proxies returned by shareholders • Identifying shareholders who will attend the Annual Meeting • Providing Inspector(s) of Election for the Annual Meeting • Maintaining an automated link with (i) DTC to redistribute record date Cede & Co. share positions to participants and (ii) ADP to receive transmissions of broker votes • Providing certified list of record date holders • Processing omnibus proxies for respondent banks • Providing report of final vote • Providing remote access to proxy tabulation system

Web Services and System Access • Providing Client access to Agent's mainframe inquiry and internet via Client ServiceDirect • Providing daily data on registered shareholders • Providing daily access to proxy tabulation file during proxy season • Providing Shareholder access to their account via Investor ServiceDirect • Providing on-line access to shareholder statements and tax forms via MLink B-6





OTHER SERVICES AND CHARGES

Shareholder Plan Enrollment: If Client has appointed a banking affiliate of Agent to administer a direct stock purchase and/or dividend reinvestment plan, Agent (on behalf of such affiliate) shall accept requests by Client's shareholders to enroll Shares in such plan via paper enrollment form, in the case of certificated securities, and via paper enrollment form, Internet enrollment and telephonic enrollment, in the case of book-entry (i.e., Direct Registration System) securities. If Client has not appointed a banking affiliate of Agent to administer a direct stock purchase or dividend reinvestment plan, then Client hereby appoints and directs a banking affiliate of Agent to implement and administer a share selling program (Program) pursuant to which shareholders may enroll book-entry Shares in the Program in order to liquidate them under the following terms and conditions. The Program transaction fee for each such sale shall be $15.00 plus $0.12 per Share. Under the Program, upon receipt of a sale request by a registered shareholder, Agent (on behalf of such banking affiliate) will process the request through an affiliated registered broker/dealer. Proceeds of each sale under the Program will be sent to the shareholder in the form of a check (less the transaction fee). Sale requests under the Program will typically be combined with other sale requests received from Client shareholders and Shares will be submitted in bulk to an affiliated registered broker/dealer for sale. Shares will be sold under the Program generally within one business day of Agent's receipt (on behalf of such banking affiliate) of the sale request, but in no event more than five business days (except where deferral is necessary under state or federal regulations). The price per Share received by the selling shareholder under the Program will equal the market price Agent (on behalf of such banking affiliate) receives for the Shares (or, if more than one bulk trade is executed on the day the Shares are sold, then the price per Share shall equal the weighted average market price received for all Shares sold that day).

Prior Agent Out-of-Proof Conditions: If an out-of-proof condition exists on the Effective Date, and such condition is not resolved within 90 calendar days thereafter, Client agrees to provide Agent with funds or shares sufficient to resolve the out-of-proof condition promptly upon the expiration of such 90 day period.

Lost Certificates: Agent shall charge shareholders an administrative fee for replacement of lost certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates. Agent may receive compensation from surety companies or surety agents for administrative services provided to them.

Legal Expenses, System Modifications: Certain expenses may be incurred in resolving legal matters, including receiving and responding to routine subpoenas that arise in the course of performing services hereunder. This may result in a separate charge to cover Agent's expenses (including the cost of external or internal counsel) in resolving such matters; provided that any legal expenses charged to the Client shall be reasonable.

In the event any federal, state or local laws, rules or regulations are enacted that require Agent to (i) make any adjustments and/or modifications to its current system, or (ii) B-7





provide additional services to Client for which Agent is not being compensated hereunder, then Client shall compensate Agent (a) on a pro rata basis proportionate to the Client's registered shareholder base, for the costs associated with making such required adjustments and/or modifications, or (b) according to Agent's standard fees established, in good faith, with respect to such additional services.

Initial Compliance Escheatment Services: If, at the time escheat services are commenced for any asset type, Client is not in compliance with applicable state unclaimed property regulations with respect to that asset type, then Agent shall provide initial compliance services, which shall include working with one or more state unclaimed property clearinghouses to identify specific reportable records and property, and organizing and formatting such records and property for remittance to the applicable states, as required. Where applicable, in concert with state clearinghouses, Agent shall also attempt to obtain releases and indemnification agreements protecting Client from interest and penalties that may be assessable against Client by the states for prior non-compliance. If a release or indemnification agreement is not so obtained from a state, Client may be responsible for interest and/or penalties from such state for prior non-compliance. Agent may receive compensation from state clearinghouses for the processing and support services it provides to them in connection with initial compliance services.

Cash Dividends and Distributions: For any dividend mailing, Client shall, no later than 10 am Eastern Time on the mail date for the dividend, provide to Agent immediately available funds sufficient to pay the aggregate amount of cash dividends to be paid. Upon receipt of any such funds, Agent shall (a) in the case of registered shareholders who are participants in a dividend reinvestment plan of Client as of the record date, reinvest such funds in accordance with the terms of such plan, and (b) in the case of registered shareholders who are not participants in any such plan as of the record date, make payment of such funds to such shareholders by mailing a check, payable to the registered shareholder, to the address of record or, if different, dividend mailing address. If Agent has not timely received sufficient funds to make payments of any dividend or distribution pursuant to subsections (a) and (b) above to all registered shareholders of Client as of the record date, Agent shall notify Client and withhold all payments until Client has provided sufficient funds to Agent.

