In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: EXHIBIT 10.3

TRANSPORTATION SERVICES AGREEMENT

THIS MARINE TRANSPORTATION AGREEMENT (this Agreement) is executed this 23rd day of December, 2003, by and between Martin Operating Partnership L.P., a Delaware limited partnership (Owner), and Midstream Fuel Service LLC, an Alabama limited liability company (Charterer), in order to evidence the agreement of such parties with respect to Owner's provision of marine transportation services with respect to #2 fuel oil and high sulfur diesel on board its marine vessels under the following terms and conditions.

      1. TERM; TERMINATION



The initial term of this Agreement shall be for 3 years (the Initial Term) commencing on the date first set forth above (the Commencement Date) and ending on the 3rd anniversary of the Commencement Date. This Agreement will automatically renew for successive one year terms (each a Renewal Term, and together with the Initial Term, the Term), unless either Charterer or Owner elects not to renew this Agreement by providing the other party with written notice of such election 30 days prior to the expiration of the Initial Term or Renewal Term, as applicable, at which point this Agreement will automatically terminate.



Within 30 days of the end of the Initial Term, and within 30 days of the end of each Renewal Term, both parties hereto shall have the right renegotiate the fee specified below for the use of the vessels. If no such agreement on such fee is reached by such parties by the commencement of a Renewal Term, this Agreement shall automatically terminate.



Either party hereto shall have the right to terminate this Agreement in the event of a breach by the other party of its obligations hereunder, subject to 10 days prior written notice of such breach given by the non-breaching party to the breaching party and the opportunity for such breaching party to cure such breach during such 10 day period.           Upon any such termination, this Agreement shall thereafter have no further force or effect except as to already accrued rights and obligations, which shall continue until satisfied.       2. GENERAL TERMS



During the Term, Charterer agrees that Owner will be the sole and exclusive provider of marine transportation services for #2 fuel oil and high sulfur diesel owned by Charterer or owned by others and in transit for sale to Charterer so long as Owner has the required equipment available. Owner shall at all times provide sufficient and proper equipment for Charterer's performance of such transportation. Said equipment shall be manned, equipped, supplied and operated by Owner. The master and crew of said vessels shall be fully qualified, experience and, where necessary, certified and licensed. Owner agrees that said equipment shall be maintained in a seaworthy, staunch, tight and suitable condition and, to the best of Owner's knowledge, in compliance with all applicable laws and regulations.



In connection with its use of any vessel, Charterer will follow Owner's normal scheduling, loading and offloading protocols established from time to time, subject to Owner's obligations set forth in this Agreement.

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      3. RATE



Charterer agrees to pay to Owner a fee of $______ per gallon of product transported. Owner will invoice such fees to Charterer on a monthly basis and Charterer will pay such invoiced amounts within 30 days of invoice date.



The fee stated above, unless otherwise adjusted by the parties pursuant to Section 1 above, shall be adjusted annually (both upward and downward), by a factor equal to the amount of increase or decrease, as the case may be, in the Consumer Price Index for the immediately proceeding month of November, over the Consumer Price Index for November of the preceding year. For purposes hereof, the term Consumer Price Index shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (1967=100) specified for All Items. United States compiled by the Bureau of Labor Statistics of the United States Department of Labor (the Index). In the event the Consumer Price Index shall be converted to a different standard reference base or otherwise revised, the determination of the percentage change shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as shall be reasonably determined by the parties.       4. LOAD AND DISCHARGE



The Load Port shall be FOB Refinery Offtake in the U.S. Gulf of Mexico. The Discharge Port shall be at the Owner's terminals located at Venice, LA; Port Forrochon, LA; Berwick, LA; Intracoastal City, LA; Cameron, LA; Sabine Pass, TX; Beaumont, TX; Galveston, TX; Houston, TX; Freeport, TX; Port O'Connor, TX; and Harbor Island, TX.       5. TITLE TO PRODUCT



Title to all product handled shall remain at all times in the name of the Charterer. The Charterer agrees not to tender for load any product injurious to the vessels or which product would render the vessels unfit, after cleaning, for the proper storage of similar product.       6. ASSIGNMENT   Neither party shall assign this Agreement without the express written consent of the other party.       7. ENTIRE AGREEMENT



This Agreement shall constitute the entire agreement concerning the subject hereof between the parties superseding all previous agreements, negotiations and representations made prior or contemporaneous to the date hereof. This Agreement shall be modified or amended only by written agreement executed by both parties hereto.       8. GOVERNING LAW   This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.       9. ADDITIONAL TERMS   The Additional Terms attached hereto as Exhibit A shall be deemed to be incorporated into this Agreement by this reference.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

          MARTIN OPERATING PARTNERSHIP L.P.           By: Martin Operating GP LLC, Its General Partner         By: Martin Midstream Partners L.P., Its Sole Member         By: Martin Midstream GP LLC, Its General Partner           By: /s/ RUBEN S. MARTIN         Ruben S. Martin     Chief Executive Officer and President               MIDSTREAM FUEL SERVICE LLC               By:   Martin Resource Management Corporation, its Sole Member                         By: /s/ RUBEN S. MARTIN

        Name: Ruben S. Martin                 Title: Chief Executive Officer and President

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EXHIBIT A

ADDITIONAL TERMS

These additional terms are deemed to be incorporated by reference into this Agreement.

