Elimination of Minority Interest. Upon the reduction of a Participant’s Participating Interest to 10% or less, such Participant’s Participating Interest shall convert to a 10 year, 5% Net Profits Interest, on the terms and conditions set forth in Schedule "D" hereto, with the term of such Net Profits Interest expiring on that date which is the tenth (10th) anniversary of the date upon which such Participant's Participating Interest was first reduced to 10% or less, and the other Participant's Participating Interest shall be increased by the same amount, free and clear of all encumbrances, except as otherwise provided for in this Agreement.
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