Other Services: Fees, out of pocket expenses and disbursements for any services, including, but not limited to, down posting for odd lots, provided to Client or any of its agents or representatives by or on behalf of Agent hereunder that are not set forth above will be based on Agent's standard fees at the time such services are provided or, if no standard fees have been established, an appraisal of the work to be performed. B-8





Exhibit C

DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO AGENT

Prior to the Effective Date, to the extent not previously provided by Client to Agent, Client shall provide Agent with the following: 1. An adequate supply of Share certificates (including new Share certificates and specimens whenever the form thereof shall change), properly signed, by facsimile or otherwise, by officers of Client authorized by law or by Client's By-Laws to sign Share certificates, and, if required, bearing the corporate seal or a facsimile thereof. 2. A copy of the resolutions adopted by the Board of Directors of Client appointing or authorizing the appointment of Agent as Transfer Agent and/or Registrar and Dividend Disbursing Agent, as the case may be, duly certified by the Secretary or Assistant Secretary of Client under the corporate seal. 3. A copy of the Certificate of Incorporation of Client, and all amendments thereto, certified by the Secretary of State of the state of incorporation. 4. A copy of the By-laws of Client as amended to date, duly certified by the Secretary of Client under the corporate seal. 5. A certificate of the Secretary or an Assistant Secretary of Client, under its corporate seal, stating as follows:

a) this Agreement has been executed and delivered pursuant to the authority of Client's Board of Directors;

b) the attached specimen Share certificate(s) are in substantially the form submitted to and approved by Client's Board of Directors for current use, and the attached specimen Share certificates for each Class of Stock with issued and outstanding Shares are in the form previously submitted to and approved by Client's Board of Directors for past use;

c) no shares have been reserved for future issuance except as set forth on the attached list of existing agreements pursuant to which Shares have been reserved for future issuance, which list specifies the number of reserved Shares subject to each such existing agreement and the substantive provisions thereof.

d) each shareholder list provided to Agent is true and complete; or no Shares are outstanding;

e) the name of each stock exchange upon which any of the Shares are listed and the number and identity of the Shares so listed; C-1





f) the name and address of each co-Transfer Agent, Registrar (other than Agent) or co-Registrar for any of the Shares and the extent of its appointment, or there are no co-Transfer Agents, Registrars (other than Agent) or co-Registrars for any of the Shares; and

g) the officer(s) of Client, who executed this Agreement as well as any certificates or papers delivered to Agent pursuant to this Agreement (including without limitation any Share certificates, as such certificates may be amended from time to time), were validly elected or appointed to, and are the incumbents of, the offices they purported to hold at the time of such execution and delivery, are authorized to execute this Agreement as well as all other certificates or papers delivered hereunder, and that their signatures on all such documentation are genuine.

Such Secretary's certificate shall contain a certificate of an officer of Client, other than the officer executing the Secretary's certificate, stating that the person executing the Secretary's certificate was validly elected to, and is the Secretary or an Assistant Secretary of Client and that his signature on the certificate is genuine. 6. A shareholder list, preferably in machine readable format, certified as true and complete by the person preparing the list, for the issued and outstanding Shares, setting forth as to each holder, his/her name and address, tax identification number certified by the shareholder pursuant to requirements of the Internal Revenue Code and applicable regulations, the number of Shares held, the Share certificate numbers and the existence of any stop orders or other transfer restrictions. 7. Opinion of counsel for Client, addressed to Agent, to the effect that:

a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable;

b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended, and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended, or are exempt from such registration;

c) the use of facsimile signatures by Agent in connection with the countersigning and registering of Share certificates of Client has been duly authorized by Client and is valid and effective; and

d) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of Client, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound and this Agreement is enforceable C-2





against Client in accordance with it terms, except as limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally. 8. A completed Internal Revenue Service Form 2678. 9. A completed Form W-8 or W-9, as applicable.

Client further agrees to deliver an opinion of counsel as provided in this Exhibit C, Section 7(a) and (b) upon any future original issuance of Shares for which Agent will act as transfer agent hereunder. C-3





NOTIFICATION OF CHANGES

Client shall promptly notify Agent of the following: 1. Any change in the name of Client, amendment of its certificate of incorporation or its by-laws; 2. Any change in the title of a Class of Stock from that set forth in the first column of Exhibit A; 3. Any change in the Number of Authorized Shares from that set forth in the second column of Exhibit A; 4. Any change in existing agreements or any entry into new agreements changing the Number of Authorized Shares Reserved for Future Issuance Under Existing Agreements from that listed in the fourth column of Exhibit A hereto; 5. Any change in the number of outstanding Shares subject to stop orders or other transfer limitations; 6. The listing or delisting of any Shares on any stock exchange; 7. The appointment after the date hereof of any co-Transfer Agent, Registrar (other than Agent) or any co-Registrar for any of the Shares; 8. The merger of Client into, or the consolidation of Client with, or the sale or other transfer of the assets of Client substantially as an entirety to, another person; or the merger or consolidation of another person into or with Client; and 9. Any other change in the affairs of Client of which Agent must have knowledge to perform properly its duties under this Agreement. C-4

Ex Output:

Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?