1. INVOICING & PAYMENT. All monthly Owner invoices to Charterer for rates and cost items will be paid by Charterer within 30 days of invoice date in accordance with Owner's normal payment protocols, which will be specified in the applicable invoice. Each monthly invoice shall be itemized to include charges by applicable vessel by day.

2. DEMISE OF CHARTER. The Master of an applicable vessel, although appointed by and in the employ of Owner and subject to Owner's direction and control, shall observe the reasonable instructions of Charterer in connection with Charterer's transportation needs under this Agreement; PROVIDED, HOWEVER, THAT NOTHING IN THIS CLAUSE OR ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING A DEMISE OF THE APPLICABLE VESSEL TO CHARTERER OR AS VESTING CHARTERER WITH ANY CONTROL OVER THE PHYSICAL OPERATION OR NAVIGATION OF THE APPLICABLE VESSEL.

3. POLLUTION PREVENTION. Owner will, in the case of an escape or discharge of products or threat of escape or discharge of same from the applicable vessel into the navigable waters of the United States, promptly undertake such measures as are reasonably necessary or which may be required by applicable laws, rules and regulations to mitigate the resultant pollution damage; provided, however, that Charterer may at its option, and upon notice to Owner and on the conditions hereinafter set forth, undertake such measures. Charterer shall keep Owner advised of any such measures to be undertaken by it under such circumstances. Any of such measures actually undertaken by Charterer shall be at Owner's expense (except to the extent that such escape or discharge was caused or contributed to by Charterer). If Owner believes that any such measures undertaken by Charterer should not be undertaken or should be discontinued, Owner may so notify Charterer and thereafter Charterer, if it elects to continue such measures, shall do so at its own risk and expense.

4. INDEMNITY. Owner covenants and agrees to fully defend, protect, indemnify and hold harmless Charterer and its affiliates from and against each and every claim, demand, cause of action, liability, damage, cost or expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Charterer), resulting from any damage to property or injury or death to persons caused, directly or indirectly, by Owner's acts or omissions in connection with Owner's provision of marine transportation services hereunder, except to the extent caused, directly or indirectly, by the acts or omissions of Charterer.

Charterer covenants and agrees to fully defend, protect, indemnify and hold harmless Owner and its affiliates from and against each and every claim, demand, cause of action, liability, damage, cost or expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Owner), resulting from any damage to property or injury or death to persons caused, directly or indirectly, by Charterer's acts or omissions in connection with Charterer's use of marine transportation services hereunder, except to the extent caused, directly or indirectly, by the acts or omissions of Owner.

The foregoing indemnities shall expressly exclude any liability for consequential, punitive, special or similar damages, including, without limitation, lost profits.

5. COMPLIANCE WITH LAW; INSURANCE: During the Term of this Agreement, Owner shall comply in all material respects with applicable laws, including, without limitation applicable environmental, health, safety and financial responsibility laws, rules and regulations, applicable to the use of the Vessel for bulk crude oil or finished lubricating products transportation. Owner covenants that it will maintain at all times during the Term of this Agreement insurance coverage for sudden and accidental pollution of $500,000,000.

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6. CHARTERER'S REPRESENTATIVES: Charterer's representatives may board any vessel used under this Agreement at any convenient place to observe cargo-handling operations, to inspect logs and certificates, and to confirm that Owner is fulfilling its obligations under this Agreement.

7. DRUG & ALCOHOL ABUSE POLICY: Owner warrants that it will maintain and enforce at all times during the Term of this Agreement a drug and alcohol abuse policy applicable to the vessels which complies in all material respects with the minimum standards promulgated by the U.S. Coast Guard.

8. CONDITION OF EQUIPMENT: Owner shall, before and at commencement of each voyage by any vessel under this Agreement, exercise commercially reasonable efforts to ensure that such vessel is seaworthy and in good operating condition, properly manned, equipped and supplied for the voyage, to ensure that the pipes, pumps and coils tight, staunch, are in good operating condition and fit for the voyage, and to ensure that the tanks and other spaces in which product is to be carried are in good operating condition and fit for the carriage and preservation of the same. To the extent required by applicable law, Owner will maintain at all times during the Term of this Agreement a valid and subsisting certificate or other permit issued by the U.S. Coast Guard (or other governmental bureau or department having jurisdiction) approving the applicable vessel for the transportation and carriage of inflammable liquids.

9. SUBLET: Charterer shall not be permitted to sublet the use of any vessels to any third party.

10. FORCE MAJEURE: The vessels, their captains and Owner shall not, unless otherwise in this Agreement expressly provided, be responsible for any loss or damage arising or resulting from: any act, default or barratry of the captain, pilots, mariners, or other servants of Owner in the navigation or management of such vessel; fire, unless caused by the personal design or neglect of Owner; collision, stranding or peril, danger or accident of navigable waters; saving or attempting to save life or property; wastage in weight or bulk, or any other loss or damage arising from inherent defect, quality or vice of the cargo; any act or omission of Charterer, Owner, any other shipper or any consignee of the cargo, their agents or representatives; insufficiency or inadequacy of marks; explosion, bursting of boilers, breakage of shafts, or any latent defect in hull, equipment or machinery; unseaworthiness of any vessel unless caused by want or due diligence on the part of Owner to make such vessel seaworthy or to have it properly manned, equipped and supplied; or from any other cause of whatsoever kind arising without the actual fault of Owner. And neither the vessels, their captains or Owner, nor the Charterer, shall, unless otherwise in this Agreement expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from; act of God, act of war; act of public enemies, pirates or assailing thieves; acts of terrorism; arrest or restraint of princes, rulers of people, or seizure under legal process provided bond is promptly furnished to release such vessel or cargo; strike or lockout or stoppage or restraint of labor from whatever cause, either partial or general, or riot or civil commotion.

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Output: Owner covenants that it will maintain at all times during the Term of this Agreement insurance coverage for sudden and accidental pollution of $500,000,000.


Input: Consider 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 
Question: 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)?

Output: 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.


Input: Consider Input: PHOTO RETOUCHING OUTSOURCING AGREEMENT

Between: DGT Corp. Suite 207 - 1130 Austin Avenue, Coquitlam, British Columbia, Canada V3K 3P5 (hereinafter referred to as DGT)

And: Dolphin Industries Limited Room 1302 Golden Gate Commercial Bldg 136 Austin Road Tsimshatsui, Hong Kong (hereinafter referred to as Dolphin)

WHEREAS:

DGT is an internet provider of professional digital photo-editing services for photography studios and digital photo processors.

Both parties are desirous of entering into this Agreement regarding the outsourcing of photo-editing services of DGT's clients in the North American market place and elsewhere.

NOW THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as follows: 1.DGT shall pay Dolphin USD10,000, for carrying out the beta testing of the quality of their photo-editing services and testing of the Internet bandwidth for file transmission. This amount is to be paid in two monthly installments, USD5,000 on the date of this Agreement and USD5,000, 30 days subsequent to the date of this Agreement; 2.Upon successful completion of the beta testing stage, DGT will guarantee Dolphin the greater of: (1) USD5,000 for each 30 day period of photo-editing work completed for a total of 90 days (payment to be effective 30 days from the successful completion of the beta tests); or (2) a minimum of 3,300 pictures to be edited for each 30 day period for a total of 90 days at USD1.50 per finished digital photo; 3.Dolphin agrees to complete its photo-editing services within 14 days of receiving the original digital photo files. The completed files must meet DGT pre-defined standards for finished products; 4.Dolphin shall charge DGT USD1.50 per delivered, completed photo. The price per unit shall be open to renegotiation - in response to competitive pricing pressures - upon receipt of written notice at any time by either party;     Page 1 of 5





    5.Dolphin will provide photo-editing services exclusively, at DGT option, when the number of downloaded photos to be edited by Dolphin totals 50,000 in a single year; 6.Dolphin acknowledges that it is illegal to copy or reproduce these photographs, including but not limited to electronic reproduction, without DGT expressed permission, and any violation will be subject to civil and criminal penalties.   WHEREAS BOTH PARTIES AGREE FURTHER TO THE TERMS AND CONDITONS AS FOLLOWS:   Indemnity And Limitation of Liability:    Dolphin hereby indemnifies, holds harmless and defends DGT, its Board of Directors, officers, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of DGT's products under this Agreement by Dolphin or their customers or end-users howsoever the same may arise.   DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.   In no event shall DGT be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.   No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by Dolphin more than six months after the cause of action has occurred.   Right of photo   Records:   Dolphin shall maintain at its principal place of business, or such other place as may be most convenient, separate accounts and records of all services provided to DGT, such accounts and records to be in sufficient detail to enable proper returns to be made under this Agreement.   Dolphin shall deliver to DGT on the date 30 days after each and every year a detailed photo-editing report on all services provided on a unit basis (i.e. customer number, file number, cost).     Page 2 of 5





    The calculation shall be carried out in accordance with generally accepted U.S. accounting principles (GAAP), or the standards and principles adopted by the U.S. Financial Accounting Standards Board (FASB) applied on a consistent basis.   During the term of this Agreement, and thereafter, Dolphin shall use reasonable efforts to ensure that all information provided to DGT or its representatives pursuant to this Article remains confidential and is treated as such by DGT.   Governing Law And Arbitration:   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of the United States. The Supreme Court shall have exclusive jurisdiction over this Agreement.   In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of the State of Nevada, or any successor legislation then in force. The language to be used in the arbitration proceedings shall be English.   Notices:   All payments, reports and notices or other documents that any of the parties hereto are required or may desire to deliver to any other party hereto may be delivered only by personal delivery or by registered or certified mail, telex or fax, all postage and other charges prepaid, at the address for such party set forth below or at such other address as any party may hereinafter designate in writing to the others. Any notice personally delivered or sent by telex or fax shall be deemed to have been given or received at the time of delivery, telexing or faxing. Any notice mailed as aforesaid shall be deemed to have been received on the expiration of five days after it is posted, provided that if there shall be at the time of mailing or between the time of mailing and the actual receipt of the notice a mail strike, slow down or labour dispute which might affect the delivery of the notice by the mails, then the notice shall only be effected if actually received.   Termination:   DGT shall be entitled to terminate this Agreement if Dolphin fails to meet its requirements and material obligation hereunder and only after DGT have given Dolphin written notice of such failure and only after Dolphin has not rectified such failure within 10 days of the notice. Dolphin shall be entitled to terminate this Agreement only after DGT fails to meet a material obligation hereunder and only after Dolphin has given DGT written notice of such failure and only after the DGT has not rectified such failure within 30 days of the notice.     Page 3 of 5





    General:   1.Dolphin shall be entitled to defer any obligation hereunder in the event of force majeure, where force majeure is defined as an act of God, war, revolution, insurrection, riot, blockade or any other unlawful act against public order or authority, strike, lockout or other industrial disturbance, storm, fire, flood, explosion or lightning, the failure to obtain the approval or any government, governmental agency, commission, board or other tribunal having jurisdiction, and any other event not reasonably within the control of Dolphin;   2.Any notice, demand, payment or other communication (collectively the Correspondence) to be given hereunder shall be in writing and shall be delivered to the address or fax number of the party appearing herein;   3.Both parties shall do all such things and execute all such written materials as may be required to carry out the full intent and meaning of this Agreement; and   4.This is the entire Agreement between the parties in respect of the matter referred to herein and no amendment or interpretation of this Agreement will be binding on the parties unless same is in writing executed by the parties hereto.   5.Dolphin shall permit any duly authorized representative of DGT, during normal business hours and at DGT's sole risk and expense, to enter upon and into any premises of Dolphin for the purpose of inspecting the service.   6.Nothing contained herein shall be deemed or construed to create between the parties hereto a partnership or joint venture. No party shall have the authority to act on behalf of any other party, or to commit any other party in any manner or cause whatsoever or to use any other party's name in any way not specifically authorized by this Agreement. No party shall be liable for any act, omission, representation, obligation or debt of any other party, even if informed of such act, omission, representation, obligation or debt.   7.Subject to the limitations hereinbefore expressed, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.   8.No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times in respect of any covenants, provisos or conditions of this Agreement shall operate as a waiver of such party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights of such party in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by such party, save only an express waiver in writing.   9.No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.     Page 4 of 5





    10.Marginal headings as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not be used in the interpretation hereof.   11.If any Article, part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.   12.Time shall be of the essence of this Agreement.   13.Whenever the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine or body corporate when the context or the parties hereto may require.     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on the 1st  day of JUNE , 2006 , but effective as of the Date of Commencement.   SIGNED FOR AND ON BEHALF of DGT CORP.   ) by its duly authorized officers: )   ) ) /s/ Norman Joe, President ) Authorized Signatory )   ) SIGNED FOR AND ON BEHALF of DOLPHIN INDUSTRIES LIMITED ) ) by its duly authorized officers: )   )   ) /s/ Chung-Keung Ho, President/Director ) Authorized Signatory ) 
Question: 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.

Show your work and conclude with the exact phrasing "Therefore, the final answer is [answer]." where [answer] is just the final number or expression that solves the problem.
user
Output: DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.


